Anhui Chengyi law firm
About Tech-Bank Food Co.Ltd(002124)
Legal opinion on convening the 2021 annual general meeting of shareholders
(2022) Cheng Yi Fa Zi No. 00089 to: Tech-Bank Food Co.Ltd(002124)
According to the requirements of the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the rules of the general meeting of shareholders of listed companies and other laws and regulations and other normative documents, Anhui Chengyi law firm accepts the entrustment of Tech-Bank Food Co.Ltd(002124) (hereinafter referred to as the “company”) to appoint Fang Juan Lawyer Wang Tingting (hereinafter referred to as “the lawyer”) issued a legal opinion on the company’s holding of the 2021 annual general meeting of shareholders (hereinafter referred to as “the general meeting of shareholders”).
1、 The qualification of the convener of this general meeting of shareholders and the procedures for convening and convening
After verification, the shareholders’ meeting was convened by the seventh board of directors of the company, and the notice of the meeting was published on the information disclosure newspapers designated by the CSRC and the website of Shenzhen Stock Exchange 20 days before the shareholders’ meeting. The general meeting of shareholders has been held as scheduled according to the requirements of the announcement. The qualification of the convener and the convening and convening procedures of this general meeting of shareholders comply with the provisions of laws, regulations, normative documents and the articles of association.
2、 Qualifications of attendees of the general meeting of shareholders
After verification, 21 shareholders and shareholder representatives of the company attended the meeting, representing 450148896 shares, accounting for 244754% of the total shares of the company. They are all registered shareholders of the company with China Securities Depository and Clearing Co., Ltd. Shenzhen Branch as of the afternoon of May 12, 2022. Among them, there are 5 shareholders who have passed the on-site voting and their authorized representatives, representing 415908745 shares, accounting for 226137% of the total shares of the company. 16 shareholders voted online, representing 34240151 shares, accounting for 1.8617% of the total shares of the company. In order to cooperate with relevant departments in the prevention and control of pneumonia caused by novel coronavirus infection, the company’s directors, supervisors, some senior managers and the lawyer attended the shareholders’ meeting through on-site / video. The qualifications of the personnel attending the general meeting of shareholders meet the provisions of laws, regulations, normative documents and the articles of association.
3、 Proposal of this shareholders’ meeting
After verification, Proposal of 2021 annual general meeting of the board of directors on the proposal of 2021 annual general meeting of the board of directors on the total amount of loans and the report of 2022 annual general meeting of the board of directors on the review of 2021 annual general meeting of the board of directors on the total amount of loans of the company 2022 The proposal on the remuneration of directors, senior executives and supervisors in 2021 and the assessment of business performance in 2022, the proposal on the company’s external guarantee, the proposal on the general election of non independent directors by the company’s board of directors, the proposal on the general election of independent directors by the company’s board of directors and the proposal on the general election of the company’s board of supervisors, among which, The proposal on the general election of non independent directors by the board of directors, the proposal on the general election of independent directors by the board of directors and the proposal on the general election of the board of supervisors of the company implement the cumulative voting system. The above proposal was put forward by the seventh board of directors and the seventh board of supervisors of the company, and the above proposal was announced together with the meeting notice. There is no temporary proposal at this shareholders’ meeting.
The qualification of the proposer of this shareholders’ meeting and the procedures for proposing the proposal comply with the provisions of laws, regulations, normative documents and the articles of association.
4、 Voting procedures and results of this general meeting of shareholders
After verification, the general meeting of shareholders voted on the proposals submitted to the general meeting of shareholders for deliberation by means of on-site written open ballot and online voting in accordance with the voting procedures specified in the rules of the general meeting of shareholders of listed companies and the articles of association. Two shareholder representatives, a supervisor and the lawyer (by video) counted and counted the votes of the on-site meeting, and announced the voting results on the spot. The online voting results are provided by Shenzhen Securities Information Co., Ltd. The shareholders’ meeting adopts separate vote counting by small and medium-sized investors. The voting results of this shareholders’ meeting are as follows:
(I) the proposal on the work report of the board of directors in 2021 was deliberated and adopted
Total voting:
449973716 shares were approved, accounting for 999611% of the shares held by all shareholders attending the meeting; Against 48200 shares, accounting for 0.0107% of the shares held by all shareholders attending the meeting; 126980 shares were abstained (including 0 shares by default due to non voting), accounting for 0.0282% of the shares held by all shareholders attending the meeting.
Voting of minority shareholders:
48238231 shares were approved, accounting for 996382% of the shares held by minority shareholders attending the meeting; Against 48200 shares, accounting for 0.0996% of the shares held by minority shareholders attending the meeting; 126980 shares were abstained (including 0 shares by default due to non voting), accounting for 0.2623% of the shares held by minority shareholders attending the meeting. (II) the proposal on the work report of the board of supervisors in 2021 was deliberated and adopted
Total voting:
449973716 shares were approved, accounting for 999611% of the shares held by all shareholders attending the meeting; Against 48200 shares, accounting for 0.0107% of the shares held by all shareholders attending the meeting; 126980 shares were abstained (including 0 shares by default due to non voting), accounting for 0.0282% of the shares held by all shareholders attending the meeting.
Voting of minority shareholders:
48238231 shares were approved, accounting for 996382% of the shares held by minority shareholders attending the meeting; Against 48200 shares, accounting for 0.0996% of the shares held by minority shareholders attending the meeting; 126980 shares were abstained (including 0 shares by default due to non voting), accounting for 0.2623% of the shares held by minority shareholders attending the meeting. (III) deliberated and passed the proposal on the financial final accounts report of 2021
Total voting:
449973716 shares were approved, accounting for 999611% of the shares held by all shareholders attending the meeting; Against 48200 shares, accounting for 0.0107% of the shares held by all shareholders attending the meeting; 126980 shares were abstained (including 0 shares by default due to non voting), accounting for 0.0282% of the shares held by all shareholders attending the meeting.
Voting of minority shareholders:
48238231 shares were approved, accounting for 996382% of the shares held by minority shareholders attending the meeting; Against 48200 shares, accounting for 0.0996% of the shares held by minority shareholders attending the meeting; 126980 shares were abstained (including 0 shares by default due to non voting), accounting for 0.2623% of the shares held by minority shareholders attending the meeting.
(IV) the full text and summary of the 2021 annual report were reviewed and adopted
Total voting:
449973716 shares were approved, accounting for 999611% of the shares held by all shareholders attending the meeting; Against 48200 shares, accounting for 0.0107% of the shares held by all shareholders attending the meeting; 126980 shares were abstained (including 0 shares by default due to non voting), accounting for 0.0282% of the shares held by all shareholders attending the meeting.
Voting of minority shareholders:
48238231 shares were approved, accounting for 996382% of the shares held by minority shareholders attending the meeting; Against 48200 shares, accounting for 0.0996% of the shares held by minority shareholders attending the meeting; 126980 shares were abstained (including 0 shares by default due to non voting), accounting for 0.2623% of the shares held by minority shareholders attending the meeting. (V) the proposal on the profit distribution plan for 2021 was deliberated and adopted
Total voting:
Agree to 45010696 shares, accounting for 999893% of the shares held by all shareholders attending the meeting; Against 48200 shares, accounting for 0.0107% of the shares held by all shareholders attending the meeting; Abstain 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the shares held by all shareholders attending the meeting.
Voting of minority shareholders:
48365211 shares were approved, accounting for 999004% of the shares held by minority shareholders attending the meeting; Against 48200 shares, accounting for 0.0996% of the shares held by minority shareholders attending the meeting; Abstain from 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the shares held by minority shareholders attending the meeting.
(VI) the proposal on the renewal of the company’s 2022 financial audit institution was deliberated and adopted
Total voting:
449973716 shares were approved, accounting for 999611% of the shares held by all shareholders attending the meeting; Against 48200 shares, accounting for 0.0107% of the shares held by all shareholders attending the meeting; 126980 shares were abstained (including 0 shares by default due to non voting), accounting for 0.0282% of the shares held by all shareholders attending the meeting.
Voting of minority shareholders:
48238231 shares were approved, accounting for 996382% of the shares held by minority shareholders attending the meeting; Against 48200 shares, accounting for 0.0996% of the shares held by minority shareholders attending the meeting; 126980 shares were abstained (including 0 shares by default due to non voting), accounting for 0.2623% of the shares held by minority shareholders attending the meeting. (VII) the proposal on the total amount and authorization of loans and credits from banks in 2022 was reviewed and approved. The general voting results are as follows:
444072665 shares were approved, accounting for 986502% of the shares held by all shareholders attending the meeting; Oppose 6076231 shares, accounting for 1.3498% of the shares held by all shareholders attending the meeting; Abstain 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the shares held by all shareholders attending the meeting.
Voting of minority shareholders:
42337180 shares were approved, accounting for 874493% of the shares held by minority shareholders attending the meeting; Oppose 6076231 shares, accounting for 125507% of the shares held by minority shareholders attending the meeting; Abstain from 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the shares held by minority shareholders attending the meeting.
(VIII) the proposal on the remuneration of directors, senior executives and supervisors in 2021 and the assessment of business performance in 2022 was deliberated and adopted
Total voting:
443956165 shares were approved, accounting for 986243% of the shares held by all shareholders attending the meeting; Against 6192731 shares, accounting for 1.3757% of the shares held by all shareholders attending the meeting; Abstain 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the shares held by all shareholders attending the meeting.
Voting of minority shareholders:
42220680 shares were approved, accounting for 872086% of the shares held by minority shareholders attending the meeting; Against 6192731 shares, accounting for 127914% of the shares held by minority shareholders attending the meeting; Abstain from 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the shares held by minority shareholders attending the meeting.
(IX) the proposal on external guarantee of the company was deliberated and passed
Total voting:
445294656 shares were agreed, accounting for 989216% of the shares held by all shareholders attending the meeting; Against 539320 shares, accounting for 0.1198% of the shares held by all shareholders attending the meeting; 4314920 shares were abstained (including 0 shares by default due to non voting), accounting for 0.9586% of the shares held by all shareholders attending the meeting.
Voting of minority shareholders:
43559171 shares were approved, accounting for 899734% of the shares held by minority shareholders attending the meeting; Against 539320 shares, accounting for 1.1140% of the shares held by minority shareholders attending the meeting; 4314920 shares were abstained (including 0 shares by default due to non voting), accounting for 8.9127% of the shares held by minority shareholders attending the meeting. (x) the proposal on the general election of non independent directors by the board of directors of the company was deliberated and adopted item by item
Total voting:
Is the number of votes obtained by the name of the motion elected
The election of Mr. Zhang Banghui as a non independent director of the eighth board of directors is 440882779 shares
Mr. Sheng Yuhua was elected as a non independent director of the eighth board of directors with 445212701 shares
Mr. Zhao Shouning was elected as a non independent director of the eighth board of directors, with 445197699 shares
Mr. Xia minhai was elected as a non independent director of the eighth board of directors, with 445197700 shares
Voting of minority shareholders:
Is the number of votes obtained by the name of the motion elected
Electing Mr. Zhang Banghui as a non independent director of the eighth board of directors with 39147294 shares
The election of Mr. Sheng Yuhua as a non independent director of the eighth board of directors is 43477216 shares
Election of Mr. Zhao Shouning as a non independent director of the eighth board of directors 43462214 shares
Mr. Xia minhai was elected as a non independent director of the eighth board of directors, with 43462215 shares
（11） The proposal on the general election of independent directors by the board of directors of the company was deliberated and adopted one by one
Total voting:
