Report of Beijing Zhonglun (Chengdu) law firm on the first extraordinary general meeting of shareholders in New Hope Liuhe Co.Ltd(000876) 2022
Legal opinion
February, 2002
catalogue
1、 Convening and convening procedures of this general meeting of shareholders- 2 –
2、 Qualification of attendees and conveners of this general meeting of shareholders- 3 –
3、 Voting procedures and results of this general meeting of shareholders- 4 –
4、 Conclusion- 14 –
25-26 / F, South Tower, Tianfu international financial center, No. 966, north section of Tianfu Avenue, high tech Zone, Chengdu, Sichuan 610041
25-26/F, South Tower of Tianfu International Finance Center, 966 North Tianfu Avenue, High -tech Zone, Chengdu,
Sichuan 610041, P. R. China
Tel: + 86 28 62088000 Fax: + 86 28 6208 8111
Website: www.zhonglun.com com.
Beijing Zhonglun (Chengdu) law firm
About New Hope Liuhe Co.Ltd(000876)
Of the first extraordinary general meeting of shareholders in 2022
Legal opinion
To: New Hope Liuhe Co.Ltd(000876)
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”) 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, the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and other laws, regulations and normative documents, as well as the provisions of the New Hope Liuhe Co.Ltd(000876) articles of Association (hereinafter referred to as the “articles of association”), Beijing Zhonglun (Chengdu) law firm (hereinafter referred to as “Zhonglun”) accepted the entrustment of New Hope Liuhe Co.Ltd(000876) (hereinafter referred to as “the company”), appointed a lawyer to attend the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as “the general meeting of shareholders”), witnessed the relevant matters of the general meeting of shareholders and issued this legal opinion according to law.
In order to issue this legal opinion, lawyer Zhonglun reviewed the following documents provided by the company, including but not limited to: 1 Articles of Association;
2. Announcement of the resolutions of the 41st meeting of the 8th board of directors of the company;
3. Announcement of the resolutions of the 49th meeting of the 8th board of directors of the company;
4. Announcement of the resolution of the 27th meeting of the 8th board of supervisors of the company;
5. Notice of the company on convening the first extraordinary general meeting of shareholders in 2022;
6. Correction announcement of the company;
7. Notice of the company on convening the first extraordinary general meeting of shareholders in 2022 (after correction);
8. Suggestive announcement of the company on convening the first extraordinary general meeting of shareholders in 2022;
9. Registration documents and certificates of shareholders attending the general meeting of shareholders of the company;
10. Other documents of the general meeting of shareholders of the company.
In this legal opinion, lawyer Zhonglun only expresses opinions on whether the convening and convening procedures, the qualifications of the participants, the qualifications of the convener, the voting procedures and the voting results of this general meeting of shareholders are in line with the provisions of the company law, other laws, regulations, normative documents and the articles of association, 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 such proposals. Zhonglun lawyer was unable to verify the qualification of online voting shareholders. On the premise that the qualifications of shareholders participating in online voting comply with laws, administrative regulations, normative provisions and the articles of association, relevant shareholders attending the meeting are qualified.
This legal opinion is only for the purpose of witnessing the general meeting of shareholders of the company, and shall not be used for any other purpose.
In accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, lawyer Zhonglun hereby gives the following opinions:
1、 Convening and convening procedures of this general meeting of shareholders
According to the announcement of the resolution of the 49th meeting of the 8th board of directors, the notice of the company on convening the first extraordinary general meeting of shareholders in 2022 and the notice of the company on convening the first extraordinary general meeting of shareholders in 2022 (after correction), this general meeting of shareholders is convened by the board of directors of the company. The board of directors of the company published the notice on convening the general meeting of shareholders in the form of announcement on January 6, 2022, and published the notice on convening the general meeting of shareholders in the form of correction announcement of the company on January 8, 2022 (after correction). After verification, the method and content of the notice of the meeting issued by the company comply with the provisions of the company law, the rules of the general meeting of shareholders and the articles of association. Mingyu hall on the fourth floor of Mingyu haoya Hotel, No. 339 South Road, is held by combining on-site meeting voting and online voting, and provides online voting platform to shareholders of the company through the trading system of Shenzhen Stock Exchange and Internet voting system. The voting time of shareholders through the trading system of Shenzhen stock exchange is 9:15-9:25, 9:30-11:30 and 13:00-15:00 on February 11, 2022; The voting time through the Internet voting system is 9:15-15:00 on February 11, 2022.
Zhonglun lawyer believes that the convening and convening procedures of this general meeting of shareholders comply with the provisions of the company law, the rules of general meeting of shareholders and the articles of association.
2、 Qualification of attendees and conveners of the general meeting of shareholders
According to the notice of the company on convening the first extraordinary general meeting of shareholders in 2022 and the suggestive announcement of the company on convening the first extraordinary general meeting of shareholders in 2022, the persons entitled to participate in the general meeting of shareholders include:
1. At the closing of the afternoon of the equity registration day, all ordinary shareholders of the company registered in CSDCC Shenzhen Branch have the right to attend the general meeting of shareholders and can entrust an agent in writing to attend the meeting and vote. The agent of the shareholder does not have to be a shareholder of the company.
2. Directors, supervisors and senior managers of the company;
3. Lawyers employed by the company.
According to the statistical results of the on-site meeting and the online voting results, 105 shareholders or their agents participated in the general meeting of shareholders, representing 2823238662 voting shares, accounting for 62.6661% of the total voting shares of the company. Among them, there are 9 shareholders or their agents attending the on-site meeting, representing 2463246763 voting shares, accounting for 54.6755% of the total voting shares of the company; A total of 96 shareholders voted online, representing 359991899 voting shares, accounting for 7.9906% of the total voting shares of the company.
The convener of this general meeting of shareholders is the board of directors of the company. Lawyer Zhonglun and the convener jointly verified the legitimacy of the qualification of shareholders or their agents attending the on-site meeting; For shareholders who vote through the online voting system, the online voting system provider shall provide shareholder information and verify their identity.
Lawyer Zhonglun believes that the qualifications of the attendees and conveners of the general meeting of shareholders are legal and valid. 3、 Voting procedures and results of this general meeting of shareholders
Witnessed by lawyer Zhonglun, the general meeting of shareholders adopted a combination of on-site open voting and online voting to vote on various proposals of the general meeting of shareholders. The data of online voting is provided by Shenzhen Securities Information Co., Ltd. The shareholders’ meeting scrutinized the votes in accordance with the provisions of the articles of association and announced the voting results on the spot. The voting situation and voting results of relevant proposals considered at the general meeting of shareholders are as follows:
1. Proposal on the company’s eligibility for non-public offering of shares
The proposal involves special resolutions and can only be adopted with the consent of more than two-thirds of the voting rights held by the shareholders attending the general meeting of shareholders.
The related shareholders New Hope Liuhe Co.Ltd(000876) Group Co., Ltd., southern hope industry Co., Ltd., Lhasa Economic and Technological Development Zone Xinwang Investment Co., Ltd., Chengdu delicious Street catering and entertainment Co., Ltd., Li Wei, Liu Chang and Liu Yonghao have avoided voting according to law.
The voting of the proposal is as follows: 364075085 shares are approved, accounting for 99.9103% of the total number of valid voting shares held by non affiliated shareholders attending the meeting; Against 321400 shares, accounting for 0.0882% of the total number of valid voting shares held by non affiliated shareholders attending the meeting; 5300 shares were abstained, accounting for 0.0015% of the total number of valid voting shares held by non affiliated shareholders attending the meeting.
Among them, the voting situation of minority shareholders is: 363425085 shares are agreed, accounting for 99.9102% of the total number of valid voting shares held by non affiliated minority investors attending the meeting; Against 321400 shares, accounting for 0.0884% of the total number of valid voting shares held by unrelated small and medium-sized investors attending the meeting; 5300 shares were abstained, accounting for 0.0015% of the total number of valid voting shares held by unrelated small and medium-sized investors attending the meeting.
The voting result of the proposal was passed.
2. Review the proposal on the company’s non-public offering of shares item by item
The proposal involves special resolutions and can only be adopted with the consent of more than two-thirds of the voting rights held by the shareholders attending the general meeting of shareholders.
The related shareholders New Hope Liuhe Co.Ltd(000876) Group Co., Ltd., southern hope industry Co., Ltd., Lhasa Economic and Technological Development Zone Xinwang Investment Co., Ltd., Chengdu delicious Street catering and entertainment Co., Ltd., Li Wei, Liu Chang and Liu Yonghao have avoided voting according to law.
The voting of the proposal is as follows:
2.1 type and par value of issued shares
The voting status of the proposal is: 364082585 shares are approved, accounting for 99.9124% of the total number of valid voting shares held by non affiliated shareholders attending the meeting; Against 313000 shares, accounting for 0.0859% of the total number of valid voting shares held by non affiliated shareholders attending the meeting; 6200 shares were abstained, accounting for 0.0017% of the total number of valid voting shares held by non affiliated shareholders attending the meeting.
Among them, the voting situation of minority shareholders is: 363432585 shares are approved, accounting for 99.9122% of the total number of valid voting shares held by non affiliated minority investors attending the meeting; Against 313000 shares, accounting for 0.0860% of the total number of valid voting shares held by unrelated small and medium-sized investors attending the meeting; 6200 shares were abstained, accounting for 0.0017% of the total number of valid voting shares held by unrelated small and medium-sized investors attending the meeting.
The voting result of the proposal is the adoption of the proposal.
2.2 issuing method and time
The voting of the proposal is as follows: 36408248 shares are approved, accounting for 99.9124% of the total number of valid voting shares held by non affiliated shareholders attending the meeting; Against 313900 shares, accounting for 0.0861% of the total number of valid voting shares held by non affiliated shareholders attending the meeting; 5400 shares were abstained, accounting for 0.0015% of the total number of valid voting shares held by non affiliated shareholders attending the meeting.
Among them, the voting situation of minority shareholders is: 363432485 shares are approved, accounting for 99.9122% of the total number of valid voting shares held by non affiliated minority investors attending the meeting; Against 313900 shares, accounting for 0.0863% of the total number of valid voting shares held by unrelated small and medium-sized investors attending the meeting; 5400 shares were abstained, accounting for 0.0015% of the total number of valid voting shares held by unrelated small and medium-sized investors attending the meeting.
The voting result of the proposal was passed.
2.3 pricing base date, issue price and pricing principle
The voting of the proposal is as follows: 36408248 shares are approved, accounting for 99.9124% of the total number of valid voting shares held by non affiliated shareholders attending the meeting; Against 313900 shares, accounting for 0.0861% of the total number of valid voting shares held by non affiliated shareholders attending the meeting; 5400 shares were abstained, accounting for 0.0015% of the total number of valid voting shares held by non affiliated shareholders attending the meeting.
Among them, the voting situation of minority shareholders is: 363432485 shares are approved, accounting for 99.9122% of the total number of valid voting shares held by non affiliated minority investors attending the meeting; Against 313900 shares, accounting for 0.0863% of the total number of valid voting shares held by unrelated small and medium-sized investors attending the meeting; 5400 shares were abstained, accounting for 0.0015% of the total number of valid voting shares held by unrelated small and medium-sized investors attending the meeting.
The voting result of the proposal was passed.
2.4 issuing object and subscription method
The voting of the proposal is as follows: 364074985 shares are approved, accounting for 99.9103% of the total number of valid voting shares held by non affiliated shareholders attending the meeting; Against 321400 shares, accounting for 0.0882% of the total number of valid voting shares held by non affiliated shareholders attending the meeting; 5400 shares were abstained, accounting for 0.0015% of the total number of valid voting shares held by non affiliated shareholders attending the meeting.
Among them, the voting of minority shareholders is: 363424985 shares, accounting for
