Henan jintongyuan law firm
about
Haoxiangni Health Food Co.Ltd(002582)
The first extraordinary general meeting of shareholders in 2022
of
Legal opinion
Jin FA Zi (2022) No. 0112
January 12, 2002
Henan jintongyuan law firm
About Haoxiangni Health Food Co.Ltd(002582)
Legal opinion of the first extraordinary general meeting of shareholders in 2022
Jin FA Zi (2022) No. 0112 to: Haoxiangni Health Food Co.Ltd(002582)
Entrusted by Haoxiangni Health Food Co.Ltd(002582) (hereinafter referred to as “the company”), Henan jintongyuan law firm (hereinafter referred to as “the firm”) assigned lawyers Zhang Shucai and Hu Zhongyang (hereinafter referred to as “the firm’s lawyer”) to witness the first extraordinary general meeting of the company in 2022 (hereinafter referred to as “the general meeting of shareholders”).
In accordance with the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), the company law of the people’s Republic of China (hereinafter referred to as the “company law”) and the rules for the general meeting of shareholders of listed companies (hereinafter referred to as the “rules for the general meeting of shareholders”) The relevant provisions of laws, administrative regulations and normative documents such as the detailed rules for the implementation of online voting at the general meeting of shareholders of listed companies of Shenzhen Stock Exchange (hereinafter referred to as the “detailed rules for the implementation of online voting”) and the Haoxiangni Health Food Co.Ltd(002582) articles of Association (hereinafter referred to as the “articles of association”), as well as the convening procedures, convener qualifications, convening procedures The legitimacy of important matters such as the qualifications of the participants and non voting participants, the proposals of the general meeting of shareholders, voting procedures and voting results shall be verified, and the following legal opinions on relevant matters of the general meeting of shareholders of the company shall be issued in accordance with the business standards, ethics and diligence recognized by the lawyer industry:
1、 Convening procedures and convener qualification of the general meeting of shareholders
The company held the third meeting of the Fifth Board of directors on December 27, 2021, deliberated and approved the proposal to convene the first extraordinary general meeting of shareholders in 2022, and decided to convene the general meeting of shareholders on January 12, 2022. The board of directors of the company was on cninfo.com on December 28, 2021（ http://www.cn.info.com.cn. ）The notice of Haoxiangni Health Food Co.Ltd(002582) on convening the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as the “notice”) is published on the website. The notice specifies the time, place, method and other relevant matters of convening the general meeting of shareholders, fully discloses the topics of the meeting, explains that shareholders have the right to attend and entrust agents to attend and exercise their voting rights, and defines the registration method of the meeting and the equity registration date of shareholders who have the right to attend the meeting, which meets the requirements of the rules of the general meeting of shareholders and the articles of association. The general meeting of shareholders is convened by the board of directors of the company, which is qualified to convene the general meeting of shareholders.
Our lawyers believe that the convening procedures and the qualifications of the convener of this general meeting of shareholders comply with the provisions of the securities law, the company law, the rules of the general meeting of shareholders and other laws, administrative regulations, normative documents and the articles of association.
2、 Procedures for convening the general meeting of shareholders
The general meeting of shareholders is conducted by combining on-site meeting and online voting. The on-site meeting of the general meeting of shareholders was held as scheduled at 15:00 p.m. on January 12, 2022 in the North Haoxiangni Health Food Co.Ltd(002582) headquarters building at the intersection of S102 and Zhonghua Road, Xuedian Town, Xinzheng City, Zhengzhou City, Henan Province. The specific time for shareholders of the company to vote online through the trading system of Shenzhen stock exchange is 9:15-9:25, 9:30-11:30 and 13:00-15:00 on January 12, 2022; Via Internet voting system（ http://wltp.cn.info.com.cn. ）The specific time for voting is 9:15-15:00 on January 12, 2022.
The lawyers of the firm believe that the time, place and method of the shareholders’ meeting are consistent with the announcement. The convening procedures of the meeting comply with the provisions of the securities law, the company law, the rules of the general meeting of shareholders, the rules for the implementation of online voting and other laws, administrative regulations, normative documents and the articles of association.
3、 Qualifications of the attendees and non voting participants of the general meeting of shareholders
(I) shareholders attending the general meeting
1. A total of 15 shareholders and their proxies attended the on-site meeting of the general meeting of shareholders, representing 180749627 shares with voting rights, accounting for 39.5532% of the total shares of the company. It is verified that the shareholders and their agents attending the on-site meeting of the general meeting of shareholders are legally qualified to attend the general meeting of shareholders.
2. According to the online voting statistics provided by Shenzhen Securities Information Co., Ltd. to the company after the online voting of this meeting, 58 shareholders participated in the online voting within the effective time, and the number of voting shares represented was 12451884, accounting for 2.7248% of the total shares of the company. The identity of shareholders voting through the online voting system shall be verified by the online voting system provider Shenzhen Securities Information Co., Ltd.
A total of 73 shareholders and their proxies attended the on-site meeting of the general meeting of shareholders and participated in online voting. The number of voting shares represented was 193201511 shares, accounting for 42.2781% of the total shares of the company. Among them, 66 investors (hereinafter referred to as “small and medium-sized investors”) holding less than 5% (excluding 5%) participated in the general meeting of shareholders through on-site and network, with 20286142 shares, accounting for 4.4392% of the total shares of the company.
(II) other persons attending and attending the general meeting of shareholders as nonvoting delegates
Other personnel attending the shareholders’ meeting were the company’s directors, supervisors, Secretary of the board of directors and lawyers of the firm. The company’s senior managers attended the shareholders’ meeting as nonvoting delegates.
Our lawyers believe that the above-mentioned persons have the legal qualifications to attend or attend the general meeting of shareholders as nonvoting delegates, and comply with the provisions of the securities law, the company law, the rules for the general meeting of shareholders, the detailed rules for the implementation of online voting and other laws, administrative regulations, normative documents and the articles of association.
4、 Proposal of this shareholders’ meeting
According to the above announcement, the proposals listed in the shareholders’ meeting for deliberation and voting are:
1. By election Mr. Liao Xiaojun as an independent director of the 5th board of directors of the company
2. By election Mr. Li Jia as a non independent director of the 5th board of directors of the company
Our lawyers believe that the proposals actually considered at this shareholders’ meeting are consistent with those specified in the announcement, and the board of directors of the company has not modified the proposals listed in the announcement.
5、 Voting procedures of the general meeting of shareholders
The shareholders attending the on-site meeting of the general meeting of shareholders voted in writing on the above proposals by open ballot, and monitored and counted the votes in accordance with the provisions of the articles of association.
The company provides shareholders with a voting platform in the form of network through the trading system of Shenzhen Stock Exchange and the Internet voting system. After the online voting, Shenzhen Securities Information Co., Ltd. provided the company with the total number of voting rights and voting results of the online voting of the general meeting of shareholders.
Our lawyers believe that the voting procedures of the general meeting of shareholders comply with the provisions of the securities law, the company law, the rules of the general meeting of shareholders, the detailed rules for the implementation of online voting and other laws, administrative regulations, normative documents and the articles of association.
6、 Voting results of the general meeting of shareholders
After the on-site voting and online voting of the general meeting of shareholders, the scrutineer and the teller jointly counted the voting of the on-site voting and online voting of the general meeting of shareholders. The voting results are as follows:
(I) the by election of Mr. Liao Xiaojun as an independent director of the 5th board of directors of the company was reviewed and approved.
Voting: 192548011 shares were approved, accounting for 99.6618% of the shares held by all shareholders attending the meeting; Against 653300 shares, accounting for 0.3381% of the shares held by all shareholders attending the meeting; Abstained 200 shares (including 0 shares by default due to non voting), accounting for 0.0001% of the shares held by all shareholders attending the meeting.
The total voting of minority shareholders: 19632642 shares, accounting for 96.7786% of the shares held by minority shareholders attending the meeting; Against 653300 shares, accounting for 3.2204% of the shares held by minority shareholders attending the meeting; Abstained 200 shares (including 0 shares by default due to non voting), accounting for 0.0010% of the shares held by minority shareholders attending the meeting.
(II) the by election of Mr. Li Jia as a non independent director of the 5th board of directors of the company was reviewed and approved.
Voting: 192311711 shares were approved, accounting for 99.5394% of the shares held by all shareholders attending the meeting; 889600 opposed shares, accounting for 0.4605% of the shares held by all shareholders attending the meeting; Abstained 200 shares (including 0 shares by default due to non voting), accounting for 0.0001% of the shares held by all shareholders attending the meeting.
Among them, the voting situation of small and medium-sized investors was: 19396342 shares were agreed, accounting for 95.6138% of the shares held by small and medium-sized shareholders attending the meeting; 889600 opposed shares, accounting for 4.3853% of the shares held by minority shareholders attending the meeting; Abstained 200 shares (including 0 shares by default due to non voting), accounting for 0.0010% of the shares held by minority shareholders attending the meeting.
Our lawyers believe that all the proposals considered at the general meeting of shareholders have been effectively passed, and the voting results are legal and valid.
7、 Concluding observations
In conclusion, our lawyers believe that the convening and convening procedures of the general meeting of shareholders comply with the relevant provisions of laws, administrative regulations, normative documents and the articles of association, and the qualifications of the convener, attendees, voting methods, voting procedures and voting results of the general meeting of shareholders are legal and effective. The resolutions formed at this shareholders’ meeting are legal and valid.
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(there is no text on this page, which is the signature page of the legal opinion of Henan jintongyuan law firm on the first extraordinary general meeting of shareholders in Haoxiangni Health Food Co.Ltd(002582) 2022)
Handling lawyer of Henan jintongyuan law firm:
(signature and seal) Zhang Shucai
person in charge:
Su Shunliu
Handling lawyer:
Hu Zhongyang
January 12, 2002
