11-12 / F, Taiping finance building, 6001 Yitian Road, Futian District, Shenzhen, China postcode: 518017
11-12F., TaiPing Finance Tower, 6001 Yitian Road, Futian District, SHENZHEN, CHINA
Tel.: (86 755) 88265288 fax.: (86 75588265537
Email: [email protected]. Website: www.shujin.com cn.
About Guilin Seamild Foods Co.Ltd(002956)
Of the 2021 annual general meeting
Legal opinion
Xinda Huizi (2022) No. 125 to: Guilin Seamild Foods Co.Ltd(002956)
Guangdong Xinda law firm (hereinafter referred to as “Xinda”) is entrusted by Guilin Seamild Foods Co.Ltd(002956) (hereinafter referred to as “the company”) to appoint Xinda lawyers to attend the 2021 annual general meeting of shareholders of the company (hereinafter referred to as “the general meeting of shareholders”) to witness the legitimacy of the general meeting of shareholders, And issue the legal opinion of Guangdong Xinda law firm on the Guilin Seamild Foods Co.Ltd(002956) 2021 annual general meeting of shareholders (hereinafter referred to as the “legal opinion of the general meeting of shareholders”). Affected by the epidemic of novel coronavirus pneumonia, Xinda appointed lawyers to witness the shareholders’ meeting by video.
This legal opinion of the general meeting of shareholders is in accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the rules of the general meeting of shareholders of listed companies (hereinafter referred to as the “rules of the general meeting of shareholders”), the detailed rules for the implementation of online voting of the general meeting of shareholders of listed companies of Shenzhen Stock Exchange (hereinafter referred to as the “detailed rules for the implementation of online voting of the general meeting of shareholders”) and other laws and regulations Normative documents and the provisions of the current effective Guilin Seamild Foods Co.Ltd(002956) articles of Association (hereinafter referred to as the “articles of association”), and express legal opinions based on the investigation and understanding of the facts that have occurred or exist before the issuance of the legal opinion of the general meeting of shareholders.
In order to issue the legal opinion of the general meeting of shareholders, Cinda has strictly performed its statutory duties, followed the principles of diligence and good faith, participated in and reviewed the relevant documents and materials of the general meeting of shareholders through video, and obtained the following guarantee from the company: the documents and materials related to the legal opinion of the general meeting of shareholders provided to Cinda are true, accurate, complete and effective, It does not contain any misleading information, and there is no concealment or omission.
In this legal opinion of the general meeting of shareholders, Xinda, in accordance with Article 5 of the rules of the general meeting of shareholders, only expresses legal opinions on the convening and convening procedures of the general meeting of shareholders, the qualifications of the personnel attending the meeting and the convener, the voting procedures and voting results of the meeting, and does not express opinions on the authenticity and accuracy of the proposals considered by the general meeting of shareholders and other facts and data related to the proposals.
Cinda agrees to announce the legal opinion of the general meeting of shareholders together with other information disclosure materials of the general meeting of shareholders, and bear corresponding responsibilities for the legal opinion of the general meeting of shareholders according to law.
In view of this, Cinda has issued the following witness opinions on the relevant facts of this shareholders’ meeting in accordance with the business standards, ethics and diligence recognized by the lawyer industry:
1、 On the convening and convening of this general meeting of shareholders
（1） Convening of the general meeting of shareholders
The general meeting of shareholders was convened by the board of directors of the company in accordance with the proposal on convening the 2021 annual general meeting of shareholders adopted at the 17th meeting of the second board of directors held on April 27, 2022.
The board of directors of the company released the notice of the shareholders’ meeting on the website of cninfo on April 28, 2022. The aforesaid notice of the general meeting of shareholders lists the on-site holding time and place of the general meeting of shareholders, the time of online voting, voting code, voting proposal number, voting method, contents to be considered by shareholders and other matters.
After verification, according to the notice of the company’s shareholders’ meeting, the equity registration date of the shareholders’ meeting is May 16, 2022. China Securities Depository and Clearing Corporation Limited Shenzhen Branch issued the register of securities holders with the equity registration date of May 16, 2022 on May 17, 2022.
（2） Convening of the general meeting of shareholders
The shareholders’ meeting was held by combining on-site voting and online voting. Among them, the on-site meeting of the company’s general meeting of shareholders was held in the company as scheduled at 14:00 p.m. on May 19, 2022. The actual time, place and method of the meeting shall be consistent with the notice of the meeting.
The online voting time of the trading system of Shenzhen stock exchange is 9:15-9:25, 9:30-11:30 and 13:00-15:00 on May 19, 2022; The specific time of voting in the Internet voting system of Shenzhen stock exchange is any time from 9:15 a.m. to 15:00 p.m. on May 19, 2022.
After verification, lawyer Xinda believes that the convening and convening procedures of this general meeting of shareholders comply with the relevant laws, regulations, normative documents and the relevant provisions of the articles of association, such as the company law, the rules for the general meeting of shareholders, the detailed rules for the implementation of online voting at the general meeting of shareholders and other relevant laws, regulations and normative documents.
2、 On the qualifications of the personnel attending the general meeting of shareholders and the convener
（1） Personnel attending the shareholders’ meeting on site
1. A total of one shareholder and entrusted agent attended the shareholders’ meeting, holding 47268648 shares of the company, accounting for 211077% of the total voting share capital of the company. All shareholders hold relevant shareholding certificates, and all entrusted agents hold written power of attorney.
After verification, lawyer Xinda believes that the above shareholders and their entrusted agents attend the on-site meeting of the general meeting of shareholders and exercise their voting rights legally and effectively.
2. Other persons attending and attending the shareholders’ meeting as nonvoting delegates are directors, supervisors, senior managers and Xinda lawyers of the company. Due to the need for the prevention and control of pneumonia caused by novel coronavirus infection, Xinda lawyer attended the meeting via video.
Xinda lawyer believes that other personnel attending and attending the on-site meeting of the general meeting of shareholders are qualified to attend the general meeting of shareholders.
（2） Shareholders participating in online voting
According to the online voting statistics of the general meeting of shareholders provided to the company by Shenzhen Securities Information Co., Ltd., there are 5 shareholders voting effectively through the online voting system, representing 79600 shares of the company, accounting for 0.0355% of the total voting shares of the company. The qualification of the above shareholders who vote through the online voting system shall be verified by Shenzhen Stock Exchange, the provider of the online voting system.
The convener of this shareholders’ meeting is the board of directors of the company, and the qualification of the convener meets the 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 the general meeting of shareholders
After verification, the deliberation and voting matters of the general meeting of shareholders are the proposals listed in the notice of the general meeting of shareholders announced by the company. The shareholders and entrusted agents attending the general meeting of shareholders did not put forward other proposals other than those listed in the notice of the general meeting of shareholders.
The general meeting of shareholders voted by open ballot, counted and monitored the votes in accordance with the procedures specified in the rules of the general meeting of shareholders and the detailed rules for the implementation of online voting at the general meeting of shareholders, and announced the voting results on the spot. After the online voting, Shenzhen Securities Information Co., Ltd. provided the company with the online voting results. The company combined the voting results of on-site voting and online voting. The voting results of this shareholders’ meeting are as follows:
(I) deliberated and passed the proposal on the work report of the board of directors in 2021
The voting result is: the total number of valid voting shares is 47348248; 47347848 shares were approved, accounting for 999992% of the total number of valid voting shares attending the meeting; 400 opposition shares, accounting for 0.0008% of the total number of valid voting shares attending the meeting; Abstain 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the total number of valid voting shares attending the meeting.
Among them, the voting results of small and medium-sized investors were: 79200 shares were agreed, accounting for 994975% of the total number of valid voting shares held by small and medium-sized investors attending the meeting; Against 400 shares, accounting for 0.5025% of the total number of valid voting shares held by small and medium-sized investors; Abstained 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. (II) deliberated and passed the proposal on the work report of the board of supervisors in 2021
The voting result is: the total number of valid voting shares is 47348248; 47348248 shares were approved, accounting for 1000000% of the total number of valid voting shares attending the meeting; 0 dissenting shares, accounting for 0.0000% of the total number of valid voting shares attending the meeting; Abstain 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the total number of valid voting shares attending the meeting.
Among them, the voting results of small and medium-sized investors are: 79600 shares are agreed, accounting for 1000000% of the total number of valid voting shares held by small and medium-sized investors attending the meeting; 0 dissenting shares, accounting for 0.0000% of the total number of valid voting shares held by small and medium-sized investors attending the meeting; Abstained 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. (III) deliberated and passed the proposal on the annual report of 2021 and its summary
The voting result is: the total number of valid voting shares is 47348248; 47348248 shares were approved, accounting for 1000000% of the total number of valid voting shares attending the meeting; 0 dissenting shares, accounting for 0.0000% of the total number of valid voting shares attending the meeting; Abstain 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the total number of valid voting shares attending the meeting.
Among them, the voting results of small and medium-sized investors are: 79600 shares are agreed, accounting for 1000000% of the total number of valid voting shares held by small and medium-sized investors attending the meeting; 0 dissenting shares, accounting for 0.0000% of the total number of valid voting shares held by small and medium-sized investors attending the meeting; Abstained 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. (IV) deliberated and passed the proposal on the financial final accounts report of 2021
The voting result is: the total number of valid voting shares is 47348248; 47348148 shares were approved, accounting for 999998% of the total number of valid voting shares attending the meeting; 100 opposition shares, accounting for 0.0002% of the total number of valid voting shares attending the meeting; Abstain 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the total number of valid voting shares attending the meeting.
Among them, the voting results of small and medium-sized investors were: 79500 shares were agreed, accounting for 998744% of the total number of valid voting shares held by small and medium-sized investors attending the meeting; Against 100 shares, accounting for 0.1256% of the total number of valid voting shares held by small and medium-sized investors; Abstained 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. (V) deliberated and passed the proposal on renewing the appointment of audit institutions in 2022
The voting result is: the total number of valid voting shares is 47348248; 47348248 shares were approved, accounting for 1000000% of the total number of valid voting shares attending the meeting; 0 dissenting shares, accounting for 0.0000% of the total number of valid voting shares attending the meeting; Abstain 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the total number of valid voting shares attending the meeting.
Among them, the voting results of small and medium-sized investors are: 79600 shares are agreed, accounting for 1000000% of the total number of valid voting shares held by small and medium-sized investors attending the meeting; 0 dissenting shares, accounting for 0.0000% of the total number of valid voting shares held by small and medium-sized investors attending the meeting; Abstained 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) deliberated and passed the proposal on the profit distribution plan for 2021
The voting result is: the total number of valid voting shares is 47348248; 47348148 shares were approved, accounting for 999998% of the total number of valid voting shares attending the meeting; 100 opposition shares, accounting for 0.0002% of the total number of valid voting shares attending the meeting; Abstain 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the total number of valid voting shares attending the meeting.
Among them, the voting results of small and medium-sized investors were: 79500 shares were agreed, accounting for 998744% of the total number of valid voting shares held by small and medium-sized investors attending the meeting; Against 100 shares, accounting for 0.1256% of the total number of valid voting shares held by small and medium-sized investors; Abstained 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. (VII) deliberated and passed the proposal on the proposed repurchase and cancellation of some restricted shares
The voting result is: the total number of valid voting shares is 47348248; 47348248 shares were approved, accounting for 1000000% of the total number of valid voting shares attending the meeting; 0 dissenting shares, accounting for 0.0000% of the total number of valid voting shares attending the meeting; Abstain 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the total number of valid voting shares attending the meeting. This proposal is a special resolution, which has been deliberated and approved by more than two-thirds of the effective voting rights held by shareholders (including shareholders’ agents) attending the general meeting of shareholders.
Among them, the voting results of small and medium-sized investors are: 79600 shares are agreed, accounting for 1000000% of the total number of valid voting shares held by small and medium-sized investors attending the meeting; 0 dissenting shares, accounting for 0.0000% of the total number of valid voting shares held by small and medium-sized investors attending the meeting; Abstained 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) deliberated and passed the proposal on changing the registered capital of the company and amending the articles of association accordingly
The voting result is: the total number of valid voting shares is 47348248; 47347748 shares were approved, accounting for the valid number of shares attending the meeting
