Beijing Guofeng law firm
About Xinjiang Talimu Agriculture Development Co.Ltd(600359)
Legal opinion of the first extraordinary general meeting of shareholders in 2022
Gflgz [2022] No. a0050
To: Xinjiang Talimu Agriculture Development Co.Ltd(600359) (your company)
In accordance with the provisions of the law of the people's Republic of China on the general meeting of shareholders and the regulations on the administration of securities firms of the people's Republic of China (hereinafter referred to as the "Securities Law of the people's Republic of China") and the "Regulations of the people's Republic of China on the administration of securities firms", The firm appoints lawyers to attend the first extraordinary general meeting of your company in 2022 (hereinafter referred to as "the general meeting") and issue this legal opinion.
Our lawyers have checked the authenticity and legitimacy of this shareholders' meeting of your company and issued legal opinions in accordance with the requirements of the rules of shareholders' meeting; There are no false records, misleading statements and major omissions in this legal opinion, otherwise our lawyers will bear corresponding legal liabilities.
This legal opinion is only for the purpose of this general meeting of shareholders of your company. Our lawyers agree to announce this legal opinion together with other information disclosure materials of this general meeting of shareholders of your company, and bear corresponding responsibilities for this legal opinion according to law.
In accordance with the requirements of Article 20 of the measures for the administration of securities legal business and Article 5 of the rules of the general meeting of shareholders, and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, our lawyers have verified and verified the relevant documents and facts of the general meeting of shareholders of your company, and now issue the following legal opinions: I. convening of the general meeting of shareholders Convening procedure
It is verified that the shareholders' meeting was convened by the board of directors of your company according to the decision of the 25th meeting of the seventh board of directors held on January 27, 2022. On January 29, 2022, the board of directors of your company has published in China Securities Journal, Shanghai Securities News and the website of Shanghai Stock Exchange (www.sse. Com. CN) The announcement on the resolution of the 25th session of the seventh session of the board of directors and the notice on convening the first extraordinary general meeting of shareholders in 2022 were published. The board of directors of your company has notified all shareholders in the form of announcement 15 days before the convening of the general meeting of shareholders.
The above announcement specifies the time and place of the shareholders' meeting (including the time of online voting and the online voting system adopted), the matters to be considered, and explains that shareholders have the right to attend the shareholders' meeting in person or by proxy and exercise their voting rights, as well as the equity registration date of shareholders who have the right to attend the meeting, the registration method of shareholders attending the meeting Contact address and contact person of the company.
The general meeting of shareholders was held by combining on-site voting and online voting. The on-site meeting was held at the place notified by the announcement at 11:00 a.m. on February 16, 2022; Online voting is provided by Shanghai Securities Information Co., Ltd. entrusted by your company. The time of online voting through the trading system of Shanghai Stock Exchange is 9:15-9:25, 9:30-11:30 and 13:00-15:00 on February 16, 2022. The time of online voting through the Internet system of Shanghai Stock Exchange is 9:15-15:00 on February 16, 2022.
In conclusion, our lawyers believe that the convening and convening procedures of this general meeting of shareholders comply with laws, administrative regulations, rules of general meeting of shareholders and the articles of association of your company, and are legal and effective.
2、 Qualifications of the convener and attendees of the general meeting of shareholders
Upon inspection, the shareholders' meeting was decided to be convened by the 25th meeting of the seventh board of directors of your company, and the announcement notice was issued. The convener of the shareholders' meeting is the board of directors of your company.
According to the signature of shareholders and the power of attorney issued by shareholders, there are 8 shareholders and entrusted agents attending the on-site meeting of the general meeting of shareholders, representing 153960475 shares, accounting for 40.3552% of the total shares of your company; Upon inspection, the qualification of the above shareholders and their entrusted agents to attend the meeting is legal and valid; In addition to your shareholders and entrusted agents, other personnel attending the on-site meeting are your directors, supervisors, senior managers and lawyers.
According to the statistical results of online voting provided by Shanghai Securities Information Co., Ltd. and after verification, 7 shareholders participated in the shareholders' meeting through online voting, holding 478100 shares of your company, accounting for 0.1253% of the total shares of your company. The above qualifications of shareholders participating in online voting have been certified by the trading system and Internet voting system of Shanghai Stock Exchange.
In conclusion, our lawyers believe that the qualifications of the convener and attendees of this general meeting of shareholders comply with the provisions of relevant laws, administrative regulations, normative documents and the articles of association of your company, which are legal and effective.
3、 Voting procedures and results of this general meeting of shareholders
It is verified that the matters considered and voted at this shareholders' meeting are the ten proposals listed in the notice of the announced meeting of your company. The resolutions of this shareholders' meeting are as follows:
1. Deliberating the proposal on renewing the appointment of accounting firms
Voting results: 154420775 affirmative shares, 17800 negative shares and 0 abstention shares. The approved shares accounted for 99.9884% of the total voting shares attending the shareholders' meeting, and the proposal was passed.
Among them, the voting situation of minority shareholders: 605200 shares agreed, 17800 shares opposed and 0 shares abstained. The shares agreed accounted for 97.1428% of the total shares of minority shareholders with voting rights attending the general meeting of shareholders.
2. Review the proposal on the company's 2022 loan plan
Voting results: 154420775 affirmative shares, 17800 negative shares and 0 abstention shares. The approved shares accounted for 99.9884% of the total voting shares attending the shareholders' meeting, and the proposal was passed.
Among them, the voting situation of minority shareholders: 605200 shares agreed, 17800 shares opposed and 0 shares abstained. The shares agreed accounted for 97.1428% of the total shares of minority shareholders with voting rights attending the general meeting of shareholders.
3. Deliberating the proposal on providing financial assistance to subsidiaries in 2022
Voting results: 154420275 affirmative shares, 18300 negative shares and 0 abstention shares. The approved shares accounted for 99.9881% of the total voting shares attending the general meeting of shareholders.
Among them, the voting of minority shareholders: 604700 shares agreed, 18300 shares opposed and 0 shares abstained. The shares agreed accounted for 97.0626% of the total shares of minority shareholders with voting rights attending the general meeting of shareholders.
4. Deliberating the proposal on providing advance guarantee for the borrowings of subsidiaries in 2022
Voting results: 154420275 affirmative shares, 18300 negative shares and 0 abstention shares. The approved shares accounted for 99.9881% of the total voting shares attending the general meeting of shareholders.
Among them, the voting of minority shareholders: 604700 shares agreed, 18300 shares opposed and 0 shares abstained. The shares agreed accounted for 97.0626% of the total shares of minority shareholders with voting rights attending the general meeting of shareholders.
5. Deliberating the proposal on daily connected transactions expected in 2022
Voting results: 604700 affirmative shares, 18300 negative shares and 0 abstention shares. The approved shares accounted for 97.0626% of the total voting shares attending the shareholders' meeting, and the proposal was passed.
Among them, the voting of minority shareholders: 604700 shares agreed, 18300 shares opposed and 0 shares abstained. The shares agreed accounted for 97.0626% of the total shares of minority shareholders with voting rights attending the general meeting of shareholders.
6. Deliberating the proposal on providing counter guarantee and related party transactions for Arar Tongzhong state owned Assets Management Co., Ltd
Voting results: 604700 affirmative shares, 18300 negative shares and 0 abstention shares. The approved shares accounted for 97.0626% of the total voting shares attending the shareholders' meeting, and the proposal was passed.
Among them, the voting of minority shareholders: 604700 shares agreed, 18300 shares opposed and 0 shares abstained. The shares agreed accounted for 97.0626% of the total shares of minority shareholders with voting rights attending the general meeting of shareholders.
7. Deliberating the proposal on mutual guarantee and related party transaction with the first division electric power Co., Ltd. of Xinjiang production and Construction Corps
Voting results: 605200 affirmative shares, 17800 negative shares and 0 abstention shares. The approved shares accounted for 97.1428% of the total voting shares attending the shareholders' meeting, and the proposal was passed.
Among them, the voting situation of minority shareholders: 605200 shares agreed, 17800 shares opposed and 0 shares abstained. The shares agreed accounted for 97.1428% of the total shares of minority shareholders with voting rights attending the general meeting of shareholders.
8. Deliberating the proposal on mutual guarantee and related party transaction with alar Northwest Industrial Investment Development (Group) Co., Ltd
Voting results: 604700 affirmative shares, 18300 negative shares and 0 abstention shares. The approved shares accounted for 97.0626% of the total voting shares attending the shareholders' meeting, and the proposal was passed.
Among them, the voting of minority shareholders: 604700 shares agreed, 18300 shares opposed and 0 shares abstained. The shares agreed accounted for 97.0626% of the total shares of minority shareholders with voting rights attending the general meeting of shareholders.
9. Review the proposal on the proposed write off of receivables of Xinnong licorice company
Voting results: 154420275 affirmative shares, 18300 negative shares and 0 abstention shares. The approved shares accounted for 99.9881% of the total voting shares attending the shareholders' meeting, and the proposal was passed.
Among them, the voting of minority shareholders: 604700 shares agreed, 18300 shares opposed and 0 shares abstained. The shares agreed accounted for 97.0626% of the total shares of minority shareholders with voting rights attending the general meeting of shareholders.
10. Deliberating the proposal on providing pre guarantee for holding subsidiaries in 2022
Voting results: 154420275 affirmative shares, 18300 negative shares and 0 abstention shares. The approved shares accounted for 99.9881% of the total voting shares attending the shareholders' meeting, and the proposal was passed.
Among them, the voting of minority shareholders: 604700 shares agreed, 18300 shares opposed and 0 shares abstained. The shares agreed accounted for 97.0626% of the total shares of minority shareholders with voting rights attending the general meeting of shareholders.
It is verified that the above-mentioned items 5, 6, 7 and 8 are related party transactions, which have been deliberated and adopted by non related shareholders when the related shareholders avoid voting. The voting method of the on-site meeting of the general meeting of shareholders is registered, and the online voting is conducted through the trading system and Internet voting system of Shanghai Stock Exchange. After the above voting, your company counted, counted and announced the voting results of the meeting. The minutes of the shareholders' meeting shall be signed by the chairman, directors, supervisors and Secretary of the board of directors of your company attending the shareholders' meeting, and the resolutions of the meeting shall be signed by the directors of your company attending the shareholders' meeting.
In conclusion, our lawyers believe that the voting procedures and voting results of this general meeting of shareholders comply with the provisions of laws, administrative regulations, normative documents and the articles of association of your company, and are legal and effective.
4、 Concluding observations
To sum up, our lawyers believe that the convening and convening procedures of this general meeting of shareholders, the qualifications of the convener and attendees of this general meeting of shareholders, the voting procedures and voting results of this general meeting of shareholders comply with the provisions of laws, administrative regulations, rules of general meeting of shareholders and the articles of association of your company, which are legal and effective. This legal opinion is made in duplicate.
