Beijing Zhonglun (Shenzhen) law firm
About Ganyuan Foods Co.Ltd(002991)
Of the 2021 annual general meeting
Legal opinion
May, 2002
Beijing Shanghai Shenzhen Guangzhou Chengdu Chongqing Hangzhou Nanjing Haikou Tokyo Hong Kong London New York Los Angeles San Francisco Almaty
Floor 8-10, building a, Rongchao center, 6003 Yitian Road, Futian District, Shenzhen postcode: 518026
8-10/F, Tower A, Rongchao Tower, 6003 Yitian Road, Futian District, Shenzhen 518026, P.R.China
Tel: (86755) 33256666 Fax: (86755) 33206888 / 6889
Website: www.zhonglun.com com.
Beijing Zhonglun (Shenzhen) law firm
About Ganyuan Foods Co.Ltd(002991)
Of the 2021 annual general meeting
Legal opinion
To: Ganyuan Foods Co.Ltd(002991)
Beijing Zhonglun (Shenzhen) law firm (hereinafter referred to as "the firm") has accepted the entrustment of Ganyuan Foods Co.Ltd(002991) (hereinafter referred to as "the company" or " Ganyuan Foods Co.Ltd(002991) ") on the convening and convening procedures, convener qualifications, meeting attendance qualifications, voting procedures and voting results of the company's 2021 annual general meeting of shareholders (hereinafter referred to as "the general meeting of shareholders"), This legal opinion is issued 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") and other laws, regulations and normative documents, as well as the relevant provisions of Ganyuan Foods Co.Ltd(002991) articles of Association (hereinafter referred to as the "articles of association").
In order to issue this legal opinion, and due to the impact of pneumonia caused by novel coronavirus infection, our lawyer (hereinafter referred to as "our lawyer") attended the shareholders' meeting of the company through remote video, and reviewed the documents and materials related to the shareholders' meeting provided by the company. The company has assured the exchange that it has disclosed to the exchange all facts sufficient to affect the issuance of this legal opinion, and provided the original written materials, copies, copies, electronic data materials, commitment letters or certificates required by the exchange for the issuance of this legal opinion, without concealment, false statements and major omissions; If the documents and materials provided by the company to the exchange are true, accurate, complete and effective, and the documents and materials are copies, copies and electronic documents, they shall be consistent and consistent with the original.
In this legal opinion, our lawyers only express their opinions on whether the convening and convening procedures of this general meeting of shareholders, the qualifications of participants and conveners, the voting procedures and voting results of the meeting comply with the provisions of the company law, the rules of general meeting of shareholders and other laws, regulations, normative documents and the articles of association, Do not express opinions on the contents of the proposals considered at the meeting and the authenticity and accuracy of the facts or data expressed in such proposals. Our lawyers agree to take this legal opinion as the announcement material of the company's general meeting of shareholders, announce it together with other documents to be announced, and bear the responsibility for the legal opinions issued by our lawyers according to law.
This legal opinion is only issued on the relevant legal matters involved in the company's general meeting of shareholders. In addition, without the consent of the exchange, this legal opinion shall not be used for any other purpose for any other person.
In accordance with the requirements of Article 5 of the rules of the general meeting of shareholders and in accordance with the business standards, ethics and the spirit of diligence recognized by the Chinese lawyer industry, the lawyers of the firm issued the following legal opinions on the general meeting of shareholders: I. convening and convening procedures of the general meeting of shareholders
(I) convening of the general meeting of shareholders
The shareholders' meeting was convened by the resolution made at the third meeting of the Fourth Board of directors held on April 27, 2022. The board of directors of the company announced the notice of Ganyuan Foods Co.Ltd(002991) on convening the 2021 annual general meeting of shareholders (Announcement No.: 2022011, hereinafter referred to as the "Notice of general meeting of shareholders") on the designated disclosure media and cninfo.com on April 28, 2022.
(II) convening of this general meeting of shareholders
1. According to the notice of the general meeting of shareholders, the notice of the company on convening the general meeting of shareholders has been made in the form of announcement 20 days before the general meeting of shareholders, which is in line with the relevant provisions of the rules of the general meeting of shareholders and the articles of Association.
2. According to the notice of the general meeting of shareholders, the notice of the company on convening the general meeting of shareholders lists the session, convener, holding time, holding method, equity registration date, participants, on-site meeting place, proposals submitted to the meeting for deliberation, meeting registration, specific operation process of participating in online voting, etc. The contents of the notice of the meeting comply with the relevant provisions of the rules of the general meeting of shareholders and the articles of association.
3. The general meeting of shareholders is held by combining on-site voting and online voting, including:
(1) The on-site meeting of the general meeting of shareholders was held at 14:30 on Thursday, May 19, 2022 in Ganyuan Foods Co.Ltd(002991) administrative building, Qingquan pharmaceutical and biological food industrial park, national economic and Technological Development Zone, Pingxiang City, Jiangxi Province. The on-site meeting of the general meeting of shareholders was presided over by Mr. Yan Binsheng, chairman of the company, and all the agenda of the meeting was completed. The Secretary of the board of directors recorded the meeting. The minutes of the meeting were signed by the directors, supervisors, Secretary of the board of directors, Convener or his representative and the chairman of the meeting.
(2) In addition to the on-site meeting, the company also provides shareholders with a voting platform in the form of network through the trading system of Shenzhen Stock Exchange and the Internet voting system.
Among them, the specific time for voting through the trading system of Shenzhen stock exchange is the trading time period on the day of the on-site meeting of the general meeting of shareholders (May 19, 2022), i.e. 9:15-9:25, 9:30-11:30 and 13:00-15:00; The specific time for voting through the Internet voting system of Shenzhen stock exchange is 9:15-15:00 on the day of the on-site meeting of the general meeting of shareholders (May 19, 2022). Upon examination, our lawyers believe that the convening and convening procedures of the general meeting of shareholders comply with the relevant provisions of the company law, the rules of the general meeting of shareholders and other laws, regulations, normative documents and the articles of association. 2、 Qualifications of personnel and conveners attending the general meeting of shareholders
(I) qualification of personnel attending the general meeting of shareholders
1. Shareholders attending the on-site meeting of the general meeting of shareholders
The lawyer of the firm checked the register of shareholders on the equity registration date of the general meeting of shareholders and the shareholding certificates and identity documents of shareholders attending the on-site meeting of the general meeting of shareholders, and confirmed that there were 2 shareholders attending the on-site meeting of the general meeting of shareholders, representing 58252200 voting shares of the company, accounting for 633451% of the total voting shares of the company.
Our lawyers believe that the above qualifications of shareholders attending the on-site meeting of the general meeting of shareholders are legal and effective, and comply with the relevant provisions of the company law, the rules of the general meeting of shareholders and other laws, regulations, normative documents and the articles of association.
2. Shareholders participating in online voting
According to the data provided by Shenzhen Securities Information Co., Ltd., a total of 3 shareholders voted effectively through the online voting system, representing 1358068 voting shares of the company, accounting for 1.4768% of the total voting shares of the company. The above qualification of shareholders participating in online voting has been certified by the trading system and Internet voting system of Shenzhen Stock Exchange. Our lawyers are unable to verify the qualification of shareholders participating in online voting. On the premise that the qualification of shareholders participating in online voting meets the relevant provisions of laws, regulations, normative documents and the articles of association, the relevant shareholders attending the meeting are qualified.
3. Other persons attending and attending the general meeting of shareholders as nonvoting delegates
(1) The company's directors, supervisors, Secretary of the board of directors and witness lawyers attended the meeting through on-site or video;
(2) Other senior managers of the company attended the meeting as nonvoting delegates.
Our lawyers believe that the qualifications of the above-mentioned other personnel attending or attending the general meeting of shareholders are legal and effective, and comply with the relevant provisions of the company law, the rules of the general meeting of shareholders and other laws, regulations, normative documents and the articles of association.
In conclusion, our lawyers believe that on the premise that the qualifications of shareholders participating in online voting comply with the relevant provisions of laws, regulations, normative documents and the articles of association, the qualifications of the above-mentioned personnel attending and attending the general meeting of shareholders comply with the relevant provisions of laws, regulations, normative documents such as the company law, the rules of the general meeting of shareholders and the articles of association.
(II) qualification of the convener of the general meeting of shareholders
It is verified that the convener of this shareholders' meeting is the board of directors of the company, and the qualification of the convener meets the relevant provisions of the company law, the rules of shareholders' meeting and other laws, regulations, normative documents and the articles of association. 3、 Voting procedures and results of this general meeting of shareholders
(I) voting procedures of the general meeting of shareholders
Witnessed by our lawyers, this general meeting of shareholders adopts a combination of on-site voting and online voting. The shareholders attending the shareholders' meeting deliberated on the proposal listed in the notice of shareholders' meeting and voted on the proposal by open ballot. Among them, the votes of minority shareholders (other than directors, supervisors, senior managers and shareholders who individually or jointly hold more than 5% of the shares of the company) on major matters affecting the interests of minority shareholders were counted separately. The votes of the on-site meeting of the general meeting of shareholders were counted and monitored by the representatives of shareholders, supervisors and lawyers of the firm, and the voting results were announced on the spot. Since the shareholders participating in the on-site meeting of the general meeting of shareholders only include Yan Binsheng and Yan Haiyan, the representatives of the shareholders counting and monitoring votes of the general meeting of shareholders are Yan Binsheng and Yan Haiyan. Yan Binsheng and Yan Haiyan have avoided counting and monitoring votes for the bills related to them. The statistical results of online voting are provided by Shenzhen Securities Information Co., Ltd. (II) voting results of the general meeting of shareholders
After checking the on-site voting results provided by the company and the statistical results of online voting provided by Shenzhen Securities Information Co., Ltd., the shareholders' meeting voted on all the proposals contained in the notice of shareholders' meeting by means of on-site voting and online voting. The proposals and voting conditions are as follows:
1. Work report of the board of directors in 2021
Voting: 59610268 shares were approved, accounting for 1000000% of the total voting shares held by all shareholders attending the meeting; 0 dissenting shares, accounting for 0.0000% of the total voting 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 total voting shares held by all shareholders attending the meeting.
2. Work report of the board of supervisors in 2021
Voting: 59610268 shares were approved, accounting for 1000000% of the total voting shares held by all shareholders attending the meeting; 0 dissenting shares, accounting for 0.0000% of the total voting 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 total voting shares held by all shareholders attending the meeting.
3. Financial statement report of 2021
Voting: 59610268 shares were approved, accounting for 1000000% of the total voting shares held by all shareholders attending the meeting; 0 dissenting shares, accounting for 0.0000% of the total voting 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 total voting shares held by all shareholders attending the meeting.
4. Financial budget report for 2022
Voting: 59610268 shares were approved, accounting for 1000000% of the total voting shares held by all shareholders attending the meeting; 0 dissenting shares, accounting for 0.0000% of the total voting 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 total voting shares held by all shareholders attending the meeting.
5. Plan for profit distribution in 2021
Voting: 59610268 shares were approved, accounting for 1000000% of the total voting shares held by all shareholders attending the meeting; 0 dissenting shares, accounting for 0.0000% of the total voting 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 total voting shares held by all shareholders attending the meeting.
Among them, the voting of minority shareholders: 1358068 shares were approved, accounting for 1000000% of the total voting shares held by minority shareholders attending the meeting; 0.0000% of the total voting rights held by minority shareholders; Abstain from 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the total voting shares held by minority shareholders attending the meeting.
6. About changing business model
