Shandong Deheng Law Firm
Legal opinion on Qingdao Foods Co.Ltd(001219) 2021 annual general meeting of shareholders
May 2022
34th floor, building 1, HNA Wanbang center, No. 2, Hong Kong Middle Road, Qingdao, China
Tel: (+ 86 532) 83899980 / 83885959 zip code: 266071
Shandong Deheng Law Firm
About Qingdao Foods Co.Ltd(001219)
Legal opinion of 2021 annual general meeting
Deheng Zhenglv opinions (2022) No. 065 to: Qingdao Foods Co.Ltd(001219)
Shandong Deheng Law Firm (hereinafter referred to as “the firm”) is entrusted by Qingdao Foods Co.Ltd(001219) (hereinafter referred to as “the company”) to appoint its lawyers to attend the 2021 annual general meeting of shareholders of your company (hereinafter referred to as “the general meeting of shareholders”), In accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the rules for the general meeting of shareholders of listed companies (hereinafter referred to as the “rules for the general meeting of shareholders”), the Qingdao Foods Co.Ltd(001219) articles of Association (hereinafter referred to as the “articles of association”) and relevant laws, regulations and normative documents, our lawyers issue this legal opinion on the relevant matters of the general meeting of shareholders.
This legal opinion only expresses opinions on the convening and convening procedures of the general meeting of shareholders, the qualifications of the convener and participants of the meeting, the legitimacy and validity of the voting procedures and voting results of the meeting, and does not express opinions on the authenticity and accuracy of the contents of the proposals considered by the general meeting of shareholders and the facts or data expressed in such proposals.
In accordance with the provisions of the measures for the administration of law firms engaging in securities legal business and other provisions and 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, followed the principles of diligence and good faith, conducted sufficient verification and verification, and ensured that the facts identified in this legal opinion are true, accurate and complete, and the concluding opinions issued are legal and accurate, There are no false records, misleading statements or major omissions, and they shall bear corresponding legal liabilities.
This legal opinion is only used by your company for the purpose of this general meeting of shareholders, and shall not be used for any other purpose. The lawyer agrees to disclose the information of the company to the public together with the legal opinion of the company, and bear the corresponding legal responsibility for your company’s legal opinion.
Based on our understanding of the facts and the current laws, regulations and normative documents in China, and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, our lawyers hereby issue the following legal opinions: I. the convening and convening procedures of this general meeting of shareholders
The shareholders’ meeting was convened by the board of directors of the company in accordance with the resolution of the 24th Meeting of the ninth board of directors. The board of directors of the company made an announcement on cninfo.com on April 18, 2022（ http://www.cn.info.com.cn. ）And other media released the notice of convening this shareholders’ meeting. The notice of the meeting specifies the time, place, convener, matters to be considered at the meeting and the combination of on-site voting and online voting, explains that shareholders have the right to attend, and can entrust agents to attend and exercise their voting rights, as well as the equity registration date of shareholders who have the right to attend the meeting, and informs the registration method, contact telephone number and contact name of shareholders attending the meeting.
After verification, the shareholders’ meeting was held at 14:00 on Wednesday, May 18, 2022 in Qingdao Foods Co.Ltd(001219) conference room, No. 2, siliuzhong Branch Road, Licang District, Qingdao, Shandong Province. The time, place and deliberations of the meeting are consistent with those disclosed in the above notice.
In conclusion, our lawyers believe that the convening and convening procedures of this general meeting of shareholders comply with the provisions of the company law, the rules of general meeting of shareholders and other relevant laws and regulations, normative documents and the articles of association, and are legal and effective.
2、 Qualification of the persons attending the general meeting of shareholders and the convener of the meeting
After verification, the general meeting of shareholders was convened by the board of directors of the company. The board of directors of the company is elected by the general meeting of shareholders, and the directors of the company have the legal qualification to serve as directors of the company; The board of directors of the company is not unable to perform its functions and powers.
The total number of shareholders and authorized representatives of shareholders attending the meeting is 13, and the number of shares representing the company is 42680542, accounting for 480908% of the total voting shares of the company.
In conclusion, our lawyers believe that the qualifications of the convener of the general meeting of shareholders and the personnel attending the general meeting of shareholders comply with the provisions of the company law, the rules of the general meeting of shareholders and other relevant laws and regulations, normative documents and the articles of association.
3、 Voting procedures and results of this general meeting of shareholders
The shareholders’ meeting deliberated and voted on the proposals listed in the meeting notice one by one.
The general meeting of shareholders adopts a combination of on-site voting and online voting. The votes shall be counted and monitored in accordance with the company law, the securities law of the people’s Republic of China, the rules of the general meeting of shareholders and other relevant laws and regulations, as well as the provisions of normative documents and the articles of association.
According to the statistics of on-site voting and online voting results, the voting results of the proposals considered at the shareholders’ meeting are as follows: 1. Proposal on the work report of the board of directors in 2021
Voting: 42680042 shares were approved, accounting for 999988% of the total voting shares held by shareholders attending the meeting; Against 500 shares, accounting for 0.0012% of the total voting shares held by shareholders attending the meeting; Abstain from 0 shares, accounting for 0.0000% of the total voting shares held by shareholders attending the meeting.
Voting result: the proposal was passed.
2. Proposal on the work report of the board of supervisors in 2021
Voting: 42680042 shares were approved, accounting for 999988% of the total voting shares held by shareholders attending the meeting; Against 500 shares, accounting for 0.0012% of the total voting shares held by shareholders attending the meeting; Abstain from 0 shares, accounting for 0.0000% of the total voting shares held by shareholders attending the meeting.
Voting result: the proposal was passed.
3. Proposal on 2021 annual report and its summary
Voting: 42680042 shares were approved, accounting for 999988% of the total voting shares held by shareholders attending the meeting; Against 500 shares, accounting for 0.0012% of the total voting shares held by shareholders attending the meeting; Abstain from 0 shares, accounting for 0.0000% of the total voting shares held by shareholders attending the meeting.
Voting result: the proposal was passed.
4. Proposal on 2021 annual financial statement report
Voting: 42680042 shares were approved, accounting for 999988% of the total voting shares held by shareholders attending the meeting; Against 500 shares, accounting for 0.0012% of the total voting shares held by shareholders attending the meeting; Abstain from 0 shares, accounting for 0.0000% of the total voting shares held by shareholders attending the meeting.
Voting result: the proposal was passed.
5. Proposal on financial budget report for 2022
Voting: 42680042 shares were approved, accounting for 999988% of the total voting shares held by shareholders attending the meeting; Against 500 shares, accounting for 0.0012% of the total voting shares held by shareholders attending the meeting; Abstain from 0 shares, accounting for 0.0000% of the total voting shares held by shareholders attending the meeting.
Voting result: the proposal was passed.
6. Proposal on the plan for profit distribution and conversion of capital reserve into share capital in 2021
Voting: 42680042 shares were approved, accounting for 999988% of the total voting shares held by shareholders attending the meeting; Against 500 shares, accounting for 0.0012% of the total voting shares held by shareholders attending the meeting; Abstain from 0 shares, accounting for 0.0000% of the total voting shares held by shareholders attending the meeting.
Voting result: the proposal was passed.
7. Special report on the deposit and use of raised funds in 2021
Voting: 42680042 shares were approved, accounting for 999988% of the total voting shares held by shareholders attending the meeting; Against 500 shares, accounting for 0.0012% of the total voting shares held by shareholders attending the meeting; Abstain from 0 shares, accounting for 0.0000% of the total voting shares held by shareholders attending the meeting.
Voting result: the proposal was passed.
8. Proposal on reappointment of the company’s audit institution in 2022
Voting: 42680042 shares were approved, accounting for 999988% of the total voting shares held by shareholders attending the meeting; Against 500 shares, accounting for 0.0012% of the total voting shares held by shareholders attending the meeting; Abstain from 0 shares, accounting for 0.0000% of the total voting shares held by shareholders attending the meeting.
Voting result: the proposal was passed.
9. Proposal on prediction of daily connected transactions in 2022
Voting: 1198520 shares were approved, accounting for 999583% of the total voting shares held by shareholders attending the meeting; Against 500 shares, accounting for 0.0417% of the total voting shares held by shareholders attending the meeting; Abstain from 0 shares, accounting for 0.0000% of the total voting shares held by shareholders attending the meeting.
Avoidance of voting: the related shareholder Qingdao Huatong state owned capital investment and operation group Co., Ltd. avoided voting. Voting result: the proposal was passed.
10. Proposal on using some idle raised funds for cash management
Voting: 42680042 shares were approved, accounting for 999988% of the total voting shares held by shareholders attending the meeting; Against 500 shares, accounting for 0.0012% of the total voting shares held by shareholders attending the meeting; Abstain from 0 shares, accounting for 0.0000% of the total voting shares held by shareholders attending the meeting.
Voting result: the proposal was passed.
11. Proposal on using some idle self owned funds for cash management
Voting: 42680042 shares were approved, accounting for 999988% of the total voting shares held by shareholders attending the meeting; Against 500 shares, accounting for 0.0012% of the total voting shares held by shareholders attending the meeting; Abstain from 0 shares, accounting for 0.0000% of the total voting shares held by shareholders attending the meeting.
Voting result: the proposal was passed.
12.00 proposal on the election of non independent directors of the 10th board of directors of the company
12.01 elect Mr. Zhong Ming as a non independent director of the 10th board of directors of the company
Voting: 42656046 shares were approved, accounting for 999426% of the total voting shares held by shareholders attending the meeting;
Voting result: elected.
12.02 elect Mr. Sun Mingming as a non independent director of the 10th board of directors of the company
Voting: 42656046 shares were approved, accounting for 999426% of the total voting shares held by shareholders attending the meeting;
Voting result: elected.
12.03 elect Ms. Jiao Jian as a non independent director of the 10th board of directors of the company
Voting: 42656046 shares were approved, accounting for 999426% of the total voting shares held by shareholders attending the meeting;
Voting result: elected.
12.04 Mr. Yu Mingjie was elected as a non independent director of the 10th board of directors of the company
Voting: 42656046 shares were approved, accounting for 999426% of the total voting shares held by shareholders attending the meeting;
Voting result: elected.
13.00 proposal on the election of independent directors of the 10th board of directors of the company
13.01 elect Mr. Guan Jianming as an independent director of the 10th board of directors of the company
Voting: 42656045 shares were approved, accounting for 999426% of the total voting shares held by shareholders attending the meeting;
Voting result: elected.
13.02 elect Mr. Zhang Pinghua as an independent director of the 10th board of directors of the company
Voting: 42656045 shares were approved, accounting for 999426% of the total voting shares held by shareholders attending the meeting;
Voting result: elected.
13.03 elect Ms. Xie Wancui as an independent director of the 10th board of directors of the company
Voting: 42656045 shares were approved, accounting for 999426% of the total voting shares held by shareholders attending the meeting;
Voting result: elected.
14.00 proposal on the election of non employee representative supervisors of the 10th board of supervisors of the company
14.01 elect Ms. Ning Wenhong as the non employee representative supervisor of the 10th board of supervisors of the company
Voting: 42656045 shares were approved, accounting for 999426% of the total voting shares held by shareholders attending the meeting;
Voting result: elected.
14.02 elect Mr. Qu Junyu as the company’s No
