Beijing Zhonglun law firm
About Huabao Flavours & Fragrances Co.Ltd(300741)
Of the first extraordinary general meeting of shareholders in 2022
Legal opinion
January 2002
Beijing Shanghai Shenzhen Guangzhou Wuhan Chengdu Chongqing Hangzhou Nanjing Haikou Tokyo Hong Kong London New York Los Angeles San Francisco Almaty
22-31 / F, South Tower, building 3, Zhengda center, No. 20, Jinhe East Road, Chaoyang District, Beijing 100020
23-31/F, South Tower of CP Center, 20 Jin He East Avenue, Chaoyang District, Beijing 100020, P.R China
Tel: (8610) 5957 2288 Fax: (8610) 65681022 / 1838
Website: www.zhonglun.com com.
Beijing Zhonglun law firm
About Huabao Flavours & Fragrances Co.Ltd(300741)
Legal opinion of the first extraordinary general meeting of shareholders in 2022
To: Huabao Flavours & Fragrances Co.Ltd(300741)
Beijing Zhonglun law firm (hereinafter referred to as “the firm”) has accepted the entrustment of Huabao Flavours & Fragrances Co.Ltd(300741) (hereinafter referred to as “the company”), appointed its lawyers to attend the first extraordinary general meeting of shareholders in 2022 and issued this legal opinion.
In order to issue this legal opinion, our lawyers attended the first extraordinary general meeting of the company in 2022 as nonvoting delegates, and in accordance with the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), the company law of the people’s Republic of China (hereinafter referred to as the “company law”) and the rules for the general meeting of shareholders of listed companies (hereinafter referred to as the “rules for the general meeting of shareholders”) In accordance with the requirements of laws, regulations and normative documents such as the measures for the administration of securities legal business of law firms and the articles of association of Huabao Flavours & Fragrances Co.Ltd(300741) (hereinafter referred to as the “articles of association”), and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, we have reviewed the documents that our lawyers consider necessary to issue this legal opinion, Carefully checked the legitimacy and effectiveness of the company’s convening and convening procedures, the qualifications of participants, voting methods and voting procedures.
The company has assured the exchange that the documents and materials required for issuing this legal opinion are true, accurate and complete without major omissions.
Our lawyers agree to announce this legal opinion as a necessary legal document for the company’s general meeting of shareholders, and bear corresponding responsibilities for this legal opinion according to law.
1、 Convening and convening procedures of the general meeting of shareholders
1. After verification, the convening proposal of this meeting was voted and adopted by the board of directors at the 21st Meeting of the second board of directors on December 30, 2021.
2. On December 31, 2021, the company was on cninfo.com（ http://www.cn.info.com.cn. ）The notice of convening the shareholders’ meeting was announced on the website. The notice lists the time, place, meeting method, attendees, meeting registration method, name of proposals to be considered, etc. 3. The company provides online voting platform to all shareholders through the trading system of Shenzhen Stock Exchange at 9:15-9:25 a.m., 9:30-11:30 a.m. and 13:00-15:00 p.m. on January 17, 2022, and provides online voting platform to all shareholders through the Internet voting system of Shenzhen Stock Exchange from 9:15 a.m. to 15:00 p.m. on January 17, 2022.
4. On January 17, 2022, the on-site meeting of the general meeting of shareholders was held as scheduled. The general meeting of shareholders was presided over by Mr. Xia Liqun, chairman of the board.
Accordingly, the lawyers of the firm believe that the convening, notification, convening methods and procedures of the general meeting of shareholders of the company comply with the provisions of the company law, the rules of general meeting of shareholders and the articles of association.
2、 Qualifications of conveners and attendees of the general meeting of shareholders
1. The convener of this general meeting of shareholders is the board of directors of the company.
2. After verification, our lawyers confirmed that there were 15 shareholders or their entrusted agents attending the general meeting, representing 531771957 shares, accounting for 86.3434% of the total voting shares of the company.
(1) According to the register of shareholders of the company registered with China Securities Depository and Clearing Corporation Limited Shenzhen Branch after the closing of the market on the afternoon of January 10, 2022 provided by China Securities Depository and Clearing Corporation Limited Shenzhen Branch, The identity documents and authorization documents of shareholders or their entrusted agents attending the on-site meeting of the general meeting of shareholders were reviewed, and it was confirmed that there were 7 shareholders, shareholder representatives and entrusted agents attending the meeting, with 500196000 representative shares, accounting for 81.2165% of the total voting shares of the company.
(2) The qualification of shareholders attending the general meeting of shareholders by online voting shall be verified by Shenzhen Securities Information Co., Ltd. According to the data provided by Shenzhen Securities Information Co., Ltd., there are 8 shareholders who effectively vote through the online voting system of the general meeting of shareholders, representing 31575957 shares, accounting for 5.1270% of the total voting shares of the company.
3. Some directors and supervisors of the company attended the shareholders’ meeting, and some senior managers of the company and lawyers of the firm attended the shareholders’ meeting as nonvoting delegates.
The lawyers of the firm believe that the qualifications of the convener and attendees of the general meeting of shareholders comply with the provisions of the company law, the rules of the general meeting of shareholders and the articles of association.
3、 Shareholders’ qualifications and proposal procedures for making interim proposals at the general meeting of shareholders
There is no temporary proposal at this shareholders’ meeting.
4、 Voting procedures of the general meeting of shareholders
The shareholders or entrusted agents attending the meeting reviewed the following proposals listed in the notice of the meeting:
1. Proposal on by election of independent directors of the company.
After verification, the above proposals are consistent with those listed in the notice of the company convening the general meeting of shareholders.
5、 Voting results of the general meeting of shareholders
Shareholders attending the meeting or entrusted agents voted on the above proposals one by one by means of on-site voting or online voting in accordance with the provisions of the company law and the articles of association.
Among them, the on-site voting is conducted by open ballot. The vote counter and scrutineer elected by the meeting shall count and scrutinize the votes in accordance with the procedures specified in the articles of association and the rules of the general meeting of shareholders. The chairman of the meeting announced the on-site voting results on the spot, and the shareholders or entrusted agents attending the on-site meeting have no objection to the on-site voting results, Shenzhen Securities Information Co., Ltd. provided the statistical table of online voting results of the general meeting of shareholders.
The voting results of the proposals considered at the shareholders’ meeting are as follows:
1. The proposal on by election of independent directors of the company was deliberated and adopted
531740557 shares were approved, accounting for 99.9941% of the total voting shares of all shareholders attending the meeting; Against 31400 shares, accounting for 0.0059% of the total voting shares of all shareholders attending the meeting; Abstain 0 shares, accounting for 0.0000% of the total voting shares of all shareholders attending the meeting.
In conclusion, after verification by our lawyers, the proposals considered at the general meeting of shareholders have been effectively voted through. Accordingly, our lawyers believe that the voting procedures and results of this meeting comply with the provisions of the company law and the articles of association.
6、 Concluding observations
In conclusion, our lawyers believe that the convening, convening and voting procedures of the company’s first extraordinary general meeting in 2022 comply with the provisions of the company law, the securities law, the rules of the general meeting of shareholders and the articles of association, that the convener and the attendees have legal and effective qualifications, and that the voting procedures and voting results of the general meeting of shareholders are legal and effective.
This legal opinion is made in one original and two copies, which shall come into force after being sealed by the exchange and signed by the witness lawyer. Each copy has the same legal effect.
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Head of Beijing Zhonglun law firm: Zhang Xuebing
Handling lawyer: Xu Kun
Zhou Huilin
January 17, 2022
