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Legal opinion of 2021 annual general meeting of shareholders
Kangda guhui Zi [2022] No. 0372 to: Muyuan Foods Co.Ltd(002714)
Beijing Kangda law firm (hereinafter referred to as “the firm”) accepts the entrustment of Muyuan Foods Co.Ltd(002714) (hereinafter referred to as “the company”) to appoint its lawyers to attend the 2021 annual general meeting of shareholders of the company (hereinafter referred to as “the meeting”) and issue this legal opinion. Affected by covid-19 pneumonia, the lawyers assigned by the Institute witnessed the meeting by video.
According to the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the securities law of the people’s Republic of China (hereinafter referred to as the “Securities 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 the detailed rules for the implementation of online voting at the general meeting of shareholders of listed companies of Shenzhen Stock Exchange The Muyuan Foods Co.Ltd(002714) articles of Association (hereinafter referred to as the “articles of association”) and other provisions express legal opinions on the convening and convening procedures of the meeting, the qualifications of the convener and attendees, voting procedures and voting results.
With regard to this legal opinion, we and our lawyers hereby make the following statement:
(1) In this legal opinion, we and our lawyers only verify and witness the convening and convening procedures of this meeting, the qualifications of conveners and attendees, voting procedures and voting results, and express legal opinions, and do not express opinions on the integrity, authenticity and accuracy of the proposal content of this meeting and the facts and data involved.
(2) 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), as well as the facts that have occurred or exist before the date of issuance of this legal opinion, the firm and its lawyers have strictly performed their statutory duties, followed the principles of diligence, good faith and full verification, Ensure that the facts identified in this legal opinion are true, accurate and complete, the concluding opinions issued are legal and accurate, and there are no false records, misleading statements or major omissions, and bear corresponding legal liabilities for this.
(3) The company has guaranteed and promised to the firm and its lawyers that the documents, materials, instructions and other information related to the meeting (hereinafter collectively referred to as “documents”) issued or provided by it are true, accurate and complete, the relevant copies or copies are consistent with the original, and there are no false records, misleading statements or major omissions in the documents issued or provided.
(4) The firm and its lawyers agree to publish this legal opinion as a necessary document of the company’s meeting. No one shall use it for any other purpose without the prior written consent of the firm and its lawyers. Based on the above, in accordance with the requirements of relevant laws, administrative regulations, departmental rules and normative documents, and in accordance with the recognized business standards, ethics and diligence spirit of the lawyer industry, our lawyers issue the following legal opinions:
1、 Convening and convening procedures of this meeting
(I) convening of this meeting
The meeting was approved by the resolution of the ninth meeting of the Fourth Board of directors of the company.
According to the notice of Muyuan Foods Co.Ltd(002714) on convening the 2021 annual general meeting of shareholders issued by the company on the designated information disclosure media, the board of directors of the company notified all shareholders in the form of announcement 20 days before the meeting, and disclosed the time, place, attendees, convening method and deliberation matters of the meeting.
(II) convening of this meeting
The meeting was held by combining on-site meeting and online voting.
Witnessed by the lawyers of our firm, the on-site meeting of this meeting was held at 14:30 p.m. on May 20, 2022 in muyuan conference room, Longsheng industrial park, Wolong District, Nanyang City, Henan Province, presided over by Chairman Qin Yinglin.
The online voting time of this meeting is May 20, 2022. The specific time of online voting through the trading system of Shenzhen stock exchange is 9:15-9:25, 9:30-11:30 and 13:00-15:00 on the trading day of May 20, 2022, The specific time of online voting through the Internet voting system of Shenzhen stock exchange is any time from 9:15 a.m. on May 20, 2022 to 15:00 p.m. on May 20, 2022.
In conclusion, our lawyers believe that the convening and convening procedures of this meeting comply with the provisions of the company law, the rules of the general meeting of shareholders and other laws, administrative regulations, departmental rules, normative documents and the articles of association.
2、 Qualifications of conveners and attendees
(I) convener of this meeting
The convener of this meeting is the board of directors of the company, which complies with the provisions of the company law, the rules of the general meeting of shareholders and other laws, administrative regulations, departmental rules, normative documents and the articles of association.
(II) shareholders and their proxies attending the meeting
A total of 184 shareholders and shareholders’ agents attended the meeting, including 199 representative shareholders and 3162939449 representative shares, accounting for 594305% of the total shares of the company.
1. Shareholders and their agents attending the on-site meeting
According to the register of shareholders provided by China Securities Depository and Clearing Co., Ltd. Shenzhen Branch, the identity certificates and power of attorney of shareholders and shareholders’ agents attending the meeting, there were 32 shareholders and shareholders’ agents attending the on-site meeting, 47 representing shareholders and 2872336243 representing shares, accounting for 539702% of the total shares of the company.
The owner of the above shares is the company’s shareholder registered in Shenzhen Branch of China Securities Depository and Clearing Corporation Limited after the closing of the market on May 12, 2022 as of the equity registration date.
2. Shareholders participating in online voting
According to the data provided by Shenzhen Securities Information Co., Ltd., 152 shareholders participated in the online voting of this meeting, with 290603206 representative shares, accounting for 5.4603% of the total shares of the company.
The identity of the above shareholders participating in online voting shall be verified by Shenzhen Securities Information Co., Ltd.
3. Small and medium-sized investors and shareholders attending the meeting
In this meeting, 191 small and medium-sized investor shareholders attended the on-site meeting or participated in online voting, representing 304091753 shares, accounting for 5.7138% of the total shares of the company.
(III) other personnel attending or attending the on-site meeting as nonvoting delegates
The directors, supervisors or other officers of the company who are affected by vid-19 shall attend the meeting as nonvoting delegates.
In conclusion, our lawyers believe that the convener and attendees of this meeting meet the provisions of relevant laws, administrative regulations, departmental rules, normative documents and the articles of association, and their qualifications are legal and valid.
3、 Voting procedures and results of this meeting
(I) voting procedure of this meeting
The meeting was held by combining on-site meeting and online voting. The on-site meeting voted on the proposals listed in the notice and announcement of the meeting by written open ballot, and the shareholders’ representatives, supervisors’ representatives and lawyers of the exchange jointly counted and supervised the votes. The statistical results of online voting are provided to the company by Shenzhen Securities Information Co., Ltd. After the written open ballot and online voting of the on-site meeting, the scrutineers and tellers of the meeting combined the two results.
(II) voting results of this meeting
The voting results of this meeting are as follows:
1. Deliberated and passed the proposal on the 2021 annual work report of the board of directors of the company
The voting result of the proposal is: 3162517220 shares agree, accounting for 999867% of the total number of valid voting shares held by shareholders and shareholder agents attending the meeting; 296503 shares objected, accounting for 0.0040% of the total number of valid voting shares held by shareholders and shareholder agents attending the meeting.
Among them, the voting result of minority investor shareholders on the proposal is: 303669524 shares agree, accounting for 998612% of the total number of valid voting shares held by minority investor shareholders attending the meeting; 296503 shares opposed, accounting for 0.0975% of the total number of valid voting shares held by minority investor shareholders attending the meeting; 125726 shares abstained, accounting for 0.0413% of the total number of valid voting shares held by minority investor shareholders attending the meeting.
Voting result: adopted.
2. Deliberated and passed the proposal on the 2021 annual work report of the board of supervisors of the company
The voting result of the proposal is: 3162517320 shares agree, accounting for 999867% of the total number of effective voting shares held by shareholders and shareholder agents attending the meeting; 296403 dissenting shares, accounting for 0.0094% of the total number of valid voting shares held by shareholders and shareholder agents attending the meeting; 125726 shares abstained, accounting for 0.0040% of the total number of valid voting shares held by shareholders and shareholder agents attending the meeting.
Among them, the voting result of minority investor shareholders on the proposal is: 303669624 shares agree, accounting for 998612% of the total number of valid voting shares held by minority investor shareholders attending the meeting; 296403 shares opposed, accounting for 0.0975% of the total number of valid voting shares held by minority investor shareholders attending the meeting; 125726 shares abstained, accounting for 0.0413% of the total number of valid voting shares held by minority investor shareholders attending the meeting.
Voting result: adopted.
3. The proposal on the 2021 annual report and summary of the company was deliberated and adopted
The voting result of the proposal is: 3162516220 shares agree, accounting for 999866% of the total number of valid voting shares held by shareholders and shareholder agents attending the meeting; 296403 dissenting shares, accounting for 0.0094% of the total number of valid voting shares held by shareholders and shareholder agents attending the meeting; 126826 shares abstained, accounting for 0.0040% of the total number of valid voting shares held by shareholders and shareholders’ agents attending the meeting.
Among them, the voting result of minority investor shareholders on the proposal is: 303668524 shares agree, accounting for 998608% of the total number of valid voting shares held by minority investor shareholders attending the meeting; 296403 shares opposed, accounting for 0.0975% of the total number of valid voting shares held by minority investor shareholders attending the meeting; 126826 shares abstained, accounting for 0.0417% of the total number of valid voting shares held by minority investor shareholders attending the meeting.
Voting result: adopted.
4. Deliberated and passed the proposal on the company’s 2021 annual financial statement report
The voting result of the proposal is: 3162516120 shares agree, accounting for 999866% of the total number of valid voting shares held by shareholders and shareholder agents attending the meeting; 297503 dissenting shares, accounting for 0.0094% of the total number of valid voting shares held by shareholders and shareholders’ agents attending the meeting; 125826 shares abstained, accounting for 0.0040% of the total number of valid voting shares held by shareholders and shareholder agents attending the meeting.
Among them, the voting result of minority investor shareholders on the proposal is: 303668424 shares agree, accounting for 998608% of the total number of valid voting shares held by minority investor shareholders attending the meeting; 297503 shares opposed, accounting for 0.0978% of the total number of valid voting shares held by minority investor shareholders attending the meeting; 125826 shares abstained, accounting for 0.0414% of the total number of valid voting shares held by minority investor shareholders attending the meeting.
Voting result: adopted.
5. The proposal on the 2022 annual financial budget report of the company was deliberated and adopted
The voting result of the proposal is: 30921316068 shares agree, accounting for 977672% of the total number of valid voting shares held by shareholders and shareholder agents attending the meeting; 70122741 shares opposed, accounting for 2.2170% of the total number of valid voting shares held by shareholders and shareholders’ agents attending the meeting; 500640 shares abstained, accounting for the majority of shareholders and shareholders’ agents attending the meeting
