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Legal opinion of the fifth extraordinary general meeting of shareholders in 2021
Kangda guhui Zi [2021] No. 0667 to: Muyuan Foods Co.Ltd(002714)
Beijing Kangda law firm (hereinafter referred to as “the firm”) accepts the entrustment of Muyuan Foods Co.Ltd(002714) (hereinafter referred to as “the company”) and appoints its lawyers to attend the fifth extraordinary general meeting of shareholders of the company in 2021 (hereinafter referred to as “the meeting”).
According to 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”), 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 and Muyuan Foods Co.Ltd(002714) The articles of Association (hereinafter referred to as the “articles of association”) and other provisions, express legal opinions on the convening and convening procedures of the meeting, the qualifications of conveners and attendees, voting procedures and voting results.
With regard to this legal opinion, we and our lawyers hereby declare as follows:
(1) In this legal opinion, we and our lawyers only verify, witness and express legal opinions on the convening and convening procedures of this meeting, the qualifications of conveners and attendees, voting procedures and voting results, and do not express opinions on the integrity, authenticity and accuracy of the proposal content of this meeting and the facts and data involved.
(2) The firm and its lawyers shall act in accordance with the securities law, 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) And the facts that have occurred or exist before the issuance date of this legal opinion, have strictly performed their statutory duties, followed the principles of diligence and good faith, and conducted sufficient verification and verification 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 for them.
(3) The company has guaranteed and promised to the firm and its lawyers that the documents, materials, instructions and other information related to the meeting (hereinafter collectively referred to as “documents”) issued or provided by it are true, accurate and complete, the relevant copies or copies are consistent with the original, and the documents issued or provided are free from false records, misleading statements or major omissions.
(4) The firm and its lawyers agree to publish this legal opinion as a necessary document for this meeting of the company. No one shall use it for any other purpose without the prior written consent of the firm and its lawyers. Based on the above, our lawyers shall, in accordance with the requirements of relevant laws, administrative regulations, departmental rules and normative documents, and in accordance with the business standards recognized by the lawyer industry , ethics and diligence, the legal opinions are as follows:
1、 Convening and convening procedures of this meeting
(i) Convening of this meeting
The meeting was approved by the resolution of the third meeting of the Fourth Board of directors of the company.
According to the notice on convening the fifth extraordinary general meeting of shareholders in 2021 issued by the company on the designated information disclosure media, the board of directors of the company notified all shareholders in the form of announcement 15 days before the meeting, and disclosed the time, place, attendees, convening method and deliberation matters of the meeting.
（2） Convening of this meeting
The meeting was held by combining on-site meeting and online voting.
The on-site meeting of this meeting was held in muyuan conference room, Longsheng industrial park, Wolong District, Nanyang city at 15:00 p.m. on December 22, 2021, chaired by Chairman Qin Yinglin.
The online voting time of this meeting is December 22, 2021. The specific time of online voting through the trading system of Shenzhen stock exchange is 9:15-9:25, 9:30-11:30 and 13:00-15:00 on the trading day of December 22, 2021, The specific time for online voting through the Internet voting system of Shenzhen stock exchange is any time from 9:15 a.m. on December 22, 2021 to 15:00 p.m. on December 22, 2021.
In conclusion, our lawyers believe that the convening and convening procedures of this meeting comply with the provisions of the company law, the rules of the general meeting of shareholders and other laws, administrative regulations, departmental rules, normative documents and the articles of association.
2、 Qualifications of conveners and attendees
(i) Convener of this meeting
The convener of this meeting is the board of directors of the company, which complies with the provisions of the company law, the rules of the general meeting of shareholders and other laws, administrative regulations, departmental rules, normative documents and the articles of association.
（2） Shareholders and their proxies attending the meeting
A total of 150 shareholders and shareholders’ agents attended the meeting, including 164 representative shareholders and 3180235268 representative shares, accounting for 60.4336% of the total shares of the company.
1. Shareholders and their proxies attending the on-site meeting
According to the register of shareholders provided by China Securities Depository and Clearing Co., Ltd. Shenzhen Branch, the identity certificates and power of attorney of shareholders and their agents attending the meeting, 20 shareholders and their agents attended the on-site meeting, 34 representing shareholders and 2886209216 representing shares, accounting for 54.8463% of the total shares of the company.
The owner of the above shares is the company’s shareholder registered in Shenzhen Branch of China Securities Depository and Clearing Corporation Limited after the closing of the market on December 14, 2021 as of the equity registration date.
2. Shareholders participating in online voting
According to the data provided by Shenzhen Securities Information Co., Ltd., a total of 130 shareholders participated in the online voting of this meeting, representing 294026052 shares, accounting for 5.5873% of the total shares of the company.
The identity of the above shareholders participating in online voting shall be verified by Shenzhen Securities Information Co., Ltd.
3. Small and medium-sized investors and shareholders attending the meeting
In this meeting, 155 minority investor shareholders attended the on-site meeting or participated in online voting, representing 307756058 shares, accounting for 5.8483% of the total shares of the company.
（3） Other personnel attending or attending on-site meetings as nonvoting delegates
In this meeting, other personnel attending or attending the on-site meeting include some directors, supervisors, senior managers of the company and lawyers of the exchange.
In conclusion, our lawyers believe that the convener and attendees of this meeting comply with the provisions of relevant laws, administrative regulations, departmental rules, normative documents and the articles of association, and their qualifications are legal and valid.
3、 Voting procedures and results of this meeting
(i) Voting procedure of this meeting
The meeting was held by combining on-site meeting and online voting. The on-site meeting voted on the proposals listed in the notice of the meeting by open ballot in writing, and the shareholders’ representatives, supervisors’ representatives and lawyers of the exchange jointly counted and supervised the votes. The statistical results of online voting are provided to the company by Shenzhen Securities Information Co., Ltd. After the written open ballot and online voting of the on-site meeting, the scrutineers and tellers of the meeting combined the two results.
（2） Voting results of this meeting
The voting results of this meeting are as follows:
1. The proposal on the company and its holding subsidiaries applying for credit line from banks and other financial institutions was deliberated and adopted. The voting result of the proposal was: 3177275855 shares agreed, accounting for 99.9069% of the total number of effective voting shares held by shareholders and shareholder agents attending the meeting; 2947213 shares objected, accounting for 0.0927% of the total number of valid voting shares held by shareholders and shareholder agents attending the meeting; 12200 shares abstained, accounting for 0.0004% of the total number of valid voting shares held by shareholders and shareholder agents attending the meeting.
Among them, the voting results of minority investor shareholders on the proposal were: 304796645 shares agreed, accounting for 0.9576% of the total number of valid voting shares held by minority investor shareholders attending the meeting; 12200 shares abstained, accounting for 0.0040% of the total number of valid voting shares held by minority investor shareholders attending the meeting.
Voting result: adopted.
2. The proposal on the prediction of guarantee amount of the company and its holding subsidiaries was deliberated and adopted
The voting result of the proposal is: 3111689695 shares agree, accounting for 97.8446% of the total number of valid voting shares held by shareholders and shareholder agents attending the meeting; 68533373 shares objected, accounting for 2.1550% of the total number of valid voting shares held by shareholders and shareholders’ agents attending the meeting; 12200 shares abstained, accounting for 0.0004% of the total number of valid voting shares held by shareholders and shareholder agents attending the meeting.
Among them, the voting results of minority investor shareholders on the proposal were: 239210485 shares agreed, accounting for 77.7273% of the total number of valid voting shares held by minority investor shareholders attending the meeting; 68533373 shares opposed, accounting for 22.2687% of the total number of valid voting shares held by minority investor shareholders attending the meeting; 12200 shares abstained, accounting for 0.0040% of the total number of valid voting shares held by minority investor shareholders attending the meeting.
Voting result: adopted.
3. The proposal on adjusting matters related to borrowing from related shareholders and related party transactions was deliberated and adopted
The voting result of the proposal was: 297716658 shares agreed, accounting for 96.3549% of the total number of valid voting shares held by shareholders and shareholder agents attending the meeting; 5568895 dissenting shares, accounting for 1.8024% of the total number of valid voting shares held by shareholders and shareholder agents attending the meeting; 5693734 shares abstained, accounting for 1.8428% of the total number of valid voting shares held by shareholders and shareholder agents attending the meeting.
Among them, the voting results of minority investor shareholders on the proposal were: 294458645 shares agreed, accounting for 96.3160% of the total number of valid voting shares held by minority investor shareholders attending the meeting; 5568895 shares opposed, accounting for 1.8216% of the total number of valid voting shares held by minority investor shareholders attending the meeting; 5693734 shares abstained, accounting for 1.8624% of the total effective voting shares held by minority investor shareholders attending the meeting.
The proposal involves related party transactions, and related shareholders have avoided voting on the proposal.
Voting result: adopted.
4. The proposal on the prediction of daily connected transactions in 2022 was deliberated and adopted
The voting result of the proposal is: 308942499 shares agree, accounting for 99.9881% of the total number of valid voting shares held by shareholders and shareholder agents attending the meeting; 24588 dissenting shares, accounting for 0.0080% of the total number of valid voting shares held by shareholders and shareholder agents attending the meeting; 12200 shares abstained, accounting for 0.0039% of the total number of valid voting shares held by shareholders and shareholder agents attending the meeting.
Among them, the voting results of minority investor shareholders on the proposal were: 305684486 shares agreed, accounting for 99.9880% of the total number of valid voting shares held by minority investor shareholders attending the meeting; 24588 shares opposed, accounting for 0.0080% of the total number of valid voting shares held by minority investor shareholders attending the meeting; 12200 shares abstained, accounting for 0.0040% of the total number of valid voting shares held by minority investor shareholders attending the meeting.
The proposal involves related party transactions, and related shareholders have avoided voting on the proposal.
Voting result: adopted.
5. Deliberated and adopted the revised
<股东大会议事规则>
Proposal for
The voting result of the proposal is: 3113911052 shares agree, accounting for 97.9145% of the total number of valid voting shares held by shareholders and shareholder agents attending the meeting; 65843776 dissenting shares, accounting for 2.0704% of the total number of valid voting shares held by shareholders and shareholder agents attending the meeting; 480440 shares abstained, accounting for 0.0151% of the total number of valid voting shares held by shareholders and shareholder agents attending the meeting.
Among them, the voting results of minority investor shareholders on the proposal were: 241431842 shares agreed, accounting for 78.4491% of the total number of valid voting shares held by minority investor shareholders attending the meeting; 65843776 shares objected, accounting for 21.3948% of the total number of valid voting shares held by minority investor shareholders attending the meeting; 480,440
