Hubei Ruitong Tianyuan law firm
About Angel Yeast Co.Ltd(600298)
Of the second extraordinary general meeting of shareholders in 2022
Legal opinion
Tianyuan Tianyun
Dedicated and diligent
Hubei Ruitong Tianyuan law firm
About Angel Yeast Co.Ltd(600298)
Of the second extraordinary general meeting of shareholders in 2022
Legal opinion
E.r.f.z. [2023] No. 6003}
Entrusted by Angel Yeast Co.Ltd(600298) (hereinafter referred to as " Angel Yeast Co.Ltd(600298) " or "the company"), Hubei Ruitong Tianyuan law firm (hereinafter referred to as "the firm") appoints its lawyers to attend the second extraordinary general meeting of shareholders in Angel Yeast Co.Ltd(600298) 2022 (hereinafter referred to as "the general meeting of shareholders"), witness the legitimacy of the general meeting of shareholders and issue legal opinions.
This legal opinion is in accordance with the company law of the people's Republic of China (hereinafter referred to as the "company law"), the securities law of the people's Republic of China (hereinafter referred to as the "Securities Law"), the rules for the general meeting of shareholders of listed companies (hereinafter referred to as the "rules for the general meeting of shareholders") and the Angel Yeast Co.Ltd(600298) articles of Association (hereinafter referred to as the "articles of association") The Angel Yeast Co.Ltd(600298) rules of procedure of the general meeting of shareholders (hereinafter referred to as "rules of procedure of the general meeting of shareholders") and other laws, regulations and normative documents are issued.
The firm and its lawyers agree to announce this legal opinion as a legal necessary document of the general meeting of shareholders, and bear the responsibility for the legal opinion issued according to law.
In order to issue this legal opinion, our lawyers reviewed the relevant documents provided by the company, including but not limited to the following:
(I) the current effective articles of association of the company;
Address: 9 / F, tower a, 1911 office building, No. 589, Xinhua Road, Jianghan District, Wuhan, Hubei Province
Address:9/F Block A The Great Wuhan 1911,No.589 Xinhua Road,Wuhan,Hubei
(II) the 37th meeting of the 8th board of directors held on January 24, 2022 deliberated and adopted the relevant proposals of the general meeting of shareholders;
(III) the register of shareholders on the equity registration date of the company's general meeting of shareholders, the registration records of shareholders attending the on-site meeting and voucher materials;
(IV) meeting materials of the company's general meeting of shareholders.
This legal opinion is only for the purpose of the company's current general meeting of shareholders. Our lawyers agree to announce this legal opinion together with the resolution of the company's current general meeting of shareholders and other information disclosure materials.
In this legal opinion, our lawyers only express their opinions on whether the convening and convening procedures, the qualifications of attendees, the qualifications of conveners, the voting procedures and voting results of this general meeting of shareholders comply with the provisions of the company law, the rules for the general meeting of shareholders of listed companies and other laws, regulations and normative documents, as well as the articles of association and the rules of procedure of the general meeting of shareholders, Do not express opinions on the contents of the proposals considered at the meeting and the authenticity and accuracy of the facts or data expressed in these proposals.
In accordance with the business standards, ethics and the spirit of diligence recognized by the Chinese lawyer industry, our lawyers express the following opinions on the convening and convening procedures of the company's general meeting of shareholders and other relevant legal issues:
1、 Procedures for convening the general meeting of shareholders
On January 24, 2022, the 37th meeting of the 8th board of directors held by the company deliberated and adopted the proposal of this meeting.
After verification, the meeting notice lists the convener, time and place of the meeting, matters to be considered at the meeting, voting methods of the meeting, and describes the objects entitled to attend the meeting, the equity registration date of shareholders, the registration method of shareholders attending the on-site meeting and online voting, the company's contact telephone number and the name of contacts.
The convening procedures of this general meeting of shareholders and the notice of the meeting comply with the relevant provisions of Chinese laws, regulations, normative documents and the articles of association.
2、 Convening of this general meeting of shareholders
(I) time of the meeting
The general meeting of shareholders was held on February 9, 2022. Including: the on-site meeting will be held at 14:00 p.m. (II) site meeting place
Meeting room on the first floor of the company.
(III) moderator
The meeting was presided over by Mr. Xiao Minghua, the director of the company.
(IV) meeting proposal
The types of proposals and voting shareholders deliberated at the general meeting of shareholders
Voting shareholder type serial number proposal name
A-share shareholders
Non cumulative voting motion
1. Proposal on repurchase and cancellation of some restricted shares and adjustment of repurchase price √
2 proposal on implementing the intelligent transformation project of 10000 tons / year yeast sub assembly line in the park √
3 proposal on the implementation of the expansion project of yeast products with an annual output of 8000 tons by Russian companies √
4 proposal on the implementation of the expansion project of yeast products with an annual output of 20000 tons by Egyptian company √
(V) time and media for the disclosure of meeting proposals
1. Time and media of disclosure of the proposal
After verification, the company has disclosed the proposal of the general meeting of shareholders on the designated disclosure media of the company, Shanghai Securities News, China Securities News, securities times and the website of Shanghai Stock Exchange on January 25, 2022（ http://www.sse.com.cn. ）Relevant information disclosed in the announcement.
2. Special resolution proposal: proposal 1
3. Proposals on separate vote counting for small and medium-sized investors: proposal 1, proposal 2, proposal 3 and proposal 4. 4. Proposals involving related shareholders' avoidance of voting: None
Name of related shareholders who should avoid voting: None
5. Proposals involving the voting of preferred shareholders: None
(VI) voting method of the meeting
Voting at the meeting shall be conducted by combining on-site voting and online voting.
(VII) conference network voting system
Online voting system for shareholders' meeting of Shanghai Stock Exchange.
Address: 9 / F, tower a, 1911 office building, No. 589, Xinhua Road, Jianghan District, Wuhan, Hubei Province
Address:9/F Block A The Great Wuhan 1911,No.589 Xinhua Road,Wuhan,Hubei
(VIII) voting time of the meeting
On the day of the general meeting of shareholders, including:
Starting and ending time of online voting: from February 9, 2022
To February 9, 2022
The online voting system of Shanghai Stock Exchange is adopted. The voting time through the trading system voting platform is the trading time period on the day of the general meeting of shareholders, i.e. 9:15-9:25, 9:30-11:30, 13:00-15:00; The voting time through the Internet voting platform is 9:15-15:00 on the day of the general meeting of shareholders.
Our lawyers believe that the actual time, place, method, proposals and other matters discussed at the meeting are consistent with those disclosed in the meeting notice, and its convening procedures comply with Chinese laws, regulations, normative documents and the relevant provisions of the articles of association.
3、 Qualification of the convener of the general meeting of shareholders and the meeting
(I) convener of the general meeting of shareholders
The convener of this general meeting of shareholders is the board of directors of the company, which has the legal qualification to convene this general meeting of shareholders. (II) shareholders and their agents attending the on-site meeting of the general meeting of shareholders
The shareholders and their agents attending the on-site meeting of the general meeting of shareholders are the shareholders of the company registered in Shanghai Branch of China Securities Depository and Clearing Co., Ltd. after the closing of the stock market on the equity registration date, and the agents entrusted by the shareholders who entrust their agents to attend the meeting and vote in writing, with a total of 3 persons, and the number of shares with voting rights on behalf of the company is 330365663 shares, Accounting for 39.67% of the total shares of the company.
After checking the list of shareholders attending the on-site meeting and the supporting materials of shareholders and entrusted agents provided by the company, the subject qualification of shareholders and entrusted agents attending the general meeting of shareholders is legal and valid.
(III) other personnel attending the shareholders' meeting
In addition to the above shareholders and shareholders' agents, some directors, supervisors, Secretary of the board of directors, other senior managers and lawyers hired by the company attended the on-site meeting of the general meeting of shareholders.
After inspection, the qualification of the above personnel is legal and valid.
4、 Online voting of this shareholders' meeting
(I) provision of online voting system for the general meeting of shareholders
According to the notice of the meeting and other relevant announcement documents, the shareholders of the company can not only choose the voting method of on-site voting, but also adopt the method of online voting. At this shareholders' meeting, the company uses the trading system of Shanghai Stock Exchange to provide a voting platform for online exercise, and the shareholders can participate in online voting through the trading system of Shanghai Stock Exchange.
(II) qualification of online voting shareholders and handling of repeated voting
All shareholders registered on the equity registration date of this shareholders' meeting have the right to exercise their voting rights through the online voting platform. The company's shareholders and their proxies can choose either on-site voting or online voting. In case of repeated voting, the result of the second voting shall prevail.
(III) online voting
The number of online voting votes and on-site voting votes of this general meeting of shareholders are included in the total number of voting rights of this general meeting of shareholders.
After examination, 18 shareholders participated in online voting, and the number of voting shares representing the company was 101267424, accounting for 12.16% of the total shares of the company.
Based on the fact that the qualification of online voting shareholders is verified by the trading system of Shanghai stock exchange during online voting, and on the premise that the qualification of shareholders participating in online voting meets the provisions of laws, regulations, normative documents and the articles of association, the exchange believes that the online voting of this general meeting of shareholders meets the relevant provisions of laws, regulations, normative documents and the articles of association, The announcement, voting method and result statistics of online voting are legal and effective.
5、 Voting procedures and results of this general meeting of shareholders
The general meeting of shareholders adopted a combination of on-site voting and online voting, deliberated and adopted the proposals listed in the notice of the general meeting of shareholders.
There is no proposal for related shareholders to avoid voting in this shareholders' meeting.
The general meeting of shareholders deliberates and votes. This general meeting of shareholders is supervised and counted by three vote supervisors (including two shareholder representatives and one supervisor) and lawyers of the exchange, and the voting results are announced on the spot.
The lawyer of the firm believes that the voting procedures, the identity of the scrutineer and the vote counter and the voting results of the general meeting of shareholders are in line with the relevant provisions of the company law, the rules of the general meeting of shareholders and the articles of Association; Address of the company: 9 / F, block a, 1911 office building, No. 589, Xinhua Road, Jianghan District, Wuhan City, Hubei Province
Address:9/F Block A The Great Wuhan 1911,No.589 Xinhua Road,Wuhan,Hubei
The voting process, exercise of voting rights and voting procedures of the general meeting of shareholders comply with laws, regulations, normative documents, the articles of association and other relevant provisions, and the voting results are legal and valid.
6、 There was no new proposal proposed by shareholders at this shareholders' meeting.
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 the company law, the securities law, the rules of the general meeting of shareholders, the articles of association and the rules of procedure of the general meeting of shareholders; The convener of the general meeting of shareholders and the personnel attending the on-site meeting have legal and effective qualifications; The voting procedures and results of this general meeting of shareholders are legal and valid.
