Beijing Jindu law firm
About Tianjin Yiyi Hygiene Products Co.Ltd(001206)
Legal opinion of 2021 annual general meeting
To: Tianjin Yiyi Hygiene Products Co.Ltd(001206)
Beijing Jindu law firm (hereinafter referred to as the firm) is entrusted by Tianjin Yiyi Hygiene Products Co.Ltd(001206) (hereinafter referred to as the company), and in accordance with the securities law of the people’s Republic of China (hereinafter referred to as the Securities Law) and 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 (revised in 2022) (hereinafter referred to as the rules of the general meeting of shareholders) and other laws and administrative regulations in force in the people’s Republic of China (hereinafter referred to as China, for the purpose of this legal opinion, excluding Hong Kong Special administrative region, Macao Special Administrative Region and Taiwan) According to the normative documents and the relevant provisions of the Tianjin Yiyi Hygiene Products Co.Ltd(001206) articles of Association (hereinafter referred to as the articles of association), a lawyer was appointed to witness the 2021 annual general meeting of shareholders (hereinafter referred to as the general meeting of shareholders) held by the company on May 20, 2022. Affected by covid-19 pneumonia, our lawyers participated in the meeting by online video and issued this legal opinion on relevant matters of the shareholders’ meeting.
In order to issue this legal opinion, our lawyers have reviewed the following documents provided by the company, including but not limited to:
1. The articles of association approved by the fourth extraordinary general meeting of shareholders in 2021;
2. The announcement on the resolution of the 25th meeting of the Tianjin Yiyi Hygiene Products Co.Ltd(001206) second board of directors published in China Securities News, Shanghai Securities News, securities times, securities daily and cninfo website on April 26, 2022;
3. The announcement of Tianjin Yiyi Hygiene Products Co.Ltd(001206) on the notice of convening the 2021 annual general meeting of shareholders published in China Securities News, Shanghai Securities News, securities times, securities daily and cninfo website on April 26, 2022;
4. The register of shareholders on the equity registration date of the company’s general meeting of shareholders (May 16, 2022);
5. On site registration documents and attendance records of shareholders’ meetings;
6. Statistical results of online voting of the general meeting of shareholders provided by Shenzhen Securities Information Co., Ltd;
7. The proposal of the general meeting of shareholders of the company and the announcement and other documents related to the contents of relevant proposals;
8. Other parliamentary documentation.
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, letters of commitment 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 or copies, they shall be consistent and consistent with the original.
In this legal opinion, the exchange only expresses opinions on whether the procedures for convening and convening the general meeting of shareholders, the qualifications of the personnel attending the general meeting of shareholders, the qualifications of the convener and the voting procedures, and the voting results comply with the provisions of relevant laws, administrative regulations, the rules of the general meeting of shareholders and the articles of association, It does not express any opinion on the contents of the proposals considered at this shareholders’ meeting and the authenticity and accuracy of the facts or data expressed in such proposals. The exchange only expresses opinions in accordance with the current effective laws and regulations in China, and does not express opinions in accordance with any laws outside China.
In accordance with the relevant provisions of the above laws, administrative regulations, rules and normative documents and the articles of association, as well as the facts that have occurred or exist before the date of issuance of this legal opinion, the exchange has strictly performed its statutory duties, followed the principles of diligence and good faith, fully verified and verified the relevant matters of the company’s shareholders’ meeting, and ensured that the facts identified in this legal opinion are true, accurate and complete, The concluding opinions issued in this legal opinion are legal and accurate, without false records, misleading statements or major omissions, and shall bear corresponding legal liabilities.
The exchange agrees to take this legal opinion as the announcement material of the general meeting of shareholders and submit it to relevant institutions together with other meeting documents for announcement. 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 relevant laws and regulations and in accordance with the business standards, ethics and diligence recognized by the lawyer industry, our lawyers attended the shareholders’ meeting, verified the relevant facts of the convening and holding of the shareholders’ meeting and the documents provided by the company, and now issue the following legal opinions:
1、 Convening and convening procedures of this general meeting of shareholders
(I) convening of the general meeting of shareholders
On April 25, 2022, the company held the 25th meeting of the second board of directors, deliberated and adopted the proposal on proposing to convene the 2021 annual general meeting of shareholders, and decided to convene the 2021 annual general meeting of shareholders on May 20, 2022.
On April 26, 2022, the company published the announcement of Tianjin Yiyi Hygiene Products Co.Ltd(001206) on the notice of convening the 2021 annual general meeting of shareholders in the form of announcement on the information disclosure media designated by the CSRC, such as the securities times, China Securities News, Shanghai Securities News, Securities Daily, cninfo.com and the website of Shenzhen Stock Exchange.
(II) convening of this general meeting of shareholders
1. This general meeting of shareholders is held by combining on-site meeting and online voting.
2. The on-site meeting of the general meeting of shareholders was held in the Tianjin Yiyi Hygiene Products Co.Ltd(001206) conference room of Zhangjiawo Town Industrial Park, Xiqing District, Tianjin at 14:00 p.m. on May 20, 2022. The on-site meeting was presided over by Chairman Gao Fuzhong.
3. The time for online voting through the trading system and Internet voting system of Shenzhen stock exchange is May 20, 2022. Among them, the specific time of online voting through the trading system of Shenzhen stock exchange is: 9:15-9:25 a.m., 9:30-11:30 p.m. and 13:00-15:00 p.m. on 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. to 15:00 p.m. on May 20, 2022.
After verification by the lawyers of the firm, the actual time, place and method of the general meeting of shareholders and the proposals deliberated at the meeting are consistent with the time, place and method announced in the announcement of Tianjin Yiyi Hygiene Products Co.Ltd(001206) on convening the notice of 2021 annual general meeting of shareholders and the matters submitted to the meeting for deliberation.
The lawyers of the firm believe that the convening and convening of the general meeting of shareholders has fulfilled the legal procedures and complies with the relevant provisions of laws, administrative regulations, rules for general meeting of shareholders and the articles of association.
2、 Qualification of personnel and convener attending the general meeting of shareholders
(I) qualification of personnel attending the general meeting of shareholders
According to the notice of the general meeting of shareholders, as of the closing of the afternoon of May 16, 2022, all ordinary shareholders of the company registered in CSDCC Shenzhen Branch have the right to attend the general meeting of shareholders and can entrust an agent to attend and vote in writing. The agent of the shareholder does not have to be a shareholder of the company.
The attendance of this general meeting of shareholders is as follows:
1. Attendance and voting at the on-site meeting
Our lawyers checked the register of shareholders on the equity registration date of the shareholders’ meeting, the shareholding certificates and personal identity certificates of natural person shareholders attending the shareholders’ meeting, and confirmed that there were 12 shareholders attending the on-site meeting of the shareholders’ meeting, with a total of 55750050 representative shares, accounting for 590988% of the total voting shares of the company.
Among them, 2 Shareholders (hereinafter referred to as small and medium-sized investors) attended the on-site meeting of the general meeting of shareholders, except the directors, supervisors, senior managers and shareholders who individually or jointly hold more than 5% of the shares of the company, representing 910200 voting shares, accounting for 0.9649% of the total voting shares of the company.
2. Participation and voting of online voting
According to the relevant data of shareholders’ online voting provided by Shenzhen Securities Information Co., Ltd., there were 14 shareholders and shareholders’ agents who attended and effectively voted at the shareholders’ meeting through online voting, with a total of 13589576 representative shares, accounting for 144059% of the total voting shares of the company. Among them, there are 12 small and medium-sized investors and agents of small and medium-sized investors who attend and vote effectively through online voting, representing 8514407 voting shares, accounting for 9.0259% of the total voting shares of the company.
To sum up, there are 26 shareholders and shareholders’ agents participating in this general meeting, with 69339626 representative shares, accounting for 735047% of the total voting shares of the company.
In addition to the above-mentioned personnel attending the shareholders’ meeting, the personnel attending the on-site meeting of the shareholders’ meeting also include the company’s directors, supervisors and Secretary of the board of directors. Our lawyers witnessed the shareholders’ meeting by online video. The company’s managers and other senior managers attended the on-site meeting of the general meeting of shareholders as nonvoting delegates.
The qualification of the above-mentioned shareholders participating in the online voting of the general meeting of shareholders shall be verified by the organization provided by the online voting system, and our lawyers are unable to verify the qualification of such shareholders. On the premise that the qualifications of the shareholders participating in the online voting of the general meeting of shareholders are in line with the provisions of laws, administrative regulations, normative documents and the articles of association, our lawyers believe that the qualifications of the meeting personnel attending the general meeting of shareholders are in line with the provisions of laws, administrative regulations, the rules of the general meeting of shareholders and the articles of association.
(II) convener qualification
The convener of this shareholders’ meeting is the board of directors of the company, and the qualification of the convener meets the provisions of relevant laws, administrative regulations, rules for shareholders’ meeting 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
1. The proposals considered at this general meeting are consistent with the relevant proposals in Tianjin Yiyi Hygiene Products Co.Ltd(001206) notice on convening the 2021 annual general meeting of shareholders, and there is no amendment to the original proposal or addition of new proposals.
2. This general meeting of shareholders adopts a combination of on-site voting and online voting. Witnessed by our lawyers, the on-site meeting of the shareholders’ meeting voted on the proposals listed in the meeting notice by open ballot. The votes of the on-site meeting were counted and monitored jointly by the representatives of shareholders, supervisors and lawyers of the firm.
3. Shareholders participating in online voting shall pass the trading system or Internet voting system of Shenzhen Stock Exchange within the specified online voting time（ http://wltp.cn.info.com.cn. ）After exercising the voting right, Shenzhen Securities Information Co., Ltd. provided the company with the statistical data file of online voting.
4. The chairman of the meeting announced the voting of the proposal in combination with the statistical results of on-site meeting voting and online voting, and announced the adoption of the proposal according to the voting results.
(II) voting results of the general meeting of shareholders
Witnessed by our lawyers, the following proposals were deliberated and adopted at the general meeting of shareholders in accordance with laws, administrative regulations, rules of the general meeting of shareholders and the articles of association:
1. The voting results of the 2021 annual report of the board of directors are as follows:
69335426 shares were approved, accounting for 999939% of the total voting shares of shareholders and shareholders’ proxy representatives attending the meeting; 3800 dissenting shares, accounting for 0.0055% of the total voting shares of shareholders attending the meeting and shareholders’ proxy representatives; Abstain from 400 shares, accounting for 0.0006% of the total voting shares of shareholders and proxy representatives attending the meeting.
Among them, the voting of small and medium-sized investors was 9420407 shares, accounting for 999554% of the total voting shares of small and medium-sized investors and their agent representatives attending the meeting; Oppose 3800 shares, accounting for 0.0403% of the total voting shares of small and medium-sized investors and agent representatives of small and medium-sized investors attending the meeting; Abstained from 400 shares, accounting for 0.0042% of the total voting shares of small and medium-sized investors and agent representatives of small and medium-sized investors attending the meeting.
2. The voting results of the work report of the board of supervisors in 2021 are as follows:
69335426 shares were approved, accounting for 999939% of the total voting shares of shareholders and shareholders’ proxy representatives attending the meeting; The total number of shareholders with voting rights and proxies attending the meeting is 38 China Fangda Group Co.Ltd(000055) %; Abstain from 400 shares, accounting for 0.0006% of the total voting shares of shareholders and proxy representatives attending the meeting.
Among them, the voting of small and medium-sized investors was 9420407 shares, accounting for 999554% of the total voting shares of small and medium-sized investors and their agent representatives attending the meeting; Oppose 3800 shares, accounting for 0.0403% of the total voting shares of small and medium-sized investors and agent representatives of small and medium-sized investors attending the meeting; Abstained from 400 shares, accounting for 0.0042% of the total voting shares of small and medium-sized investors and agent representatives of small and medium-sized investors attending the meeting.
3. The voting results of the company’s 2021 annual financial statement are as follows:
69335426 shares were approved, accounting for 999939% of the total voting shares of shareholders and shareholders’ proxy representatives attending the meeting; 3800 dissenting shares, accounting for 0.0055% of the total voting shares of shareholders attending the meeting and shareholders’ proxy representatives; Abstain from 400 shares, accounting for 0.0006% of the total voting shares of shareholders and proxy representatives attending the meeting.
Among them, the voting of small and medium-sized investors was 9420407 shares, accounting for 999554% of the total voting shares of small and medium-sized investors and their agent representatives attending the meeting; Oppose 3800 shares, accounting for small and medium-sized investors and small and medium-sized investors attending the meeting
