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Guangdong Xinda (Beijing) law firm
About Cnfc Overseas Fisheries Co.Ltd(000798)
Of the third extraordinary general meeting of shareholders in 2021
Legal opinion
Xinda (Beijing) Hui Zi [2021] No. 015 to: Cnfc Overseas Fisheries Co.Ltd(000798)
Guangdong Xinda (Beijing) law firm (hereinafter referred to as “Xinda”) has accepted the entrustment of Cnfc Overseas Fisheries Co.Ltd(000798) (hereinafter referred to as “the company”), appointed Xinda lawyers to attend the third extraordinary general meeting of shareholders in 2021 (hereinafter referred to as “the general meeting of shareholders”), witnessed the legitimacy of the general meeting of shareholders, and issued this notice of Guangdong Xinda (Beijing) law firm on Cnfc Overseas Fisheries Co.Ltd(000798) The legal opinion of the third extraordinary general meeting of shareholders in 2021 (hereinafter referred to as “the legal opinion of the general meeting of shareholders”). The legal opinion of the general meeting of shareholders is in accordance with the company law of the people’s Republic of China (hereinafter referred to as “the company law”) and the rules of the general meeting of shareholders of listed companies (hereinafter referred to as “the rules”) ）And other laws, regulations and normative documents, as well as the provisions of the current effective articles of Association (hereinafter referred to as the “articles of association”), and express legal opinions based on the investigation and understanding of the facts that have occurred or exist before the issuance date of the legal opinion of the general meeting of shareholders.
In order to issue the legal opinion of the shareholders’ meeting, Cinda has strictly followed the legal responsibilities, followed the principles of diligence and good faith, reviewed the relevant documents and materials of the shareholders’ meeting on site, and obtained the following guarantee from the company: the documents and materials related to the legal opinion of the shareholders’ meeting provided to Cinda are true, accurate, complete and effective, It does not contain any misleading information, and there is no concealment or omission.
In this legal opinion of the general meeting of shareholders, Cinda only expresses legal opinions on the convening and convening procedures of the general meeting of shareholders, the qualifications of the personnel attending the meeting and the convener, the voting procedures and voting results of the meeting, and does not express opinions on the authenticity and accuracy of the proposals considered at the general meeting of shareholders and other facts and data related to the proposals.
Cinda agrees to announce the legal opinion of the general meeting of shareholders together with other information disclosure materials of the general meeting of shareholders, and bear corresponding responsibilities for the legal opinion of the general meeting of shareholders according to law.
In view of this, Cinda has issued the following witness opinions on the relevant facts of the shareholders’ meeting in accordance with the business standards, ethics and diligence recognized by the lawyer industry:
1、 On the convening and convening procedures of the general meeting of shareholders
(i) Convening of the general meeting of shareholders
The shareholders’ meeting was convened by the resolution of the third meeting of the eighth board of directors held on December 3, 2021. On December 4, 2020, the board of directors of the company posted on the website of cninfo（ http://www.cn.info.com..cn. ）The notice of Cnfc Overseas Fisheries Co.Ltd(000798) on convening the third extraordinary general meeting of shareholders in 2021 (hereinafter referred to as the “Notice of the meeting”) was issued at the meeting, announcing the time and place of the general meeting, the method of the meeting, the matters to be considered at the meeting, the participants at the meeting, the registration measures and other relevant matters according to the legal time limit.
Lawyer Xinda believes that the convening procedures of the general meeting of shareholders of the company comply with the provisions of the company law, rules and other laws, regulations and normative documents, as well as the relevant provisions of the current articles of association.
（2） Convening of this general meeting of shareholders
1. According to the notice of meeting, the company’s notice of convening this general meeting of shareholders has been made in the form of announcement 15 days in advance, which is in line with the provisions of the company law, rules and other laws, regulations and normative documents, as well as the relevant provisions of the current articles of Association.
2. According to the notice of meeting, the main contents of the company’s notice of the general meeting of shareholders include: meeting time, meeting place, meeting content, participants, registration measures, etc. The contents of such meeting notices comply with the provisions of the company law, rules and other laws, regulations and normative documents, as well as the relevant provisions of the current articles of association.
3. The general meeting of shareholders was held as scheduled at 14:00 on December 22, 2021 in the conference room on the 6th floor of Zhongshui building, No. 31 Minfeng Hutong, Xidan, Beijing. The actual time, place and voting method of the meeting were consistent with those informed in the meeting notice. The meeting was presided over by the chairman, Mr. Zong Wenfeng.
Lawyer Xinda believes that the convening procedures of the general meeting of shareholders of the company comply with the provisions of the company law, rules and other laws, regulations and normative documents, as well as the relevant provisions of the current articles of association.
2、 Qualifications of personnel attending the general meeting of shareholders and Convener
(i) Shareholders and their proxies attending the general meeting of shareholders
According to the XinDa lawyer’s check and inspection of the shareholders’ names of the shareholders attending the meeting and the stock register of the relevant statutory securities registries ending at the end of the Shenzhen stock exchange in December 17, 2020, the name of the shareholders, shareholder cards and ID number of the shareholders attending the shareholders’ meeting are consistent with the records of the shareholders’ register. The proxy of shareholders attending the meeting shall hold legal and valid power of attorney and relevant identity certificates.
A total of 13 shareholders and shareholders’ agents attended the general meeting of shareholders, representing 203451737 shares with voting rights, accounting for 63.6872% of the total voting shares of the company, Among them, there are 10 small and medium-sized investors (except shareholders who individually or jointly hold more than 5% of the company’s shares and other shareholders other than the company’s directors, supervisors and senior managers), representing 14405991 voting shares, accounting for 4.5096% of the total voting shares of the company.
1. There were 3 shareholders and shareholder agents attending the on-site meeting, representing 189045746 shares, accounting for 59.1776% of the total voting shares of the company.
2. There are 10 shareholders and shareholders’ agents voting through the Internet, representing 14405991 shares, accounting for 4.5096% of the total voting shares of the company.
3. Ten small and medium-sized investors (except shareholders who individually or jointly hold more than 5% of the company’s shares and other shareholders other than the company’s directors, supervisors and senior managers) participated in the meeting through the site and network, representing 14405991 shares, accounting for 4.5096% of the total voting shares of the company.
（2） Other persons attending or attending the shareholders’ meeting as nonvoting delegates
Other persons attending or attending the on-site meeting of the general meeting of shareholders include some directors, supervisors, senior managers and Xinda lawyers of the company. Because of the nationwide epidemic of pneumonia against New Coronavirus infection, in order to cooperate with the epidemic prevention and control work and reduce the number of people gathered, some directors, supervisors and senior managers who were unable to attend the meeting of the shareholders’ meeting were able to attend the meeting through communication.
（3） Qualifications of the convener of the general meeting of shareholders
According to the notice of meeting, the convener of the general meeting of shareholders is the board of directors of the company, and is qualified as the convener of the general meeting of shareholders.
Xinda lawyer believes that the shareholders, shareholders’ agents and other personnel attending or attending the general meeting of shareholders are qualified to attend or attend the general meeting of shareholders, and the qualification of the convener of the general meeting of shareholders is legal and effective. 3、 Voting procedures of the general meeting of shareholders
After verification by Xinda lawyer, the proposal included in the notice was considered at the general meeting of shareholders of the company, and on-site and online voting was conducted by open ballot.
(i) The shareholders’ meeting deliberated the proposal
According to the notice of meeting, the shareholders’ meeting deliberated the following matters:
1. Review the proposal on the company’s compliance with the conditions for non-public development of a shares
2. Deliberating the proposal on the company’s non-public development of a shares
(1) Type and par value of issued shares
(2) Method and time of issuance
(3) Pricing base date, pricing principle and issue price
(4) Issuing object and subscription method
(5) Number of issues
(6) Restricted period
(7) Listing location
(8) Purpose of raised funds
(9) Accumulated undistributed profit arrangement
(10) Validity of resolution
3. Review the proposal on the company’s plan for non-public development of a shares
4. Review the proposal on the feasibility report on the use of funds raised by non-public development banks of A-Shares in 2021
5. Deliberation on the proposal that the company does not need to prepare the report on the use of the previously raised funds
6. Deliberating the proposal on diluting the immediate return and filling measures for non-public offering of A-Shares 7. Deliberating the proposal on the commitment of the controlling shareholders, actual controllers, directors and senior managers of the company to take filling measures for diluting the immediate return of non-public offering of a shares
8. Consideration of the
< Cnfc Overseas Fisheries Co.Ltd(000798) 未来三年股东回报规划（2021年-2023年）>
Proposal for
9. Deliberating the proposal on requesting the general meeting of shareholders of the company to authorize the board of directors and persons authorized by the board of directors to handle matters related to this non-public development bank with full powers
10. Deliberating the proposal on reappointment of the company’s audit institution in 2021
The above proposals 2 to 8 are special resolutions of the general meeting of shareholders, which must be adopted by more than two-thirds of the voting rights held by the shareholders (including shareholders’ agents) attending the general meeting of shareholders.
（2） Voting procedure
1. On site voting
According to the statistics of the on-site voting results made by the vote monitoring representative designated by the company and the verification of Xinda lawyer, the shareholders’ meeting voted on the proposals listed in the notice and announced the on-site voting results on the spot. Xinda lawyer believes that the on-site voting procedures comply with the provisions of the company law, the rules and other laws, regulations and normative documents, as well as the relevant provisions of the current articles of association.
2. Network voting
According to the online voting results of the company provided by Shenzhen Securities Information Co., Ltd., which is authorized by Shenzhen Stock Exchange to provide network information services for listed companies, the proposals listed in the announcement of the general meeting of shareholders can be voted and counted. Xinda lawyer believes that the online voting of this general meeting of shareholders is in line with the provisions of the company law, rules and other laws, regulations and normative documents, as well as the relevant provisions of the current articles of association.
（3） Voting results
After verification by Xinda lawyer, it was confirmed that there was no simultaneous voting in on-site and online voting, and the proposal included in the general meeting of shareholders was adopted after combining the results of on-site and online voting. Specifically:
1. Review the proposal on the company’s compliance with the conditions for non-public development of a shares
Voting results: 202906038 shares were agreed, accounting for 99.7318% of the total number of valid voting shares held by shareholders attending the general meeting of shareholders, and 545699 shares were opposed, accounting for 0.2682% of the total number of valid voting shares held by shareholders attending the general meeting of shareholders, 0 shares were abstained (including 0 shares by default due to non voting), accounting for 0.0000% of the total number of valid voting shares held by shareholders attending the shareholders’ meeting. This proposal was passed.
Among them, the voting of small and medium-sized investors: 13860292 shares were agreed, accounting for 96.2120% of the total number of valid voting shares held by small and medium-sized investors attending the meeting; Against 545699 shares, accounting for 3.7880% of the total number of valid voting shares held by small and medium-sized investors attending the meeting; Abstained 0 shares, accounting for 0.0000% of the total number of valid voting shares held by small and medium-sized investors attending the meeting.
2. Review the proposal on the company’s non-public development of A-Shares one by one
2.01 class and par value of shares issued
Voting results: 202906038 shares were agreed, accounting for 99.7318% of the total number of valid voting shares held by shareholders attending the general meeting of shareholders, and 545699 shares were opposed, accounting for 0.2682% of the total number of valid voting shares held by shareholders attending the general meeting of shareholders, 0 shares were abstained (including 0 shares by default due to non voting), accounting for 0.0000% of the total number of valid voting shares held by shareholders attending the shareholders’ meeting. This proposal was passed.
Among them, the voting of small and medium-sized investors: 13860292 shares were agreed, accounting for 96.2120% of the total number of valid voting shares held by small and medium-sized investors attending the meeting; Against 545699 shares, accounting for 3.7880% of the total number of valid voting shares held by small and medium-sized investors attending the meeting; Abstained 0 shares, accounting for 0.0000% of the total number of valid voting shares held by small and medium-sized investors attending the meeting.
2.02 issuing method and time
The voting results were: 202906038 shares were agreed, accounting for 99.7318% of the total number of valid voting shares held by shareholders attending the shareholders’ meeting, and 126600 shares were opposed, accounting for 0.0622% of the total number of valid voting shares held by shareholders attending the shareholders’ meeting, 419099 shares were abstained (including 0 shares by default due to non voting), accounting for 0.2060% of the total number of valid voting shares held by shareholders attending the shareholders’ meeting. The proposal was passed.
Among them, the voting of small and medium-sized investors: 13860292 shares were agreed, accounting for 96.2120% of the total number of valid voting shares held by small and medium-sized investors attending the meeting; Against 126600 shares, accounting for 0.8788% of the total number of valid voting shares held by small and medium-sized investors attending the meeting; 419099 shares were abstained, accounting for 2.9092% of the total number of valid voting shares held by small and medium-sized investors attending the meeting.
2.03 pricing base date and pricing
