Henan jintongyuan law firm
about
Haoxiangni Health Food Co.Ltd(002582)
The second extraordinary general meeting of shareholders in 2022
of
Legal opinion
Jin FA Zi (2022) No. 0208
February 8, 2002
Henan jintongyuan law firm
About Haoxiangni Health Food Co.Ltd(002582)
Legal opinion of the second extraordinary general meeting of shareholders in 2022
Jin FA Zi (2022) No. 0208 to: Haoxiangni Health Food Co.Ltd(002582)
Entrusted by Haoxiangni Health Food Co.Ltd(002582) (hereinafter referred to as "the company"), Henan jintongyuan law firm (hereinafter referred to as "the firm") assigned lawyers Li Penghui and Hu Zhongyang (hereinafter referred to as "the firm's lawyer") to witness the second extraordinary general meeting of shareholders in 2022 (hereinafter referred to as "the general meeting of shareholders").
In accordance with the securities law of the people's Republic of China (hereinafter referred to as the "Securities Law"), the company law of the people's Republic of China (hereinafter referred to as the "company law") and the rules for the general meeting of shareholders of listed companies (hereinafter referred to as the "rules for the general meeting of shareholders") The detailed rules for the implementation of online voting at the general meeting of shareholders of listed companies of Shenzhen Stock Exchange (hereinafter referred to as the "detailed rules for the implementation of online voting") and other laws, administrative regulations and normative documents, as well as the relevant provisions of the Haoxiangni Health Food Co.Ltd(002582) articles of Association (hereinafter referred to as the "articles of association"), and the lawyers of the firm's opinions on the convening procedures, convener qualifications, convening procedures The legitimacy of important matters such as the qualifications of the participants and non voting participants, the proposals of the general meeting of shareholders, voting procedures and voting results shall be verified, and the following legal opinions on the relevant matters of the general meeting of shareholders of the company shall be issued in accordance with the business standards, ethics and diligence recognized by the lawyer industry:
1、 Convening procedures and convener qualification of this general meeting of shareholders
The company held the fourth meeting of the Fifth Board of directors on January 21, 2022, deliberated and adopted the proposal on proposing to convene the second extraordinary general meeting of shareholders in 2022, and decided to convene the general meeting of shareholders on February 8, 2022. The board of directors of the company was on cninfo.com on January 22, 2022（ http://www.cn.info.com.cn. ）The notice of Haoxiangni Health Food Co.Ltd(002582) on convening the second extraordinary general meeting of shareholders in 2022 (hereinafter referred to as the "notice") is published on the website. The notice specifies the time, place, method and other relevant matters of the shareholders' meeting, fully discloses the topics of the meeting, explains that shareholders have the right to attend and entrust agents to attend and exercise their voting rights, and defines the registration method of the meeting and the equity registration date of shareholders who have the right to attend the meeting, which meets the requirements of the rules of shareholders' meeting and the articles of association. The general meeting of shareholders is convened by the board of directors of the company, which is qualified to convene the general meeting of shareholders.
The lawyers of the firm believe that the convening procedures and the qualifications of the convener of the general meeting of shareholders comply with the provisions of the securities law, the company law, the rules of the general meeting of shareholders and other laws, administrative regulations, normative documents and the articles of association.
2、 Convening procedures of this general meeting of shareholders
The general meeting of shareholders adopts the combination of on-site meeting and online voting. The on-site meeting of the general meeting of shareholders was held at 15:00 p.m. on February 8, 2022 in conference room 805, North Haoxiangni Health Food Co.Ltd(002582) headquarters building, S102 and Zhonghua Road intersection, Xuedian Town, Xinzheng City, Zhengzhou City, Henan Province. The specific time for shareholders of the company to vote online through the trading system of Shenzhen stock exchange is 9:15-9:25, 9:30-11:30 and 13:00-15:00 on February 8, 2022; Via Internet voting system（ http://wltp.cn.info.com.cn. ）The specific time for voting is 9:15-15:00 on February 8, 2022.
Our lawyers believe that the time, place and method of the shareholders' meeting are consistent with the announcement. The convening procedures of the meeting comply with the provisions of the securities law, the company law, the rules of the general meeting of shareholders, the detailed rules for the implementation of online voting and other laws, administrative regulations, normative documents and the articles of association.
3、 Qualifications of the attendees and non voting participants of the general meeting of shareholders
(I) shareholders attending the general meeting
1. A total of 15 shareholders and their proxies attended the on-site meeting of the general meeting of shareholders, and the number of voting shares represented was 180749627 shares, accounting for 39.5532% of the total shares of the company. It is verified that the shareholders and their agents attending the on-site meeting of the general meeting of shareholders are legally qualified to attend the general meeting of shareholders.
2. According to the statistical results of online voting provided by Shenzhen Securities Information Co., Ltd. to the company after the online voting of this meeting, there are 27 shareholders participating in online voting within the effective time, and the number of voting shares represented is 9410604 shares, accounting for 2.0593% of the total shares of the company. The identity of shareholders who vote through the online voting system shall be verified by the online voting system provider Shenzhen Securities Information Co., Ltd.
A total of 42 shareholders and their proxies attended the on-site meeting of the general meeting of shareholders and participated in online voting. The number of voting shares represented was 190160231 shares, accounting for 41.6126% of the total shares of the company. Among them, 35 investors (hereinafter referred to as "small and medium-sized investors") holding less than 5% (excluding 5%) participated in the general meeting of shareholders through on-site and online, with 17244862 shares, accounting for 3.7737% of the total shares of the company.
(II) other persons attending and attending the general meeting of shareholders as nonvoting delegates
Other persons attending the shareholders' meeting were some directors, supervisors and lawyers of the company, and senior managers of the company attended the shareholders' meeting as nonvoting delegates.
Our lawyers believe that the above-mentioned persons have the legal qualifications to attend or attend the general meeting of shareholders as nonvoting delegates, and comply with the provisions of the securities law, the company law, the rules for the general meeting of shareholders, the detailed rules for the implementation of online voting and other laws, administrative regulations, normative documents and the articles of association.
4、 Proposal of this shareholders' meeting
According to the above announcement, the proposals listed in the shareholders' meeting for deliberation and voting are:
1. Proposal on changing the company's domicile and amending the articles of Association
Our lawyers believe that the proposals actually considered at this shareholders' meeting are consistent with those specified in the announcement, and the board of directors of the company has not modified the proposals listed in the announcement.
5、 Voting procedures of the general meeting of shareholders
The shareholders attending the on-site meeting of the general meeting of shareholders voted in writing on the above proposals by open ballot, and monitored and counted the votes in accordance with the provisions of the articles of association.
The company provides shareholders with a voting platform in the form of network through the trading system of Shenzhen Stock Exchange and the Internet voting system. After the online voting, Shenzhen Securities Information Co., Ltd. provided the company with the total number of voting rights and voting results of the online voting of the general meeting of shareholders.
Our lawyers believe that the voting procedures of this general meeting of shareholders comply with the provisions of the securities law, the company law, the rules of the general meeting of shareholders, the detailed rules for the implementation of online voting and other laws, administrative regulations, normative documents and the articles of association.
6、 Voting results of this shareholders' meeting
After the on-site voting and online voting of the general meeting of shareholders, the scrutineer and the teller jointly counted the voting of the on-site voting and online voting of the general meeting of shareholders. The voting results are as follows:
(I) deliberated and passed the proposal on changing the company's domicile and amending the articles of association
Voting: 189986731 shares were approved, accounting for 99.9088% of the shares held by all shareholders attending the meeting; Against 135100 shares, accounting for 0.0710% of the shares held by all shareholders attending the meeting; 38400 shares were abstained (including 0 shares by default due to non voting), accounting for 0.0202% of the shares held by all shareholders attending the meeting.
Among them, the voting situation of small and medium-sized investors is: 17071362 shares are agreed, accounting for 98.9939% of the shares held by small and medium-sized shareholders attending the meeting; Against 135100 shares, accounting for 0.7834% of the shares held by minority shareholders attending the meeting; 38400 shares were abstained (including 0 shares by default due to non voting), accounting for 0.2227% of the shares held by minority shareholders attending the meeting.
The proposal is a special resolution and has been adopted by more than 2 / 3 of the voting rights held by the shareholders (including shareholders' agents) attending the general meeting of shareholders.
Our lawyers believe that the proposals considered at this shareholders' meeting have been effectively passed and the voting results are legal and valid.
7、 Concluding observations
In conclusion, our lawyers believe that the convening and convening procedures of this general meeting of shareholders comply with the relevant provisions of laws, administrative regulations, normative documents and the articles of association, and the qualifications of the convener, attendees, voting methods, voting procedures and voting results of this general meeting of shareholders are legal and effective. The resolutions formed at this general meeting of shareholders are legal and valid.
(there is no text below, followed by the signature page)
(there is no text on this page, which is the signature page of the legal opinion of Henan jintongyuan law firm on the second extraordinary general meeting of shareholders in Haoxiangni Health Food Co.Ltd(002582) 2022)
Handling lawyer of Henan jintongyuan law firm:
(signature and seal) Li Penghui
person in charge:
Su Shunliu
Handling lawyer:
Hu Zhongyang
February 8, 2002
