Guohao law firm (Urumqi)
About Xinjiang Tianshan Animal Husbandry Bio-Engineering Co.Ltd(300313)
2021 annual general meeting of shareholders
Legal opinion
Beijing, Shanghai, Shenzhen, Hangzhou, Guangzhou, Kunming, Tianjin, Ningbo, Fuzhou, Xi’an, Nanjing, Nanning, Jinan, Chongqing, Suzhou, Changsha, Taiyuan, Wuhan, Guiyang, Urumqi, Hong Kong, Paris, Madrid, Silicon Valley, 15 / F, Shengda Plaza, 499 Yuntaishan street, Urumqi Economic and Technological Development Zone, Xinjiang, zip code: 830000
Tel.: (+ 86) (991) 3070688 Fax: (+ 86) (991) 3070288
Website: http://www.grandall.com.cn.
Guohao law firm (Urumqi)
About Xinjiang Tianshan Animal Husbandry Bio-Engineering Co.Ltd(300313)
2021 annual general meeting of shareholders
Legal opinion
To: Xinjiang Tianshan Animal Husbandry Bio-Engineering Co.Ltd(300313)
Entrusted by Xinjiang Tianshan Animal Husbandry Bio-Engineering Co.Ltd(300313) (hereinafter referred to as the company), Guohao law firm (Urumqi) (hereinafter referred to as the firm) appoints lawyer Zhao Xudong and Lawyer Zhang Ruichen of the firm to attend the 2021 annual general meeting of shareholders of the company. In accordance with the company law of the people’s Republic of China (hereinafter referred to as the company law) and 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 and the Xinjiang Tianshan Animal Husbandry Bio-Engineering Co.Ltd(300313) articles of Association (hereinafter referred to as the articles of association) have verified and verified the relevant documents and facts in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry. The legal opinions are as follows:
1、 Convening and convening procedures of this annual general meeting of shareholders
1. On April 27, 2022 and May 11, 2022, the board of directors of the company published the notice of Xinjiang Tianshan Animal Husbandry Bio-Engineering Co.Ltd(300313) on convening the 2021 annual general meeting of shareholders and the notice of Xinjiang Tianshan Animal Husbandry Bio-Engineering Co.Ltd(300313) on adding interim proposals and supplementary notice of the 2021 annual general meeting of shareholders on cninfo.com and the website of Shenzhen Stock Exchange, respectively. These announcements set out the convener, holding time and Voting method, date, time and place of on-site meeting, operation process of participating in online voting, matters to be considered at the meeting, participants at the meeting, meeting registration methods and other matters.
2. According to the announcement of Xinjiang Tianshan Animal Husbandry Bio-Engineering Co.Ltd(300313) on the additional interim proposal and supplementary notice of the general meeting of shareholders in 2021 published by the board of directors on cninfo.com and the website of Shenzhen Stock Exchange on May 11, 2022, The shareholder of the company, Huzhou Haohui Enterprise Management Consulting Co., Ltd. (holding 22.11% of the company’s shares), submitted to the board of directors of the company on May 10, 2022 the letter on proposing to add interim proposals to the 2021 annual general meeting of shareholders, proposing to submit the proposal on the by election of non independent directors of the Fifth Board of directors as an interim proposal to the 2021 annual general meeting of shareholders of the company for deliberation and verification, Huzhou Haohui Enterprise Management Consulting Co., Ltd., the shareholder of the company, is qualified to submit the interim proposal to the general meeting of shareholders. The contents of the interim proposal fall within the scope of the general meeting of shareholders. The board of directors of the company issued the announcement of Xinjiang Tianshan Animal Husbandry Bio-Engineering Co.Ltd(300313) on adding the interim proposal and the supplementary notice of the general meeting of shareholders in 2021 within 2 days after receiving the proposal, Comply with the relevant provisions of the company law, the rules for the general meeting of shareholders of listed companies and the articles of association.
3. The annual general meeting of shareholders of the company is held by combining on-site voting and online voting, including:
(1) The on-site meeting of the annual general meeting of shareholders was held as scheduled at 15:00 p.m. Beijing time on May 23, 2022 in the conference room of Tianshan biological breeding Industrial Park, Ashli Township, Changji City, Xinjiang.
(2) The annual general meeting of shareholders provided an online voting platform for the company’s shareholders through the trading system of Shenzhen Stock Exchange and the Internet voting system.
(3) Due to the resignation of the former chairman of the company, more than half of the directors of the company elected Yu Shuwei to perform the duties of chairman on behalf of him until a new chairman is elected. Therefore, the annual general meeting of shareholders is presided over by director Yu Shuwei.
2、 Qualifications of personnel attending the annual general meeting of shareholders
1. Shareholders and their proxies attending the annual general meeting of shareholders
After checking the register of shareholders on the date of equity registration, the register of legal person shareholders of the 2021 annual general meeting, the relevant shareholder qualification certificates provided by the shareholders participating in the on-site meeting and the statistical data on the online voting of the annual general meeting provided by Shenzhen Securities Information Co., Ltd., the number of shareholders and shareholder agents participating in the voting of the annual general meeting is 8, and the number of shares participating in the voting is 106506810, Accounting for 34.03% of the total share capital of the company, including:
(1) The number of shareholders and their proxies attending the on-site meeting and voting is 2, representing 102237310 shares, accounting for 32.67% of the total share capital of the company;
(2) The number of shareholders participating in online voting is 6, representing 4269500 shares, accounting for 1.36% of the total share capital of the company.
2. Other personnel attending the annual general meeting of shareholders
According to the attendance form of non voting participants in the 2021 annual general meeting of shareholders provided by the company, the directors, supervisors and senior managers attending the annual general meeting of shareholders are current employees of the company.
3、 Voting procedures of this annual general meeting of shareholders
The annual general meeting of shareholders voted on the following proposals by open ballot and online voting:
1. Work report of the board of directors in 2021;
2. Work report of the board of supervisors in 2021;
3. 2021 annual financial statement of the company;
4. Annual report and summary of the company in 2021;
5. Plan for profit distribution and conversion of capital reserve into share capital of the company in 2021;
6. Salary adjustment plan for directors, supervisors and senior managers of the company;
7. Proposal on borrowing from related parties and related party transactions in 2022;
8. Proposal on by election of non independent directors of the 5th board of directors.
After checking the voting results of Xinjiang Tianshan Animal Husbandry Bio-Engineering Co.Ltd(300313) 2021 annual general meeting of shareholders, the voting results of Xinjiang Tianshan Animal Husbandry Bio-Engineering Co.Ltd(300313) 2021 annual general meeting of shareholders (on-site), the voting results of Xinjiang Tianshan Animal Husbandry Bio-Engineering Co.Ltd(300313) 2021 annual general meeting of shareholders, and according to the statistical results of online voting of Shenzhen Securities Information Co., Ltd., the affiliated shareholders of the above-mentioned seventh proposal avoided voting, and their shares were not included in the total number of effective voting shares; The above proposals shall be adopted by more than half of the effective voting rights held by the shareholders participating in the voting.
4、 Concluding observations
Our lawyers believe that the convening procedures of the company’s 2021 annual general meeting of shareholders, the qualifications of the personnel attending the annual general meeting of shareholders, the voting methods, voting procedures and voting results of the proposals of the annual general meeting of shareholders comply with the relevant provisions of laws, regulations and normative documents such as the company law, the securities law, the rules for the general meeting of shareholders of listed companies and the articles of association, and are legal and effective.
(no text below)
This legal opinion is valid with the bar seal of “Guohao law firm (Urumqi)” stamped page by page and the seal of this office stamped on the last page. Guohao law firm (Urumqi)
Person in charge: Handling lawyer:
Wen Xiaojun, Zhao Xudong
Rui Chen Zhang
specific date
