Beijing Guofeng (Shenzhen) law firm
About Shenzhen Agricultural Products Group Co.Ltd(000061)
Legal opinion of the third extraordinary general meeting of shareholders in 2021
Gflgz [2021] c0164
To: Shenzhen Agricultural Products Group Co.Ltd(000061)
Entrusted by Shenzhen Agricultural Products Group Co.Ltd(000061) (hereinafter referred to as "your company"), Beijing Guofeng (Shenzhen) law firm (hereinafter referred to as "our firm") appointed lawyers to attend the on-site meeting of the third extraordinary general meeting of shareholders in 2021 held by your company.
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, the rules for the general meeting of shareholders of listed companies, the detailed rules for the implementation of online voting at the general meeting of shareholders of listed companies of Shenzhen Stock Exchange (revised in 2020), and other laws This legal opinion is issued on matters related to the general meeting of shareholders in accordance with relevant regulations, normative documents and the Shenzhen Agricultural Products Group Co.Ltd(000061) articles of Association (hereinafter referred to as the articles of association).
In order to issue this legal opinion, our lawyers reviewed the relevant matters involved in the shareholders' meeting and consulted the relevant documents for convening the shareholders' meeting, including but not limited to:
1. On December 15, 2021, your company published the notice of Shenzhen Agricultural Products Group Co.Ltd(000061) on convening the third extraordinary general meeting of shareholders in 2021 (hereinafter referred to as the notice of the general meeting of shareholders) in the media meeting the conditions specified by the China Securities Regulatory Commission (hereinafter referred to as the "CSRC"); 2. On December 15, 2021, your company published the announcement on the resolutions of the 49th meeting of the Shenzhen Agricultural Products Group Co.Ltd(000061) eighth board of directors and the announcement on the resolutions of the 31st meeting of the Shenzhen Agricultural Products Group Co.Ltd(000061) eighth board of supervisors in the media meeting the conditions specified by the CSRC;
3. On October 29, 2021, your company published the announcement on the resolution of the 48th meeting of the Shenzhen Agricultural Products Group Co.Ltd(000061) eighth board of directors and the announcement on the resolution of the 30th meeting of the Shenzhen Agricultural Products Group Co.Ltd(000061) eighth board of supervisors in the media meeting the conditions specified by the CSRC;
4. Register of shareholders, identity certificates of shareholders and their agents, power of attorney, etc.
Our lawyers only agree to use this legal opinion as the legal document announced by the general meeting of shareholders, and bear corresponding responsibilities for this legal opinion according to law. This legal opinion shall not be used for other purposes without the written consent of our lawyers.
In accordance with the requirements of relevant laws, regulations and normative documents, and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, our lawyers have verified and verified the relevant documents and matters provided by your company, and now issue the following legal opinions on this shareholders' meeting:
1、 Convening and convening procedures of the general meeting of shareholders
(i) Convening of the general meeting of shareholders
Upon verification by our lawyers, the shareholders' meeting was decided to be held at the 49th meeting of the 8th board of directors held on December 14, 2021. On December 15, 2021, the board of directors of your company published the notice on convening the general meeting of shareholders in the form of announcement on the information disclosure media meeting the conditions specified by the CSRC. Our lawyers believe that the convening method of the general meeting of shareholders of your company complies with the company law and other laws, regulations, normative documents and the relevant provisions of the articles of association.
（2） Convening of this general meeting of shareholders
1. According to the notice of the general meeting of shareholders, your company's notice on convening the general meeting of shareholders has been made in the form of announcement 15 days before the general meeting of shareholders, which is in line with the relevant provisions of the rules of the general meeting of shareholders of listed companies and the articles of Association.
2. According to the notice of the general meeting of shareholders, the main contents of your company's notice of the general meeting of shareholders include: type and session of the meeting, convener, time, method, participants, place of the on-site meeting, matters to be considered at the meeting, registration of the meeting, etc. The contents of the meeting notice comply with the relevant provisions of the articles of association.
3. The shareholders' meeting was held by combining on-site voting and online voting. The on-site meeting was held at Shenzhen Agricultural Products Group Co.Ltd(000061) conference room, 13th floor, east block, times technology building, 7028 Shennan Avenue, Futian District, Shenzhen, Guangdong Province at 14:30 on December 31, 2021. The actual time and place of the on-site meeting shall be consistent with the time and place notified in the notice of the general meeting of shareholders.
4. In addition to the on-site meeting, your company also provides shareholders with a voting platform in the form of network through the trading system of Shenzhen Stock Exchange and the Internet voting system. The specific time for voting through the trading system of Shenzhen stock exchange is: 9:15 to 9:25, 9:30 to 11:30, and 13:00 to 15:00 on December 31, 2021; The specific time for voting through the Internet voting system of Shenzhen stock exchange is: 9:15 to 15:00 on December 31, 2021.
5. The on-site meeting of the general meeting of shareholders is presided over by Mr. Huang Wei, chairman of your company.
Our lawyers believe that the convening and convening procedures of the general meeting of shareholders of your company comply with the company law and other laws, regulations and normative documents as well as the relevant provisions of the articles of association.
2、 About the qualifications of participants and conveners of the general meeting of shareholders
(i) Shareholders and their proxies attending the general meeting of shareholders
Our lawyers checked and verified the shareholders attending the on-site meeting of the general meeting of shareholders and all shareholders registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. at the closing of the market on the afternoon of December 24, 2021 (equity registration date). There were 2 Shareholders and shareholder agents attending the on-site meeting of the general meeting of shareholders, Representing 577974292 voting shares of your company, accounting for 34.0593% of the total voting shares of your company. The shareholders and their agents attending the on-site meeting of the general meeting of shareholders have complete procedures, legal identity, valid representative shares, and comply with the company law and other laws, regulations, normative documents and the relevant provisions of the articles of association.
According to the data provided by Shenzhen Securities Information Co., Ltd., 27 shareholders voted through the online voting system during the online voting time, representing 517203986 voting shares of your company, accounting for 30.4782% of the total voting shares of your company. The qualification of the above-mentioned shareholders participating in online voting has been certified by the trading system and Internet voting system of Shenzhen Stock Exchange.
（2） Other personnel attending the shareholders' meeting
Some directors, supervisors, Secretary of the board of directors and other senior managers of your company as well as our witness lawyers attended or attended the on-site meeting of the general meeting of shareholders.
（3） Convener of this shareholders' meeting
The convener of this general meeting of shareholders is the board of directors of your company.
Our lawyers believe that the qualifications of shareholders, shareholders' agents and other personnel attending the general meeting of shareholders and the convener of the general meeting of shareholders are in line with the company law and other laws, regulations and normative documents as well as the relevant provisions of the articles of association.
3、 Voting procedures of the general meeting of shareholders
Witnessed by our lawyers, the shareholders and their proxies attending the shareholders' meeting deliberated the proposal listed in the notice of shareholders' meeting and voted on the proposal by open ballot, Among them, for major issues affecting the interests of small and medium-sized investors, the votes of small and medium-sized investors (except directors, supervisors, senior managers and other shareholders who individually or jointly hold more than 5% of the shares of your company) are counted separately.
After checking the on-site voting results provided by your company and the statistical results of online voting provided by Shenzhen Securities Information Co., Ltd., the specific proposals and voting of this shareholders' meeting are as follows:
1. Proposal on re employment of accounting firm
Voting: 1093894578 shares were approved, accounting for 99.8828% of the total voting shares held by shareholders and shareholders' agents attending the general meeting; Against 1166600 shares, accounting for 0.1065% of the total voting shares held by shareholders and shareholders' agents attending the general meeting; 117100 shares were abstained, accounting for 0.0107% of the total voting shares held by shareholders and shareholders' agents attending the general meeting.
Among them, the voting of small and medium-sized investors: 8359935 shares were agreed, accounting for 86.6886% of the total voting shares held by small and medium-sized investors attending the general meeting of shareholders; Against 1166600 shares, accounting for 12.0971% of the total voting shares held by small and medium-sized investors attending the shareholders' meeting; 117100 shares were abstained, accounting for 1.2143% of the total voting shares held by small and medium-sized investors attending the general meeting.
2. Proposal on the company's 2021 employee stock ownership plan (Draft) and its summary
Voting: 1093597178 shares were approved, accounting for 99.8556% of the total voting shares held by shareholders and shareholders' agents attending the general meeting; Against 1581100 shares, accounting for 0.1444% of the total voting shares held by shareholders and shareholders' agents attending the general meeting; 0 shares waived.
Among them, the voting of small and medium-sized investors: 8062535 shares were agreed, accounting for 83.6047% of the total voting shares held by small and medium-sized investors attending the general meeting of shareholders; Against 1581100 shares, accounting for 16.3953% of the total voting shares held by small and medium-sized investors attending the shareholders' meeting; 0 shares waived.
3. Proposal on the management measures of the company's employee stock ownership plan in 2021
Voting: 1093597178 shares were approved, accounting for 99.8556% of the total voting shares held by shareholders and shareholders' agents attending the general meeting; Against 1581100 shares, accounting for 0.1444% of the total voting shares held by shareholders and shareholders' agents attending the general meeting; 0 shares waived.
Among them, the voting of small and medium-sized investors: 8062535 shares were agreed, accounting for 83.6047% of the total voting shares held by small and medium-sized investors attending the general meeting of shareholders; Against 1581100 shares, accounting for 16.3953% of the total voting shares held by small and medium-sized investors attending the shareholders' meeting; 0 shares waived.
4. Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the employee stock ownership plan
Voting: 1093597178 shares were approved, accounting for 99.8556% of the total voting shares held by shareholders and shareholders' agents attending the general meeting; Against 1581100 shares, accounting for 0.1444% of the total voting shares held by shareholders and shareholders' agents attending the general meeting; 0 shares waived.
Among them, the voting of small and medium-sized investors: 8062535 shares were agreed, accounting for 83.6047% of the total voting shares held by small and medium-sized investors attending the general meeting of shareholders; Against 1581100 shares, accounting for 16.3953% of the total voting shares held by small and medium-sized investors attending the shareholders' meeting; 0 shares waived.
According to the counting of the on-site voting results by the vote counting and monitoring representatives and the inspection of our lawyers, and the combined statistics of the voting results of on-site voting and online voting, the shareholders' meeting voted on the proposals listed in the notice of shareholders' meeting, and announced the voting results on the spot. According to the voting results, all the proposals considered at the shareholders' meeting were passed.
Our lawyers believe that the voting procedures of the general meeting of shareholders comply with the company law and other laws, regulations and normative documents as well as the relevant provisions of the articles of association, and the voting results are legal and effective.
4、 Concluding observations
Our lawyers believe that the convening and convening procedures of the third extraordinary general meeting of shareholders in 2021, the qualifications of the personnel and conveners attending the general meeting of shareholders and the voting procedures of your company comply with the relevant provisions of the company law and other laws, regulations, normative documents and the articles of association. The voting results of this general meeting of shareholders are legal and valid.
This legal opinion is made in quadruplicate.
(there is no text on this page, which is the signature page of the legal opinion of Beijing Guofeng (Shenzhen) law firm on Shenzhen Agricultural Products Group Co.Ltd(000061) 2021 third extraordinary general meeting of shareholders)
Handling lawyer of Beijing Guofeng (Shenzhen) law firm:
Person in charge: Jin Jun, Huang Xiaojing
Huang Xinyi
December 31, 2021
