Securities code: Muyuan Foods Co.Ltd(002714) securities abbreviation: Muyuan Foods Co.Ltd(002714) Announcement No.: 2022039 preferred stock code: 140006 preferred stock abbreviation: muyuanyou 01
Bond Code: 127045 bond abbreviation: muyuan convertible bond
Announcement of the resolution of the first extraordinary general meeting of shareholders in 2022
The company and its directors, supervisors and senior managers guarantee that the information disclosed is true, accurate and accurate
Complete, without false records, misleading statements or major omissions.
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Muyuan Foods Co.Ltd(002714) (hereinafter referred to as "the company" or "the company") published the notice on convening the first extraordinary general meeting of shareholders in 2022 on the securities times, China Securities Journal, Shanghai Securities News, securities daily and cninfo website on February 12, 2022.
The general meeting of shareholders was held by combining on-site voting and online voting. There were no resolutions, amendments or new proposals submitted for voting at the shareholders' meeting.
1、 Meetings held
1. Convener: Board of directors
2. Moderator: Cao Zhinian
3. Meeting time
(1) On site meeting time: 15:00 PM, February 28, 2022
(2) Online voting time: 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 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.
4. Venue: muyuan conference room, Longsheng industrial park, Wolong District, Nanyang city.
5. The meeting was convened and held in accordance with the company law of the people's Republic of China, the securities law of the people's Republic of China, the stock listing rules of Shenzhen Stock Exchange, the articles of association and other provisions.
2、 Attendance at the meeting
A total of 187 shareholders and shareholders' agents attended the meeting, representing 202 shareholders and 3185 Jilin University Zhengyuan Information Technologies Co.Ltd(003029) voting shares, accounting for 605242% of the total voting shares of the company. Of which:
1. A total of 19 shareholders and their proxies attended the meeting, representing 34 shareholders, representing 2883406500 voting shares, accounting for 547930% of the total voting shares of the company;
2. A total of 168 shareholders and shareholder agents voted through the trading system and Internet voting system of Shenzhen Stock Exchange, representing 168 shareholders and 301596529 voting shares, accounting for 5.7312% of the total voting shares of the company.
3. A total of 195 small and medium-sized investors participated in the meeting through on-site and online, representing 321384576 voting shares, accounting for 6.1072% of the total voting shares of the company.
On February 12, 2022, the company opened the website at www.cn.info.com.cn The report on public solicitation of entrusted voting rights by independent directors was disclosed. Mr. Yan Lei, the independent director of the company, as the soliciter, solicited the entrusted voting rights of shareholders on the relevant proposals considered by the company's general meeting. As of the end of the solicitation time, Mr. Yan Lei, an independent director, had not received the voting right entrustment from the shareholders.
Some directors, supervisors and senior managers of the company attended the meeting. The convening and convening procedures of this general meeting of shareholders, the qualifications of participants and voting procedures comply with the provisions of the company law and the articles of association, and the meeting is legal and effective.
Lawyers Ye Jianfei and Wang Jingdi of Beijing Kangda law firm witnessed the shareholders' meeting and issued a legal opinion. See http://www.cn.info.com.cn for details.
3、 Deliberation and voting of proposals
After careful deliberation, the shareholders and shareholders' representatives attending the meeting voted on the proposals submitted to the meeting by means of on-site open ballot and online voting, and adopted the following resolutions:
(I) the proposal on Muyuan Foods Co.Ltd(002714) 2022 restricted stock incentive plan (Draft) and its summary was deliberated and adopted
The proposal is a special resolution, which has been deliberated and adopted by more than 2 / 3 of the total number of effective voting shares attending the general meeting of shareholders.
Voting: 3107377630 shares were approved, accounting for 981940% of the total number of valid voting shares held by all shareholders attending the meeting; 57150826 shares opposed, accounting for 1.8060% of the total number of valid voting shares held by all shareholders attending the meeting; Abstain from 0 shares, accounting for 0.0000% of the total number of valid voting shares held by all shareholders attending the meeting.
Voting of minority shareholders: 264233750 shares were approved, accounting for 822173% of the total number of valid voting shares held by minority shareholders attending the meeting; 57150826 shares opposed, accounting for 177827% of the total number of valid voting shares held by minority shareholders attending the meeting; Abstained 0 shares, accounting for 0.0000% of the total number of valid voting shares held by minority shareholders attending the meeting.
The proposal involves related party transactions, and related shareholders have avoided voting on the proposal.
(II) the proposal on the measures for the administration of the assessment of the implementation of the restricted stock incentive plan in Muyuan Foods Co.Ltd(002714) 2022 was deliberated and adopted
The proposal is a special resolution, which has been deliberated and adopted by more than 2 / 3 of the total number of effective voting shares attending the general meeting of shareholders.
Voting: 3109302940 shares were approved, accounting for 982549% of the total number of valid voting shares held by all shareholders attending the meeting; Against 55225516 shares, accounting for 1.7451% of the total number of valid voting shares held by all shareholders attending the meeting; Abstain from 0 shares, accounting for 0.0000% of the total number of valid voting shares held by all shareholders attending the meeting.
Voting of minority shareholders: 266159060 shares were approved, accounting for 828164% of the total number of valid voting shares held by minority shareholders attending the meeting; Against 55225516 shares, accounting for 171836% of the total number of valid voting shares held by minority shareholders attending the meeting; Abstained 0 shares, accounting for 0.0000% of the total number of valid voting shares held by minority shareholders attending the meeting.
The proposal involves related party transactions, and related shareholders have avoided voting on the proposal.
(III) 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 proposal is a special resolution, which has been deliberated and adopted by more than 2 / 3 of the total number of effective voting shares attending the general meeting of shareholders.
Voting: 3108861702 shares were approved, accounting for 982409% of the total number of valid voting shares held by all shareholders attending the meeting; Against 55199014 shares, accounting for 1.7443% of the total number of valid voting shares held by all shareholders attending the meeting; 467740 shares were abstained, accounting for 0.0148% of the total number of valid voting shares held by all shareholders attending the meeting.
Voting of minority shareholders: 265717822 shares were approved, accounting for 826791% of the total number of valid voting shares held by minority shareholders attending the meeting; 55199014 shares opposed, accounting for 171754% of the total number of valid voting shares held by minority shareholders attending the meeting; 467740 shares were abstained, accounting for 0.1455% of the total number of valid voting shares held by minority shareholders attending the meeting.
The proposal involves related party transactions, and related shareholders have avoided voting on the proposal.
(IV) the proposal on changing the company's business scope and amending the articles of association was deliberated and adopted
The proposal is a special resolution, which has been deliberated and adopted by more than 2 / 3 of the total number of effective voting shares attending the general meeting of shareholders.
Voting: 3184965569 shares were approved, accounting for 999988% of the total number of valid voting shares held by all shareholders attending the meeting; 37460 opposition shares, accounting for 0.0012% of the total number of valid voting shares held by all shareholders attending the meeting; Abstain from 0 shares, accounting for 0.0000% of the total number of valid voting shares held by all shareholders attending the meeting.
Voting of minority shareholders: 321347116 shares were approved, accounting for 999883% of the total number of valid voting shares held by minority shareholders attending the meeting; 37460 opposed shares, accounting for 0.0117% of the total number of valid voting shares held by minority shareholders attending the meeting; Abstained 0 shares, accounting for 0.0000% of the total number of valid voting shares held by minority shareholders attending the meeting.
(V) the proposal on repurchase and cancellation of some restricted shares was deliberated and adopted
The proposal is a special resolution, which has been deliberated and adopted by more than 2 / 3 of the total number of effective voting shares attending the general meeting of shareholders.
Voting: 3184965569 shares were approved, accounting for 999988% of the total number of valid voting shares held by all shareholders attending the meeting; 37460 opposition shares, accounting for 0.0012% of the total number of valid voting shares held by all shareholders attending the meeting; Abstain from 0 shares, accounting for 0.0000% of the total number of valid voting shares held by all shareholders attending the meeting.
Voting of minority shareholders: 321347116 shares were approved, accounting for 999883% of the total number of valid voting shares held by minority shareholders attending the meeting; 37460 opposed shares, accounting for 0.0117% of the total number of valid voting shares held by minority shareholders attending the meeting; Abstained 0 shares, accounting for 0.0000% of the total number of valid voting shares held by minority shareholders attending the meeting.
4、 Legal opinions issued by lawyers
Ye Jianfei and Wang Jingdi of Beijing Kangda law firm attended and witnessed the shareholders' meeting and issued the legal opinion of Beijing Kangda law firm on the first extraordinary shareholders' meeting in Muyuan Foods Co.Ltd(002714) 2022. The lawyer of Beijing Kangda law firm believes that the convening and convening procedures, the qualifications of conveners and attendees, voting procedures and voting results 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, and are legal and effective. See http://www.cn.info.com.cn for the full text of the legal opinion.
5、 Documents for future reference
1. Resolution of the first extraordinary general meeting of shareholders in Muyuan Foods Co.Ltd(002714) 2022;
2. Legal opinion of Beijing Kangda law firm on the first extraordinary general meeting of shareholders in Muyuan Foods Co.Ltd(002714) 2022.
It is hereby announced.
Muyuan Foods Co.Ltd(002714) board of directors
March 1, 2022
