Beijing Guofeng (Shenzhen) law firm
About Shenzhen Agricultural Products Group Co.Ltd(000061)
Legal opinion of 2021 annual general meeting
Gflgz [2022] No. c0071
To: Shenzhen Agricultural Products Group Co.Ltd(000061)
Entrusted by Shenzhen Agricultural Products Group Co.Ltd(000061) (hereinafter referred to as “your company”), Beijing Guofeng (Shenzhen) law firm (hereinafter referred to as “our firm”) appointed lawyers to attend the on-site meeting of 2021 annual general meeting of shareholders held by your company.
In accordance with 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, the rules for the general meeting of shareholders of listed companies, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and other laws, regulations and normative documents, as well as the relevant provisions of Shenzhen Agricultural Products Group Co.Ltd(000061) articles of Association (hereinafter referred to as the articles of association), Issue this legal opinion on matters related to this general meeting of shareholders.
In order to issue this legal opinion, our lawyers reviewed the relevant matters involved in the shareholders’ meeting and consulted the relevant documents for convening the shareholders’ meeting, including but not limited to:
1. On April 26, 2022, your company published the announcement on the resolution of the 52nd meeting of the Shenzhen Agricultural Products Group Co.Ltd(000061) eighth board of directors (hereinafter referred to as the resolution of the board of directors) in the media that meet the conditions specified by the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”);
2. On April 26, 2022, your company published the announcement on the resolution of the 32nd meeting of the 8th board of supervisors of Shenzhen Agricultural Products Group Co.Ltd(000061) the media meeting the conditions stipulated by the CSRC;
3. The notice of Shenzhen Agricultural Products Group Co.Ltd(000061) on convening the 2021 annual general meeting of shareholders (hereinafter referred to as the notice of the general meeting of shareholders) published by your company on April 26, 2022 in the media meeting the conditions specified by the CSRC;
4. Register of shareholders, identity certificate of shareholders, etc.
Our lawyers only agree to use this legal opinion as the legal document announced by the general meeting of shareholders, and bear corresponding responsibilities for this legal opinion according to law. This legal opinion shall not be used for other purposes without the written consent of our lawyers.
In accordance with the requirements of relevant laws, regulations and normative documents, and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, our lawyers have verified and verified the relevant documents and matters provided by your company, and now issue the following legal opinions on this shareholders’ meeting:
1、 Convening and convening procedures of this general meeting of shareholders
(I) convening of the general meeting of shareholders
According to the resolution of the board of directors and the notice of the general meeting of shareholders announced by your company, this general meeting of shareholders is convened by the board of directors of your company. Our lawyers believe that the convening method of this general meeting of shareholders of your company complies with the relevant provisions of the company law and other laws, regulations, normative documents and the articles of association.
(II) convening of this general meeting of shareholders
1. According to the notice of the general meeting of shareholders, your company’s notice 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 of listed companies and the articles of Association.
2. According to the notice of the general meeting of shareholders, the main contents of your company’s notice of the general meeting of shareholders include: the type and session of the meeting, the convener of the meeting, the time and place of the meeting, the way of the meeting, the matters to be considered at the meeting, the participants of the meeting, the registration of the meeting, etc. The contents of the meeting notice comply with the relevant provisions of the articles of association.
3. The shareholders’ meeting was held by combining on-site voting and online voting. The on-site meeting was held at Shenzhen Agricultural Products Group Co.Ltd(000061) conference room, 13th floor, East Tower, times science and technology building, 7028 Shennan Avenue, Futian District, Shenzhen, Guangdong Province at 14:30 on May 23, 2022. The actual time and place of the on-site meeting shall be consistent with the time and place notified in the notice of the general meeting of shareholders.
4. In addition to the on-site meeting, your 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 of voting through the trading system of Shenzhen stock exchange is: 9:15 to 9:25 a.m., 9:30 to 11:30 p.m. and 13:00 to 15:00 p.m. on May 23, 2022; The specific time of voting through the Internet voting system of Shenzhen stock exchange is: 9:15 a.m. to 15:00 p.m. on May 23, 2022.
5. The on-site meeting of the general meeting of shareholders is presided over by Mr. Huang Wei, chairman of your company.
Our lawyers believe that the convening and convening procedures of the general meeting of shareholders of your company comply with the company law and other laws, regulations and normative documents as well as the relevant provisions of the articles of association.
3、 On the qualifications of the participants and conveners of the general meeting of shareholders
(I) shareholders attending the general meeting
Our lawyers checked and verified the shareholders attending the on-site meeting of the general meeting of shareholders and all shareholders registered in Shenzhen Branch of China Securities Depository and Clearing Corporation Limited by the afternoon of May 16, 2022 (equity registration date). There were 2 shareholders attending the on-site meeting of the general meeting of shareholders, representing 576922263 voting shares of your company, accounting for 339973% of the total voting shares of your company. The shareholders attending the on-site meeting of the general meeting of shareholders have complete procedures, legal identity, valid representative shares, and comply with the relevant provisions of the company law and other laws, regulations, normative documents and the articles of association.
According to the data provided by Shenzhen Securities Information Co., Ltd., 17 shareholders voted through the online voting system during the online voting time, representing 517650715 voting shares of your company, accounting for 305045% of the total voting shares of your company. The qualification of the above-mentioned shareholders participating in online voting has been certified by the trading system and Internet voting system of Shenzhen Stock Exchange.
(II) other personnel attending the general meeting of shareholders
The Secretary of the board of directors, some directors, supervisors and other senior managers of your company and the witness lawyers of our firm attended or attended the shareholders’ meeting as nonvoting delegates.
(III) convener of the general meeting of shareholders
The convener of this general meeting of shareholders is the board of directors of your company.
Our lawyers believe that the qualifications of shareholders and other personnel attending the general meeting of shareholders and the convener of the general meeting of shareholders are in line with the company law and other laws, regulations and normative documents as well as the relevant provisions of the articles of association.
3、 Voting procedures of the general meeting of shareholders
Witnessed by our lawyers, the shareholders attending the shareholders’ meeting deliberated on the proposals listed in the notice of shareholders’ meeting, and voted on the proposals by combining on-site voting and online voting. Among them, the votes of small and medium-sized investors (except the directors, supervisors, senior managers of your company and other shareholders who individually or jointly hold more than 5% of the shares of your company) are counted separately on major matters affecting the interests of small and medium-sized investors.
After checking the on-site voting results provided by your company and the statistical results of online voting provided by Shenzhen Securities Information Co., Ltd., the specific proposals and voting of this shareholders’ meeting are as follows:
1. Financial report of 2021
Voting: 1094371478 shares were approved, accounting for 999816% of the shares held by all shareholders attending the meeting; Oppose 60300 shares, accounting for 0.0055% of the shares held by all shareholders attending the meeting; 141200 shares were abstained, accounting for 0.0129% of the shares held by all shareholders attending the meeting.
Among them, the voting of small and medium-sized investors: 8836835 shares were agreed, accounting for 977706% of the shares held by small and medium-sized shareholders attending the meeting; Oppose 60300 shares, accounting for 0.6672% of the shares held by minority shareholders attending the meeting; 141200 shares were abstained, accounting for 1.5622% of the shares held by minority shareholders attending the meeting.
2. 2021 profit distribution plan
Voting: 1094498578 shares were approved, accounting for 999932% of the shares held by all shareholders attending the meeting; Against 51300 shares, accounting for 0.0047% of the shares held by all shareholders attending the meeting; 23100 shares were abstained, accounting for 0.0021% of the shares held by all shareholders attending the meeting.
Among them, the voting of small and medium-sized investors: 8963935 shares were agreed, accounting for 991768% of the shares held by small and medium-sized shareholders attending the meeting; Against 51300 shares, accounting for 0.5676% of the shares held by minority shareholders attending the meeting; 23100 shares were abstained, accounting for 0.2556% of the shares held by minority shareholders attending the meeting.
3. Work report of the board of directors in 2021
Voting: 1094372478 shares were approved, accounting for 999817% of the shares held by all shareholders attending the meeting; Oppose 60300 shares, accounting for 0.0055% of the shares held by all shareholders attending the meeting; 140200 shares were abstained, accounting for 0.0128% of the shares held by all shareholders attending the meeting.
Among them, the voting of small and medium-sized investors: 8837835 shares were agreed, accounting for 977817% of the shares held by small and medium-sized shareholders attending the meeting; Oppose 60300 shares, accounting for 0.6672% of the shares held by minority shareholders attending the meeting; 140200 shares were abstained, accounting for 1.5512% of the shares held by minority shareholders attending the meeting.
4. Work report of the board of supervisors in 2021
Voting: 1094372478 shares were approved, accounting for 999817% of the shares held by all shareholders attending the meeting; Oppose 60300 shares, accounting for 0.0055% of the shares held by all shareholders attending the meeting; 140200 shares were abstained, accounting for 0.0128% of the shares held by all shareholders attending the meeting.
Among them, the voting of small and medium-sized investors: 8837835 shares were agreed, accounting for 977817% of the shares held by small and medium-sized shareholders attending the meeting; Oppose 60300 shares, accounting for 0.6672% of the shares held by minority shareholders attending the meeting; 140200 shares were abstained, accounting for 1.5512% of the shares held by minority shareholders attending the meeting.
5. Proposal on Directors’ remuneration in 2021
Voting: 1094489578 shares were approved, accounting for 999924% of the shares held by all shareholders attending the meeting; Oppose 60300 shares, accounting for 0.0055% of the shares held by all shareholders attending the meeting; 23100 shares were abstained, accounting for 0.0021% of the shares held by all shareholders attending the meeting.
Among them, the voting of small and medium-sized investors: 8954935 shares were agreed, accounting for 990773% of the shares held by small and medium-sized shareholders attending the meeting; Oppose 60300 shares, accounting for 0.6672% of the shares held by minority shareholders attending the meeting; 23100 shares were abstained, accounting for 0.2556% of the shares held by minority shareholders attending the meeting.
6. Proposal on the remuneration of supervisors in 2021
Voting: 1094489578 shares were approved, accounting for 999924% of the shares held by all shareholders attending the meeting; Oppose 60300 shares, accounting for 0.0055% of the shares held by all shareholders attending the meeting; 23100 shares were abstained, accounting for 0.0021% of the shares held by all shareholders attending the meeting.
Among them, the voting of small and medium-sized investors: 8954935 shares were agreed, accounting for 990773% of the shares held by small and medium-sized shareholders attending the meeting; Oppose 60300 shares, accounting for 0.6672% of the shares held by minority shareholders attending the meeting; 23100 shares were abstained, accounting for 0.2556% of the shares held by minority shareholders attending the meeting.
7. Special report on the deposit and use of raised funds in 2021
Voting: 1094372478 shares were approved, accounting for 999817% of the shares held by all shareholders attending the meeting; Oppose 60300 shares, accounting for 0.0055% of the shares held by all shareholders attending the meeting; 140200 shares were abstained, accounting for 0.0128% of the shares held by all shareholders attending the meeting.
Among them, the voting of small and medium-sized investors: 8837835 shares were agreed, accounting for 977817% of the shares held by small and medium-sized shareholders attending the meeting; Oppose 60300 shares, accounting for 0.6672% of the shares held by minority shareholders attending the meeting; 140200 shares were abstained, accounting for 1.5512% of the shares held by minority shareholders attending the meeting.
8. Annual report 2021 and its summary
Voting: 1094372478 shares were approved, accounting for 999817% of the shares held by all shareholders attending the meeting; Oppose 60300 shares, accounting for 0.0055% of the shares held by all shareholders attending the meeting; 140200 shares were abstained, accounting for 0.0128% of the shares held by all shareholders attending the meeting.
Among them, the voting of small and medium-sized investors: 8837835 shares were agreed, accounting for 977817% of the shares held by small and medium-sized shareholders attending the meeting; Oppose 60300 shares, accounting for 0.6672% of the shares held by minority shareholders attending the meeting; 140200 shares were abstained, accounting for 1.5512% of the shares held by minority shareholders attending the meeting.
9. Proposal on Approving the wholly-owned subsidiary Guangxi haijixing company to provide loan extension to its joint-stock company Guangxi frozen products company according to the proportion of capital contribution
Voting: 1093801678 shares were approved, accounting for 999295% of the shares held by all shareholders attending the meeting; Against 748200 shares, accounting for 0.0684% of the shares held by all shareholders attending the meeting; 23100 shares were abstained, accounting for 0.0021% of the shares held by all shareholders attending the meeting.
Among them, the voting of small and medium-sized investors: 8267035 shares were agreed, accounting for 914663% of the shares held by small and medium-sized shareholders attending the meeting; Against 748200 shares, accounting for 8.2781% of the shares held by minority shareholders attending the meeting; 23100 shares were abstained, accounting for 0.2556% of the shares held by minority shareholders attending the meeting.
According to plan
