Shanghai Zechang law firm
About Shandong Huifa Foodstuff Co.Ltd(603536)
The first extraordinary general meeting of shareholders in 2022
Legal opinion
15th floor, Huishang building, No. 1286 Minsheng Road, Pudong New Area, Shanghai Post Code: 200135 Tel.: 021-50430980 Fax: 021-50432907
February, 2002
Shanghai Zechang law firm
About Shandong Huifa Foodstuff Co.Ltd(603536)
Of the first extraordinary general meeting of shareholders in 2022
Legal opinion
Zechang Zheng Zi 2022-01-04-01 to: Shandong Huifa Foodstuff Co.Ltd(603536)
Entrusted by Shandong Huifa Foodstuff Co.Ltd(603536) (hereinafter referred to as “the company”), the exchange, in accordance with 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 and other laws and regulations This legal opinion is issued in accordance with the relevant provisions of the rules and other normative documents and the Shandong Huifa Foodstuff Co.Ltd(603536) articles of Association (hereinafter referred to as the “articles of association”).
In order to issue this legal opinion, the firm and its lawyers have strictly performed their statutory duties in accordance with the measures for the administration of securities legal business of law firms and the rules for the practice of securities legal business of law firms (for Trial Implementation), followed the principles of diligence and good faith, and conducted necessary verification and examination on the relevant matters involved in this shareholders’ meeting, Checked the relevant documents and materials deemed necessary by the exchange to issue this legal opinion; Due to the recent covid-19 epidemic, the lawyer assigned by the exchange participated in the whole process of the company’s general meeting by video. The exchange guarantees that the facts identified in this legal opinion are true, accurate and complete, the concluding opinions issued are legal and accurate, and there are no false records, misleading statements or major omissions, and is willing to bear corresponding legal liabilities.
In view of this, in accordance with the requirements of the above laws, regulations, rules and normative documents, and in accordance with the recognized business standards, ethics and diligence spirit of the lawyer industry, our lawyers hereby issue the following legal opinions:
1、 The qualification of the convener of this general meeting of shareholders and the procedures for convening and convening it
After verification, the general meeting of shareholders of the company was convened by the board of directors of the company. The company has been on the designated information disclosure media and the website of Shanghai Stock Exchange on January 22, 2022（ http://www.sse.com.cn. ）The notice on convening the first extraordinary general meeting of shareholders in 2022 was issued to announce the time, place, deliberation items, participants and registration methods of the general meeting of shareholders. The date of publication of the announcement is 15 days from the date of the general meeting of shareholders.
The on-site meeting of the general meeting of shareholders was held as scheduled in the company’s conference room on February 10, 2022. The starting and ending time of online voting is from February 10, 2022 to February 10, 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 and 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.
The lawyer of the exchange has verified that the qualification of the convener of the general meeting of shareholders is legal and effective, and the convening and convening procedures of the general meeting of shareholders comply with the company law, the rules for the general meeting of shareholders of listed companies and other laws, regulations, rules and other normative documents, as well as the relevant provisions of the articles of association.
2、 Qualifications of personnel attending the general meeting of shareholders
1. Shareholders attending the meeting and their proxies
After verification, 14 shareholders and their proxies attended the shareholders’ meeting, representing 111085233 voting shares, accounting for 63.5233% of the total shares of the company, including:
(1) Shareholders and their agents attending the on-site meeting
According to the signatures, power of attorney and other materials of shareholders and shareholders’ agents attending the meeting, 10 shareholders and shareholders’ agents attended the on-site meeting of the general meeting of shareholders, representing 111065933 shares with voting rights, accounting for 63.5123% of the total shares of the company.
Upon the inspection of our lawyers, the above shareholders and shareholders’ agents have legal certificates to attend the meeting, and their qualifications to attend the meeting are legal and valid.
(2) Shareholders participating in online voting
According to the data provided by Shanghai Stock Exchange Information Network Co., Ltd., a total of 4 shareholders voted effectively through the online voting system, representing 19300 voting shares, accounting for 0.0110% of the total shares of the company.
The above qualifications of shareholders who vote through the online voting system shall be verified by the online voting system provider Shanghai Stock Exchange Information Network Co., Ltd.
(3) Minority investors and shareholders attending the meeting
A total of 5 small and medium-sized investor shareholders participated in the meeting through on-site and online, representing 39300 voting shares, accounting for 0.0224% of the total shares of the company.
2. Other persons attending the meeting
According to the inspection of our lawyers, other persons attending the shareholders’ meeting are some directors, supervisors and senior managers of the company, and their qualifications to attend the meeting are legal and valid.
In conclusion, our lawyers believe that the qualifications of the attendees of the company’s general meeting of shareholders are legal and valid. 3、 Proposals considered at the general meeting of shareholders
According to the inspection of the lawyers of the firm, the proposals deliberated by the general meeting of shareholders of the company fall within the scope of the general meeting of shareholders of the company, and are consistent with the deliberation matters listed in the notice and announcement of convening the general meeting of shareholders; The on-site meeting of the general meeting of shareholders did not modify the notice.
4、 Voting procedures and results of this general meeting of shareholders
According to the agenda and deliberation items of the general meeting of shareholders, the general meeting of shareholders deliberated and adopted the proposal on the extension of investment projects with raised funds by ordinary resolution by means of on-site voting and online voting. Voting results:
Agreed: 111082833 shares, accounting for 99.9978% of the total number of valid voting shares; Objection: 2400 shares, accounting for 0.0022% of the total number of valid voting shares; Abstention: 0 shares, accounting for 0.0000% of the total number of valid voting shares. Voting of minority shareholders:
Agreed: 36900 shares, accounting for 93.8931% of the total number of valid voting shares held by minority shareholders attending the meeting; Objection: 2400 shares, accounting for 6.1069% of the total number of valid voting shares held by minority shareholders attending the meeting; Abstention: 0 shares, accounting for 0.0000% of the total number of valid voting shares held by minority shareholders attending the meeting.
Our lawyers believe that the voting procedures and voting results of this general meeting of shareholders comply with the relevant provisions of the company law, the rules for the general meeting of shareholders of listed companies and other laws, regulations, rules and other normative documents as well as the articles of association, and the above resolutions adopted at the meeting are legal and effective.
5、 Concluding observations
In conclusion, our lawyers believe that the convening and convening procedures, the qualifications of conveners, the qualifications of participants, the voting procedures and voting results of the company’s first extraordinary general meeting in 2022 are in line with the relevant provisions of the company law, the rules for the general meeting of shareholders of listed companies and other laws, regulations, rules and other normative documents and the articles of association, The resolutions adopted at this shareholders’ meeting are legal and valid.
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