Deheng Shanghai law firm
about
Zhongyin Babi Food Co.Ltd(605338)
2021 annual general meeting
Witness legal opinion
23rd floor, office building, Shanghai Magnolia Plaza, 501 dongdaming Road, Shanghai
Tel: 02155989888 Fax: 02155989898 zip code: 200080
Deheng Shanghai law firm
about
Zhongyin Babi Food Co.Ltd(605338)
2021 annual general meeting
Witness legal opinion
Deheng 02g20200319- 00008 to: Zhongyin Babi Food Co.Ltd(605338)
Deheng Shanghai law firm (hereinafter referred to as “the firm”) is entrusted by Zhongyin Babi Food Co.Ltd(605338) (hereinafter referred to as “the company” or ” Zhongyin Babi Food Co.Ltd(605338) “) to appoint lawyer Li Zhenhui and lawyer Wu Qikai (hereinafter collectively referred to as “the undertaking lawyer of the firm”) to witness the 2021 annual general meeting (hereinafter referred to as “the general meeting”) held by the company on May 19, 2022. Affected by the covid-19 pneumonia epidemic, At the same time, in order to cooperate with the prevention and control of covid-19 pneumonia in Shanghai and reduce the gathering of personnel, our lawyers attended the meeting by means of communication, witnessed the legitimacy of the shareholders’ meeting and issued this legal opinion.
The law of the people’s Republic of China (hereinafter referred to as the law of the people’s Republic of China) and the law of the people’s Republic of China (hereinafter referred to as the “law of the people’s Republic of China” or the “rules of the people’s Republic of China before the date of occurrence of the listing of the company”) and the “law of the people’s Republic of China” and the “law of the people’s Republic of China (hereinafter referred to as the” law of the PRC “) This legal opinion is issued in accordance with the relevant provisions of regulations, normative documents and Zhongyin Babi Food Co.Ltd(605338) articles of Association (hereinafter referred to as the articles of association).
In order to issue this legal opinion, the lawyer in charge of this office has reviewed the relevant documents and materials of the company’s general meeting of shareholders. The lawyer in charge of this office has obtained the following guarantee from the company, that is, he has provided the materials that the lawyer in charge of this office considers necessary for issuing this legal opinion, and the electronic materials, copies, copies, oral testimony and other materials provided meet the requirements of authenticity, accuracy and integrity, without any concealment or omission, The electronic version, copy, copy and other materials of relevant materials are consistent with the original materials.
In order to issue this legal opinion, the lawyer in charge of this office has examined the following contents, including but not limited to:
1. Convening and convening procedures of the general meeting of shareholders;
2. Qualification of the persons attending the general meeting of shareholders and the convener of the meeting;
3. Voting procedures and results of the general meeting of shareholders;
4. Whether the general meeting of shareholders discusses matters not included in the agenda of the notice.
In order to issue this legal opinion, the firm and its undertaking lawyer declare as follows:
1. 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) and the facts that have occurred or exist before the date of issuance of this legal opinion, the firm and its undertaking lawyers have strictly performed their statutory duties, followed the principles of diligence and good faith, and conducted sufficient verification and verification, Ensure that the facts identified in this legal opinion are true, accurate and complete, that the concluding opinions issued are legal and accurate, and that there are no false records, misleading statements or major omissions, and bear corresponding legal liabilities. If there are false records, misleading statements or major omissions in this legal opinion, resulting in direct losses to investors, the exchange will compensate investors for direct economic losses according to law, unless the exchange can prove that it is not at fault.
2. The handling lawyer of the exchange shall express legal opinions in accordance with the facts that have occurred or exist before the date of issuance of this legal opinion, the current laws and regulations of the people’s Republic of China (only for the purpose of this legal opinion, excluding Hong Kong Special Administrative Region, Macao Special Administrative region and Taiwan region), and the relevant provisions of the China Securities Regulatory Commission and Shanghai Stock Exchange (hereinafter referred to as “Shanghai Stock Exchange”).
3. This legal opinion is only for the purpose of this shareholders’ meeting of the company, and shall not be used for any other purpose without the written consent of the exchange and the undertaking lawyer.
4. The exchange and the handling lawyer agree to take this legal opinion as the necessary announcement document of the company’s general meeting of shareholders and announce it together with other documents.
5. In this legal opinion, the lawyer in charge of the office only expresses opinions on whether the convening and convening procedures of the general meeting of shareholders, the qualifications of the participants and conveners, the voting procedures and voting results of the meeting comply with the company law, the rules of the general meeting of shareholders and other laws, regulations, normative documents and the relevant provisions of the articles of association, Do not express opinions on the contents of the proposals of the shareholders’ meeting and the authenticity and accuracy of the facts or data expressed in these proposals.
In accordance with the requirements of the securities law, the rules of the general meeting of shareholders, the measures for the administration of securities legal business of law firms, the rules for the practice of securities legal business of law firms (for Trial Implementation) and the articles of association, the undertaking lawyers of the firm verify and verify the relevant documents and relevant facts provided by the company in accordance with the recognized business standards, ethics and diligence spirit of the lawyer industry, The following legal opinions are hereby issued:
1、 On the convening and convening procedures of this general meeting of shareholders
The lawyer in charge of the office has adopted the following verification methods, including but not limited to: 1. Log in to the website of Shanghai Stock Exchange (www.sse. Com. CN.) Inquire about the relevant announcements of the general meeting of shareholders; 2. Video witness the convening of the shareholders’ meeting of the company; 3. Refer to the resolutions of the 14th meeting of the second board of directors of the company.
On the basis of careful verification, the undertaking lawyer of the firm issued the following legal opinions:
After verification by the lawyer in charge of the office, the 14th meeting of the second board of directors of the company made a resolution on April 7, 2022 and agreed to convene the general meeting of shareholders. The company announced the notice on convening the 2021 annual general meeting of shareholders on April 9, 2022, On May 12, 2022, the Zhongyin Babi Food Co.Ltd(605338) suggestive announcement on relevant precautions for attending the 2021 annual general meeting of shareholders during epidemic prevention and control (hereinafter collectively referred to as the “meeting announcement”) was announced. The board of directors of the company has made a resolution on the convening of the general meeting of shareholders and notified all shareholders in the form of announcement 20 days before the convening of the general meeting of shareholders. The meeting announcement specifies the time, place, deliberation items, participants and registration methods of the shareholders’ meeting, and explains the equity registration date of shareholders who have the right to attend the meeting and their right to entrust agents to attend the meeting and vote.
The general meeting of shareholders was held by means of communication conference and online voting.
The on-site meeting of the general meeting of shareholders was held through a communication meeting at 14:00 on May 19, 2022; In online voting, the voting time through the online voting system of Shanghai Stock Exchange is 9:15-9:25, 9:30-11:30 and 13:00-15:00 on May 19, 2022, and the voting time through the Internet voting platform is 9:15-15:00 on May 19, 2022.
Based on the requirements of epidemic prevention and control, the on-site meeting mode of the shareholders’ meeting was adjusted to the communication meeting mode, and the information to be provided and presented by shareholders attending by communication mode was consistent with the requirements of the on-site meeting.
And other matters are consistent with the disclosure in the meeting announcement.
The lawyer in charge of this office believes that the convening and convening procedures of this general meeting of shareholders comply with the provisions of relevant laws, regulations and the articles of association.
2、 About the qualifications of the persons attending the general meeting of shareholders and the convener of the meeting
The lawyer in charge of the office has adopted the following verification methods, including but not limited to: 1. Check the ID card of natural person shareholders; 2. Check the copy of the business license of the legal person shareholder, the power of attorney of the legal representative, the ID card of the attendee, etc; 3. Log in to the website of Shanghai Stock Exchange (www.sse. Com. CN.) Inquire about the announcement of the general meeting of shareholders; 4. Check the registration form of the general meeting of shareholders; 5. Video witness the shareholders’ meeting, etc.
1. Shareholders attending the meeting and their proxies
According to the online voting statistics of the general meeting of shareholders and the statistical results of the communication meeting, there are 18 shareholders and entrusted agents attending the general meeting of shareholders, and the number of voting shares representing the company is 179271075, accounting for 722867% of the total shares of the company, including:
(1) Shareholders and proxies attending the communication meeting
According to the register of shareholders provided by Shanghai Branch of China Securities Depository and Clearing Co., Ltd., the lawyer in charge of this office checked the ID card, power of attorney, stock account card, copy of business license of legal person shareholder, certificate of legal representative or power of attorney of legal representative, stock account card, ID card of attendee, etc, There were 9 shareholders and their entrusted agents attending the communication meeting of the general meeting of shareholders, and the number of voting shares representing the company was 168779175 shares, accounting for 680561% of the total shares of the company. Among them, one of the shareholders attending the communication meeting of the general meeting of shareholders voted through online voting, representing 34600 voting shares of the company, accounting for 0.0140% of the total shares of the company.
After verification by the lawyer in charge of the office, the above shareholders and their agents have legal certificates to attend the meeting, and their qualifications to attend the meeting are legal and valid.
(2) Shareholders participating in online voting
The total number of shareholders voting through the online voting system is 265400, accounting for 10.00% of the total number of valid shares of the company.
The identity of the above shareholders who vote through the online voting system shall be verified by the online voting system provider Shanghai Stock Exchange Information Network Co., Ltd.
(3) Voting of shareholders holding less than 5% of the shares attending the general meeting of shareholders:
Shareholders holding less than 5% of the shares participating in the meeting through communication and network hold 44398058 voting shares representing the company, accounting for 179024% of the total shares of the company.
2. Other persons attending the meeting
Affected by the epidemic of pneumonia caused by novel coronavirus infection, the directors, supervisors and Secretary of the board of directors of the company attended the general meeting of shareholders through communication, and some senior managers of the company and the lawyer in charge of the company attended the general meeting of shareholders through communication.
In conclusion, the lawyer in charge of the firm believes that the qualifications of the attendees of the general meeting of shareholders meet the provisions of relevant laws, regulations and the articles of Association; The convener of this general meeting of shareholders is the board of directors of the company, which complies with the provisions of relevant laws, regulations and the articles of association.
3、 Voting procedures and results of this general meeting of shareholders
The lawyer in charge of the firm has adopted the following verification methods, including but not limited to: 1. Check the information of the company’s shareholders’ meeting; 2. Check the online voting results of the general meeting of shareholders.
On the basis of careful verification, the undertaking lawyer of the firm issued the following legal opinions:
The general meeting of shareholders adopted a combination of communication voting and online voting. One shareholder who attended by communication voted through online voting and voted on the proposals requiring voting listed in the meeting announcement. The shareholders who voted by means of communication voted on the proposal of the general meeting of shareholders by open ballot, and the company monitored and counted the votes in accordance with the regulations. After the online voting of the shareholders’ meeting, SSE Information Network Co., Ltd. provided the voting results of online voting to the company, and the voting results were announced at the shareholders’ meeting on the spot.
The proposals and voting results deliberated and adopted at the general meeting of shareholders are as follows:
(I) proposal on the work report of the board of directors in 2021
Voting results:
179270875 shares were approved, accounting for 999998% of the total number of valid voting shares (including online voting) held by shareholders and shareholder agents attending the meeting; Against 100 shares, accounting for 0.0000% of the total number of valid voting shares (including online voting) held by shareholders and shareholder agents attending the meeting; Abstain 100 shares, accounting for 0.0002% of the total number of valid voting shares (including online voting) held by shareholders and shareholders’ agents attending the meeting.
(II) proposal on the work report of the board of supervisors in 2021
Voting results:
179270875 shares were approved, accounting for 999998% of the total number of valid voting shares (including online voting) held by shareholders and shareholder agents attending the meeting; Against 100 shares, accounting for 0.0000% of the total number of valid voting shares (including online voting) held by shareholders and shareholder agents attending the meeting; Abstain 100 shares, accounting for 0.0002% of the total number of valid voting shares (including online voting) held by shareholders and shareholders’ agents attending the meeting.
(III) proposal on the financial final accounts report of 2021
Voting results:
179270875 shares were approved, accounting for 999998% of the total number of valid voting shares (including online voting) held by shareholders and shareholder agents attending the meeting; Against 100 shares, accounting for 0.0000% of the total number of valid voting shares (including online voting) held by shareholders and shareholder agents attending the meeting; Abstain 100 shares, accounting for 0.0002% of the total number of valid voting shares (including online voting) held by shareholders and shareholders’ agents attending the meeting.
(IV) proposal on 2021 profit distribution plan
Voting results:
179270875 shares were approved, accounting for 999998% of the total number of valid voting shares (including online voting) held by shareholders and shareholder agents attending the meeting; Against 100 shares, accounting for 0.0000% of the total number of valid voting shares (including online voting) held by shareholders and shareholder agents attending the meeting; Abstain 100 shares, accounting for 0.0002% of the total number of valid voting shares (including online voting) held by shareholders and shareholders’ agents attending the meeting.
Voting of shareholders holding less than 5% of the shares attending the meeting:
44397858 shares agreed, accounting for less than 5% of the total number of valid voting shares held by shareholders attending the meeting (including online voting)
