Jiangsu dufei law firm
Legal opinion on Jiangsu Huifeng Bio Agriculture Co.Ltd(002496) the first extraordinary general meeting of shareholders in 2022
[2022] SUDI securities Zi No. 01 to: Jiangsu Huifeng Bio Agriculture Co.Ltd(002496)
In accordance with the company law of the people's Republic of China (hereinafter referred to as the "company law") and the securities law of the people's Republic of China (hereinafter referred to as the "Securities Law") The provisions of laws, regulations and normative documents such as 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 (for trial Implementation) (hereinafter referred to as the "detailed rules for the implementation of online voting") of China Securities Regulatory Commission, Jiangsu dufei law firm (hereinafter referred to as "the firm") appointed lawyers to attend the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as "the general meeting") of Jiangsu Huifeng Bio Agriculture Co.Ltd(002496) (hereinafter referred to as "the company") and witnessed the relevant matters of the general meeting of shareholders.
In accordance with the provisions of the securities law, the measures for the administration of securities legal business of law firms 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, the firm and its handling lawyers have strictly performed their statutory duties and followed the principles of diligence and good faith, 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.
In order to issue this legal opinion, our lawyers have reviewed the following documents provided by the company, including but not limited to:
1. Articles of Association;
2. Announcement of resolutions of the 14th meeting of the 8th board of directors of the company;
3. Notice of the company on convening the first extraordinary general meeting of shareholders in 2022;
4. Registration documents and certificates of shareholders participating in the general meeting of shareholders;
5. Meeting documents of the general meeting of shareholders.
This legal opinion is only for the purpose of witnessing the legitimacy of relevant matters of the company's general meeting of shareholders, and shall not be used for any other purpose.
In accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, our lawyers provide the following opinions on relevant legal issues such as the convening and convening of the company's general meeting of shareholders:
1、 Convening and convening procedures of the general meeting of shareholders
According to the resolution of the 14th extraordinary meeting of the 8th board of directors and the notice of the company on convening the first extraordinary general meeting of shareholders in 2022, this general meeting of shareholders is convened by the board of directors of the company. On December 29, 2021, the board of directors of the company published the notice on convening the shareholders' meeting in the form of announcement in the securities times, Shanghai Securities News and cninfo.com.
After verification, the time, method and content of the company's meeting notice comply with the provisions of the company law, the rules of the general meeting of shareholders and the articles of association. The general meeting of shareholders was held at Tulip Inn, Chengbei new area, Dafeng District, Yancheng City, Jiangsu Province (intersection of provincial road 226 and Nanhuan Avenue, No. 1 Yingbin Avenue) at 14:00 on Thursday, January 13, 2022 by combining on-site voting and online voting. Among them, online voting provides a voting platform in the form of network to all shareholders of the company through the trading system of Shenzhen Stock Exchange and the Internet voting system. The time of online voting is January 13, 2022. Among them, the specific time for online voting through the trading system of Shenzhen stock exchange is 9:15-9:25, 9:30-11:30 and 13:00-15:00 on January 13, 2022; The specific time for online voting through the Internet voting system of Shenzhen stock exchange is any time from 9:15 on January 13, 2022 to 15:00 on January 13, 2022.
The lawyers of the firm believe that the convening and convening procedures of the general meeting of shareholders comply with the provisions of laws, regulations, rules of the general meeting of shareholders and the articles of association.
2、 Qualification of attendees and conveners of the general meeting of shareholders
According to the notice of the company on convening the first extraordinary general meeting of shareholders in 2022, the persons entitled to attend the general meeting of shareholders include:
1. All shareholders or shareholders' agents registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. at the closing of the market on the afternoon of January 10, 2022;
2. Directors, supervisors and senior managers of the company;
3. Witness lawyer employed by the company.
According to the statistical results of the on-site meeting and the online voting results provided by Shenzhen Securities Information Co., Ltd., 29 shareholders attended the meeting, and the total number of representative shares was 492962229 shares, accounting for 32.6987% of the total shares of the company. Among them, there are 5 shareholders attending the on-site meeting, and the total number of representative shares is 483642389, accounting for 32.08% of the total shares of the company; There are 24 shareholders participating in online voting, and the total number of representative shares is 9319840, accounting for 0.6182% of the total shares of the company.
The convener of the general meeting of shareholders is the board of directors of the company, and Mr. Zhong Hangen, chairman of the company, is the host of the on-site meeting of the general meeting of shareholders.
The lawyer and the convener of the firm jointly verified the legitimacy of the qualification of shareholders participating in the on-site meeting; The qualification of shareholders voting through the online voting system shall be verified by the online voting system provider Shenzhen Securities Information Co., Ltd.
The lawyers of the firm believe that the qualifications of the convener and attendees of the general meeting of shareholders are legal and valid.
3、 Voting procedures and results of the general meeting of shareholders
Witnessed by our lawyers, the general meeting of shareholders adopted a combination of on-site open voting and online voting to vote on the proposal of the general meeting of shareholders. The data of online voting is provided by Shenzhen Securities Information Co., Ltd. The shareholders' meeting scrutinized the votes in accordance with the provisions of the articles of association and announced the voting results on the spot.
The voting of the shareholders' meeting on the proposal on Amending the articles of association is as follows:
491410109 shares, accounting for 99.6851% of the effective voting shares; Against 1552120 shares, accounting for 0.3149% of the effective voting shares; Abstain 0 shares, accounting for 0.0000% of the effective voting shares.
Among them, the voting situation of minority shareholders is: 7767720 shares are agreed, accounting for 83.3461% of the effective voting shares of minority shareholders; Against 1552120 shares, accounting for 16.6539% of the effective voting shares of minority shareholders; Abstained 0 shares, accounting for 0.0000% of the effective voting shares of minority shareholders.
The motion was voted through.
Our lawyers believe that the voting procedures and voting results of the company's general meeting of shareholders are legal and valid.
4、 Concluding observations
Based on the above facts, our lawyers believe that the convening and convening procedures, the qualifications of attendees and conveners, voting procedures and voting results of the company's general meeting of shareholders comply with the provisions of laws and regulations, the rules of general meeting of shareholders and the articles of association, and the resolutions of the general meeting of shareholders are legal and effective.
This legal opinion is made in duplicate without any duplicate.
(there is no text on this page, which is the lawyer's signature page of the legal opinion of Jiangsu dufei law firm on the first extraordinary general meeting of shareholders in Jiangsu Huifeng Bio Agriculture Co.Ltd(002496) 2022)
Handling lawyer of Jiangsu dufei law firm:
Person in charge: Zhang Guijiang, Sun Li
Pan Chunxiang
Address: Dazhong street, Dafeng District, Yancheng City, Jiangsu Province
Third floor, No. 65, Jiankang East Road
January 13, 2022
