Report of Xinjiang saide law firm on the first extraordinary general meeting of shareholders in Cofco Sugar Holding Co.Ltd(600737) 2022
Legal opinion
Szgz [2022] No. 05
Xinjiang saide law firm
March, 2002
Xinjiang saide law firm on Cofco Sugar Holding Co.Ltd(600737)
The first extraordinary general meeting of shareholders in 2022
Legal opinion
Szgz (2022) No. 05 to: Cofco Sugar Holding Co.Ltd(600737)
Xinjiang saide law firm (hereinafter referred to as the firm) accepts the entrustment of Cofco Sugar Holding Co.Ltd(600737) (hereinafter referred to as the company), and in accordance with the securities law of the people's Republic of China (hereinafter referred to as the Securities Law) and the company law of the people's Republic of China (hereinafter referred to as the company law), The China Securities Regulatory Commission (CSRC) appoints lawyer Jiang Yuanhong of the exchange, the general meeting rules of listed companies (hereinafter referred to as the general meeting rules) and other laws, regulations and normative documents, as well as the relevant provisions of Cofco Sugar Holding Co.Ltd(600737) (hereinafter referred to as the articles of association) Lawyer Liu zuoxia (hereinafter referred to as "the general meeting") attended the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as "the general meeting of shareholders") held by the company at 14:00 on March 2, 2022 (Wednesday) in the company's conference room on the 20th floor of China Merchants Bank Co.Ltd(600036) building, No. 2 Huanghe Road, Urumqi, Xinjiang, and issued this legal opinion in accordance with relevant laws and regulations.
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, seriously 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 your company's first extraordinary general meeting in 2022. Our lawyers agree that this legal opinion shall be announced together with other information disclosure materials of the company's current general meeting, and shall bear legal liability for this legal opinion according to law.
In accordance with the requirements of 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, the lawyers of the firm have verified and witnessed the important matters such as the convening and convening procedures of the company's general meeting of shareholders, the qualifications of the attendees and conveners, the voting procedures and results of the general meeting of shareholders, and in accordance with relevant laws According to the requirements of laws, regulations and normative documents, this legal opinion is issued on the relevant matters of this shareholders' meeting as follows:
1、 Convening and convening procedures of this general meeting of shareholders
1. On February 15, 2022, the board of directors of the company published on China Securities News, Shanghai Securities News and the website of Shanghai Stock Exchange (www.sse. Com. CN.) The notice of Cofco Sugar Holding Co.Ltd(600737) on convening the first extraordinary general meeting of shareholders in 2022 was published on the website, which stated the convener, time, voting method, date, time and place of the on-site meeting, online voting system, start and end date and voting time, matters to be considered at the meeting, participants at the meeting Meeting registration measures and other matters.
2. The general meeting of shareholders of the company is held by combining on-site voting and online voting, including:
(1) The on-site meeting of the general meeting of shareholders was held at 14:00 p.m. on Wednesday, March 2, 2022 in the company conference room on the 20th floor of China Merchants Bank Co.Ltd(600036) building, No. 2 Huanghe Road, Urumqi, Xinjiang;
(2) The online voting of the general meeting of shareholders is conducted on the platform provided by the online voting system of Shanghai stock exchange for the shareholders of the company. The voting time is 09:15 to 15:00 on Wednesday, March 2, 2022.
2、 Qualifications of personnel attending the general meeting of shareholders
1. Shareholders attending the general meeting of shareholders and their entrusted agents
After checking the register of shareholders on the date of shareholders' registration and the register of shareholders' attendance at the first extraordinary general meeting of shareholders in Cofco Sugar Holding Co.Ltd(600737) 2022, according to the register of shareholders' attendance at the on-site meeting and the procedures of shareholders' entrusted agency, a total of one shareholder and entrusted agent participated in the on-site meeting, with 1085033073 shares of representative shares, Accounting for 50.73% of the company's total share capital of 2138848228 shares.
According to the statistical results of online voting provided by the online voting platform system provided by Shanghai Stock Exchange and after verification, 19 shareholders participated in the shareholders' meeting through online voting, holding 39785109 shares of your company, accounting for 1.8599% of the total shares of the company. A total of 19 small and medium-sized investors participated in the voting of this meeting, holding 39785109 voting shares, accounting for 1.8599% of the total voting shares of the company.
Accordingly, 20 shareholders and authorized agents attended the on-site meeting and voted effectively through online voting at the company's general meeting, representing 1124818182 shares, accounting for 525899% of the company's total share capital.
2. Other personnel attending the annual general meeting of shareholders
Other personnel attending the on-site meeting are directors, supervisors, senior managers and lawyers of the company.
3、 Voting procedures of the general meeting of shareholders
1. Voting procedure
The matters considered and voted at this shareholders' meeting are the proposals listed in the notice of the announced meeting of your company.
The on-site general meeting of shareholders will vote in the way of item by item deliberation and on-site open ballot and online platform voting.
2. Voting results
According to the results of on-site voting and online voting, with the approval of more than 1 / 2 of the effective voting rights held by the shareholders (or agents) attending the meeting, the meeting is adopted as follows:
1. Proposal on terminating some investment projects and permanently replenishing the remaining raised funds with working capital.
The lawyer of the firm verified that the voting procedures and voting methods of the general meeting of shareholders comply with the provisions of the company law, the securities law, the rules of the general meeting of shareholders and other laws and regulations, normative documents and the articles of association, and the voting procedures, voting methods and voting results are legal and effective.
5、 Concluding observations
The lawyers of the firm believe that the convening and convening procedures of the first extraordinary general meeting of shareholders in Cofco Sugar Holding Co.Ltd(600737) 2022, the qualifications of the personnel attending the general meeting of shareholders and the relevant voting procedures comply with the current laws, regulations, normative documents and the relevant provisions of the articles of association of your company, and the resolutions formed at the general meeting of shareholders are legal and effective.
(no text below this page)
(this page is for signature and seal) person in charge of Xinjiang saide law firm: Jiang Yuanhong`
Handling lawyer: Jiang Yuanhong
Zuo Xia Liu
March 2, 2022
