Hunan Qiyuan law firm
about
Yuan Longping High-Tech Agriculture Co.Ltd(000998)
Of the first (extraordinary) general meeting of shareholders in 2022
Legal opinion
410007, 63 / F, Shimao global financial center, 393 Jianxiang Road, Furong district, Changsha City, Hunan Province
Tel: (0731) 82953778 Fax: (0731) 82953779
Website: www.qiyuan.com com.
March, 2002
To: Yuan Longping High-Tech Agriculture Co.Ltd(000998)
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 provisions of current Chinese laws, regulations and normative documents such as the Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 1 - standardized operation of listed companies on the main board (hereinafter referred to as the "standardized operation guidelines") and the Yuan Longping High-Tech Agriculture Co.Ltd(000998) articles of Association (hereinafter referred to as the "articles of association"), Entrusted by Yuan Longping High-Tech Agriculture Co.Ltd(000998) (hereinafter referred to as "the company"), Hunan Qiyuan law firm (hereinafter referred to as "the firm") appointed its lawyers to attend the company's first (extraordinary) general meeting of shareholders in 2022 (hereinafter referred to as "the general meeting of shareholders"), to discuss the convening and convening procedures of the general meeting of shareholders, the qualifications of conveners and attendees The legality and validity of voting procedures and voting results shall be witnessed by on-site lawyers, and this legal opinion shall be issued.
With regard to this legal opinion, we and our lawyers hereby make the following statement:
(I) in this legal opinion, the firm and its lawyers only verify and witness the convening and convening procedures, the qualifications of the convener and the participants, the voting procedures and the voting results of this general meeting of shareholders, and express legal opinions, and do not express opinions on the completeness, authenticity and accuracy of the proposal content of this general meeting of shareholders and the facts and data involved.
(II) the firm and its lawyers have strictly performed their statutory duties and followed the principles of diligence and good faith in accordance with the provisions of the securities law, the measures for the administration of securities legal business of law firms, the rules for the practice of securities legal business of law firms (for Trial Implementation) and other provisions, as well as the facts that have occurred or exist before the issuance date of this legal opinion, Sufficient verification and verification have been carried out to ensure 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 bear corresponding legal liabilities.
(III) the company has guaranteed and promised to the firm and its lawyers that the originals of all documents provided to the firm's lawyers and the copies that are consistent with the originals verified by the firm's lawyers are true, complete and reliable, and there are no false records, misleading statements or major omissions.
(IV) our lawyers agree to announce this legal opinion together with other information disclosure materials of this shareholders' meeting. No one may use it for any other purpose without the prior written consent of our lawyer.
Based on the above, in accordance with the requirements of relevant laws, administrative regulations, departmental rules and normative documents, and in accordance with the recognized business standards, ethics and diligence spirit of the lawyer industry, our lawyers express the following legal opinions on this shareholders' meeting:
1、 Convening and convening procedures of this general meeting of shareholders
(I) convening of the general meeting of shareholders
After verification by the lawyers of the firm, the shareholders' meeting was approved by the resolution of the 14th (Interim) meeting of the eighth board of directors of the company and convened by the board of directors of the company.
On February 15, 2022, the board of directors of the company made a statement on China Securities News, Shanghai Securities News, securities times and cninfo（ http://www.cn.info.com.cn. ）The notice on convening the first (Interim) general meeting of shareholders in 2022 was announced on the, which disclosed the time, method, participants, place, deliberation matters and other contents of the general meeting of shareholders.
(II) convening procedures of the general meeting of shareholders
The general meeting of shareholders is held by combining on-site meeting and online voting:
1. The on-site meeting of the general meeting of shareholders was held at 15:00 p.m. on Wednesday, March 2, 2022 in the conference room on the first floor, No. 638 Heping Road, Furong district, Changsha City, Hunan Province. The time, place and deliberations of the general meeting of shareholders were consistent with the notice of the meeting.
2. The online voting time of this general meeting of shareholders is March 2, 2022. The specific time of online voting through the trading system of Shenzhen stock exchange is: 9:15-9:25 a.m., 9:30-11:30 a.m. and 13:00-15:00 p.m. on March 2, 2022; The specific time of voting through the Internet voting system of Shenzhen stock exchange is any time from 9:15 to 15:00 on March 2, 2022.
To sum up, the exchange believes that the convening and convening procedures of the general meeting of shareholders comply with the provisions of the company law, the rules of the general meeting of shareholders, the guidelines for standardized operation and other laws, regulations, normative documents and the articles of association. 2、 Qualifications of conveners and attendees of the general meeting of shareholders
(I) convener of the general meeting of shareholders
The general meeting of shareholders was convened by the board of directors of the company, which complies with the provisions of the company law, the rules of the general meeting of shareholders, the guidelines for standardized operation and other laws, administrative regulations, departmental rules, normative documents and the articles of association.
(II) shareholders and their proxies attending the general meeting of shareholders
A total of 58 shareholders and shareholders' agents attended the general meeting, representing 471096120 shares, accounting for 364071% of the total voting shares of the company. (as of the date of the general meeting, the total number of shares repurchased by the shareholders is 29708 shares, of which the total number of shares repurchased by the shareholders is 29848 shares, so the total number of shares repurchased by the shareholders is 230048 shares.)
1. Shareholders and their agents attending the on-site meeting
After the lawyers of the exchange checked the register of shareholders, identity certificates and power of attorney of shareholders and their agents attending the meeting provided by China Securities Depository and Clearing Corporation Limited Shenzhen Branch, there were 8 shareholders and their agents attending the on-site meeting of the general meeting of shareholders, representing 98713513 shares, Accounting for 7.6287% of the total voting shares of the company.
The above shareholders and their agents are the shareholders of the company registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. on the equity registration date determined by the board of directors of the company or their legally authorized entrusted agents.
2. Shareholders participating in online voting
According to the statistical results of online voting provided by Shenzhen Securities Information Co., Ltd. to the company after the online voting of the general meeting of shareholders, 50 shareholders participated in the online voting of the general meeting of shareholders, with 372382607 representative shares, accounting for 287783% of the total voting shares of the company.
The identity of the above shareholders voting through the online voting system has been verified by the identity verification institution.
(III) other personnel attending or attending the on-site meeting as nonvoting delegates
In this general meeting of shareholders, other persons attending or attending the on-site meeting as nonvoting delegates include some directors, supervisors, senior managers of the company and lawyers of the exchange.
In conclusion, the exchange believes that the convener of the general meeting of shareholders, the shareholders attending the general meeting of shareholders and their agents comply with the provisions of the company law, the rules of the general meeting of shareholders, the guidelines for standardized operation and other relevant laws, regulations, normative documents and the articles of Association, and the qualifications of the above personnel are legal and valid.
3、 Voting procedures and results of this general meeting of shareholders
(I) voting procedures of the general meeting of shareholders
The shareholders attending the on-site meeting of the general meeting of shareholders voted on the matters listed in the notice of the meeting by on-site voting, monitored, checked and counted the votes according to the procedures specified in the articles of association, and announced the voting results on the spot. After the online voting of the general meeting of shareholders, 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. After the written open voting and online voting of the on-site meeting, the company consolidated and counted the voting results of the on-site voting and online voting of the general meeting of shareholders.
(II) voting results of the general meeting of shareholders
The proposals and voting results of this shareholders' meeting are as follows:
1. The proposal on the outline of the company's long term service plan was deliberated and adopted
Voting: 457499870 shares were approved, accounting for 971139% of the shares held by all shareholders attending the meeting; Against 13581250 shares, accounting for 2.8829% of the shares held by all shareholders attending the meeting; 15000 shares were abstained (including 0 shares by default due to non voting), accounting for 0.0032% of the shares held by all shareholders attending the meeting.
Voting of minority shareholders who individually or jointly hold less than 5% of the company's shares: 144911230 shares, accounting for 914223% of the shares held by minority shareholders attending the meeting; Against 13581250 shares, accounting for 8.5682% of the shares held by minority shareholders attending the meeting; 15000 shares were abstained (including 0 shares by default due to non voting), accounting for 0.0095% of the shares held by minority shareholders attending the meeting.
2. The proposal on the company's phase I employee stock ownership plan (Draft) and summary of long term service plan was reviewed and approved
Voting: 430202066 shares were approved, accounting for 970103% of the shares held by all shareholders attending the meeting; Against 13250378 shares, accounting for 2.9880% of the shares held by all shareholders attending the meeting; 7900 shares were abstained (including 0 shares by default due to non voting), accounting for 0.0018% of the shares held by all shareholders attending the meeting.
Voting of minority shareholders who individually or jointly hold less than 5% of the company's shares: 145249202 shares, accounting for 916356% of the shares held by minority shareholders attending the meeting; Against 13250378 shares, accounting for 8.3595% of the shares held by minority shareholders attending the meeting; 7900 shares were abstained (including 0 shares by default due to non voting), accounting for 0.0050% of the shares held by minority shareholders attending the meeting.
The proposal involves related party transactions, and related shareholders have avoided voting on the proposal.
3. The proposal on the company's measures for the administration of employee stock ownership plans in the first phase of long-term service plans was reviewed and approved
Voting: 430202066 shares were approved, accounting for 970103% of the shares held by all shareholders attending the meeting; Against 13258278 shares, accounting for 2.9897% of the shares held by all shareholders attending the meeting; Abstain 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the shares held by all shareholders attending the meeting.
Voting of minority shareholders who individually or jointly hold less than 5% of the company's shares: 145249202 shares, accounting for 916356% of the shares held by minority shareholders attending the meeting; Against 13258278 shares, accounting for 8.3644% of the shares held by minority shareholders attending the meeting; Abstain from 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the shares held by minority shareholders attending the meeting.
The proposal involves related party transactions, and related shareholders have avoided voting on the proposal.
4. The proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the first phase of employee stock ownership plan was reviewed and adopted
Voting: 433569488 shares were approved, accounting for 977696% of the shares held by all shareholders attending the meeting; 9882956 shares opposed, accounting for 2.2286% of the shares held by all shareholders attending the meeting; 7900 shares were abstained (including 0 shares by default due to non voting), accounting for 0.0018% of the shares held by all shareholders attending the meeting.
Voting of minority shareholders who individually or jointly hold less than 5% of the company's shares: 148616624 shares agreed, accounting for 937600% of the shares held by minority shareholders attending the meeting; 9882956 shares opposed, accounting for 6.2350% of the shares held by minority shareholders attending the meeting; 7900 shares were abstained (including 0 shares by default due to non voting), accounting for 0.0050% of the shares held by minority shareholders attending the meeting.
The proposal involves related party transactions, and related shareholders have avoided voting on the proposal.
5. The proposal on Amending the articles of association was deliberated and adopted
Voting: 470747420 shares were approved, accounting for 999260% of the shares held by all shareholders attending the meeting; Against 333700 shares, accounting for 0.0708% of the shares held by all shareholders attending the meeting; 15000 shares were abstained (including 0 shares by default due to non voting), accounting for 0.0032% of the shares held by all shareholders attending the meeting.
Voting of minority shareholders who individually or jointly hold less than 5% of the company's shares: 158780 shares were agreed, accounting for 997800% of the shares held by minority shareholders attending the meeting; Against 333700 shares, accounting for 0.2105% of the shares held by minority shareholders attending the meeting; 15000 shares were abstained (including 0 shares by default due to non voting), accounting for 0.0095% of the shares held by minority shareholders attending the meeting.
To sum up, the exchange believes that the voting procedures of this general meeting of shareholders comply with the relevant laws, regulations, normative documents such as the company law, the rules of general meeting of shareholders, the guidelines for standardized operation and the relevant provisions of the articles of association, and the voting results are legal and valid.
4、 Concluding observations
To sum up, the exchange believes that the convening and convening procedures of this general meeting of shareholders comply with the relevant laws, regulations, normative documents such as the company law, the rules for general meetings of shareholders, the guidelines for standardized operation and the relevant provisions of the articles of Association; The qualifications of the convener and the attendees of the general meeting of shareholders are legal and valid; The voting procedures and results of this general meeting of shareholders are legal and valid.
This legal opinion is made in duplicate, one for the company and one for the exchange, which has the same legal effect.
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(there is no text on this page, which is the signature of the legal opinion of Hunan Qiyuan law firm on the first (extraordinary) general meeting of shareholders in Yuan Longping High-Tech Agriculture Co.Ltd(000998) 2022)
