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Legal opinion of the first extraordinary general meeting of shareholders in 2022
Kangda guhui Zi [2022] No. 0055 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 first extraordinary general meeting of shareholders in 2022 (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”), and the detailed rules for the implementation of online voting at the general meeting of shareholders of listed companies of Shenzhen Stock Exchange The Muyuan Foods Co.Ltd(002714) articles of Association (hereinafter referred to as the “articles of association”) and other provisions express legal opinions on the convening and convening procedures of this meeting, the qualifications of conveners and attendees, voting procedures and voting results.
With regard to this legal opinion, we and our lawyers hereby make the following statement:
(1) In this legal opinion, we and our lawyers only verify and witness the convening and convening procedures of this meeting, the qualifications of conveners and attendees, voting procedures and voting results, and express legal opinions, 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 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 law firms engaging in securities legal business and the rules for the practice of securities legal business of law firms (for Trial Implementation), as well as the facts that have occurred or exist before the date of issuance 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.
(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 there are no false records, misleading statements or major omissions in the documents issued or provided.
(4) The firm and its lawyers agree to publish this legal opinion as a necessary document of the company’s meeting. No one shall use it for any other purpose without the prior written consent of the firm and its lawyers. 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 issue the following legal opinions:
1、 Convening and convening procedures of this meeting
(I) convening of this meeting
The meeting was approved by the resolution of the fifth meeting of the Fourth Board of directors of the company.
According to the notice of Muyuan Foods Co.Ltd(002714) on convening the first extraordinary general meeting of shareholders in 2022 (Announcement No.: 2022023) issued by the company on the designated information disclosure website cninfo.com, the board of directors of the company notified all shareholders in the form of announcement 15 days before the meeting was held, and made an announcement on the time, place, attendees, convening method The matters under consideration were disclosed.
(II) independent directors solicit voting rights
According to the report on Muyuan Foods Co.Ltd(002714) independent directors’ public solicitation of entrusted voting rights (Announcement No.: 2022022) published by the company on cninfo.com, the designated information disclosure website, Yan Lei, the independent director of the company, as the soliciter, in accordance with the relevant provisions of the measures for the administration of equity incentive of listed companies and the entrustment of other independent directors, Solicit voting rights from all shareholders of the company on the proposals related to the equity incentive plan considered at the first extraordinary general meeting of shareholders in 2022. The solicitation time is February 21, 2022 (9:00-12:00 a.m. and 14:00-18:00 p.m.). It is confirmed by the company that no solicitation object entrusts the soliciter to vote at the above solicitation time.
(III) 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 February 28, 2022, presided over by Vice Chairman Cao Zhinian.
The online voting time of this meeting is February 28, 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 p.m. and 13:00-15:00 p.m. on the trading day of February 28, 2022, The specific time of online voting through the Internet voting system of Shenzhen stock exchange is any time from 9:15 a.m. on February 28, 2022 to 15:00 p.m. on February 28, 2022.
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.
(II) shareholders and their proxies attending the meeting
A total of 187 shareholders and shareholders’ agents attended the meeting, including 202 representative shareholders and 3185 Jilin University Zhengyuan Information Technologies Co.Ltd(003029) representative shares, accounting for 605242% of the total shares of the company.
1. Shareholders and their agents 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, 19 shareholders and their agents attended the on-site meeting of the meeting, 34 representing shareholders and 2883406500 representing shares, accounting for 547930% 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 February 18, 2022 as of the equity registration date.
2. Shareholders participating in online voting
According to the data provided by Shenzhen Securities Information Co., Ltd., 168 shareholders participated in the online voting of this meeting, with 301596529 representative shares, accounting for 5.7312% 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, 195 minority investor shareholders attended the on-site meeting or participated in online voting, representing 321384576 shares, accounting for 6.1072% of the total shares of the company.
(III) other personnel attending or attending the on-site meeting 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 firm.
In conclusion, our lawyers believe that the convener and attendees of this meeting meet 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 and announcement of the meeting by written open ballot, 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.
(II) voting results of this meeting
The voting results of this meeting are as follows:
1. Deliberated and passed the proposal on Muyuan Foods Co.Ltd(002714) 2022 restricted stock incentive plan (Draft) and its summary
The voting result of the proposal is: 3107377630 shares agree, accounting for 981940% of the total number of valid voting shares held by shareholders and shareholder agents attending the meeting; 57150826 shares opposed, accounting for 1.8060% of the total number of valid voting shares held by shareholders and shareholders’ agents attending the meeting; 0 shares abstained, accounting for 0.0000% of the total number of valid voting shares held by shareholders and shareholder agents attending the meeting.
Among them, the voting result of minority investor shareholders on the proposal is: 264233750 shares agree, accounting for 822173% of the total number of valid voting shares held by minority investor shareholders attending the meeting; 57150826 shares opposed, accounting for 177827% of the total number of valid voting shares held by minority investor shareholders attending the meeting; 0 shares abstained, accounting for 0.0000% 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.
2. Deliberated and passed the proposal on the management measures for the implementation and assessment of Muyuan Foods Co.Ltd(002714) 2022 restricted stock incentive plan
The voting result of the proposal is: 3109302940 shares agree, accounting for 982549% of the total number of valid voting shares held by shareholders and shareholder agents attending the meeting; 55225516 shares opposed, accounting for 1.7451% of the total number of valid voting shares held by shareholders and shareholders’ agents attending the meeting; 0 shares abstained, accounting for 0.0000% of the total number of valid voting shares held by shareholders and shareholder agents attending the meeting.
Among them, the voting result of minority investor shareholders on the proposal is: 266159060 shares agree, accounting for 828164% of the total number of valid voting shares held by minority investor shareholders attending the meeting; 55225516 shares opposed, accounting for 171836% of the total number of valid voting shares held by minority investor shareholders attending the meeting; 0 shares abstained, accounting for 0.0000% 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.
3. The proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive was deliberated and adopted. The voting result of the proposal was: 3108861702 shares agreed, accounting for 982409% of the total number of valid voting shares held by shareholders and shareholder agents attending the meeting; 55199014 shares opposed, accounting for 1.7443% of the total number of valid voting shares held by shareholders and shareholders’ agents attending the meeting; 467740 shares abstained, accounting for 0.0148% of the total number of valid voting shares held by shareholders and shareholder agents attending the meeting.
Among them, the voting result of minority investor shareholders on the proposal is: 265717822 shares agree, accounting for 826791% of the total number of valid voting shares held by minority investor shareholders attending the meeting; 55199014 shares opposed, accounting for 171754% of the total number of valid voting shares held by minority investor shareholders attending the meeting; 467740 shares abstained, accounting for 0.1455% 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.
4. The proposal on changing the company’s business scope and amending the articles of association was deliberated and adopted
The voting result of the proposal is: 3184965569 shares agree, accounting for 999988% of the total number of valid voting shares held by shareholders and shareholder agents attending the meeting; 37460 shares objected, accounting for 0.0012% of the total number of valid voting shares held by shareholders and shareholders’ agents attending the meeting; 0 shares abstained, accounting for 0.0000% of the total number of valid voting shares held by shareholders and shareholder agents attending the meeting.
The total number of voting shares held by small and medium-sized investors was 347183%, of which 347199% were valid; 37460 shares objected, accounting for 0.0117% of the total number of valid voting shares held by minority investor shareholders attending the meeting; 0 shares abstained, accounting for 0.000 of the total number of valid voting shares held by minority investor shareholders attending the meeting
