Guangxi Yongtaihe law firm
About Nanfang Black Sesame Group Co.Ltd(000716)
Legal opinion of the first extraordinary general meeting of shareholders in 2022
Ythgz (2022) No. 001 to: Nanfang Black Sesame Group Co.Ltd(000716)
Entrusted by Nanfang Black Sesame Group Co.Ltd(000716) (hereinafter referred to as “the company”), Guangxi Yongtaihe law firm (hereinafter referred to as “the firm”) appointed lawyer Lu Tao and lawyer Gao Chang (hereinafter referred to as “the firm’s lawyer”) to attend the first extraordinary general meeting of the company in 2022 and carried out necessary verification work. 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 (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 other laws and regulations The normative documents and the relevant provisions of the Nanfang Black Sesame Group Co.Ltd(000716) articles of Association (hereinafter referred to as the “articles of association”) examine the legality of the convening, convening procedures, qualifications of participants, voting procedures and voting results of the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as the “general meeting of shareholders”) held by the company, and issue this legal opinion.
In order to issue this legal opinion, our lawyers have reviewed the documents provided by the company for convening this shareholders’ meeting, and have verified and verified that the copies or copies of relevant documents are consistent with the original. The company guarantees and promises that the documents and statements and explanations provided to our lawyers are complete, necessary, true and effective.
In this legal opinion, the exchange only expresses opinions on the general meeting of shareholders of the company, and does not express opinions on other matters of the company.
In accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, our lawyers have issued the following legal opinions on the relevant matters of the shareholders’ meeting:
1、 Convening and convening procedures of the general meeting of shareholders
(I) convening of the general meeting of shareholders
The general meeting of shareholders was convened by the board of directors of the company. On January 1, 2022, the company announced the notice of Nanfang Black Sesame Group Co.Ltd(000716) on convening the first extraordinary general meeting of shareholders in 2022, disclosing the time, place, method, deliberation matters and voting methods of the general meeting of shareholders.
(II) convening of the general meeting of shareholders
The general meeting of shareholders of the company is conducted by combining on-site voting and online voting.
1. The on-site meeting was held at 2:30 p.m. on January 17, 2022 in the conference room on the 5th floor of Nanfang food building, No. 36 Shuangyong Road, Nanning, Guangxi. The time and place of the meeting were in line with the announcement.
2. The company provides shareholders with a voting platform in the form of network through the trading system of Shenzhen Stock Exchange and the Internet voting system. The voting time of the general meeting of shareholders through the trading system of Shenzhen stock exchange is: 9:15-9:25, 9:30-11:30 and 13:00-15:00 on January 17, 2022; The time of voting through the Internet system of Shenzhen stock exchange is any time during 9:15-15:00 on January 17, 2022.
The lawyers of the firm believe that the convening and convening procedures of the general meeting of shareholders are consistent with the contents of the notice of the meeting and comply with the provisions of laws, regulations, rules of the general meeting of shareholders and the articles of association.
2、 Qualification of participants in the general meeting of shareholders
1. Shareholders and their proxies attending the on-site meeting
On January 17, 2022, the on-site meeting of the general meeting of shareholders was held as scheduled in accordance with the notice of the meeting. A total of 15 shareholders and shareholders’ agents attended the on-site meeting of the general meeting of shareholders, representing 283998312 shares of the company, accounting for 38.1718% of the total share capital of the company.
The shareholders attending the on-site meeting of the general meeting of shareholders are the company’s shareholders registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. at the closing of the market on the afternoon of January 11, 2022, respectively holding relevant shareholding certificates and identity certificates, and the shareholder’s entrusted agent holds a written power of attorney.
Upon verification by our lawyers, the qualifications of shareholders and their agents attending the on-site meeting of the general meeting of shareholders meet the relevant provisions of laws, regulations and the articles of association.
2. Shareholders participating in online voting
According to the data provided by Shenzhen Securities Information Co., Ltd., the number of shareholders participating in online voting at the general meeting of shareholders is 7, and the number of shares representing voting rights is 99100, accounting for 0.0133% of the total shares of the company. The qualification of shareholders voting through the online voting system has been certified by the trading system of Shenzhen Stock Exchange and the Internet voting system.
3. Other personnel attending and attending the meeting as nonvoting delegates
Other persons attending and attending the general meeting of shareholders include directors, supervisors and senior managers of the company
Managers and lawyers of the firm.
After verification, our lawyers believe that the above-mentioned personnel attending and attending the on-site meeting of the general meeting of shareholders are qualified
Comply with relevant laws, regulations and the articles of association.
4. Convener of this shareholders’ meeting
After verification, the convener of the general meeting of shareholders is the board of directors of the company, and the qualification of the convener of the general meeting of shareholders is not satisfied
Legal and valid.
3、 Matters to be considered at this general meeting
The general meeting of shareholders of the company considered the following matters:
1. Proposal on the proposed renewal of the company’s accounting firm in 2021;
2. Proposal on providing guarantee for wholly-owned subsidiaries.
The lawyers of the firm believe that the proposals considered at the general meeting of shareholders of the company are the same as those listed in the announcement
The matters are consistent, and there is no voting on the proposals not listed in the meeting notice at the shareholders’ meeting
There are no new proposals proposed by shareholders.
4、 Voting procedures of the general meeting of shareholders
The general meeting of shareholders adopts a combination of on-site open voting and online voting
The above-mentioned proposals were voted on. The meeting deliberated and voted on the matters under consideration one by one, in accordance with the provisions
The votes were monitored and counted, and the voting results were announced on the spot. Our lawyers confirm the voting results shown in the table below:
Voting results
Name of proposal: valid affirmative votes present at the meeting hold negative votes account for abstention votes account for deliberation No. number of voting shares (shares) affirmative votes (shares) valid voting shares negative votes voting results Proportion of (shares) voting shares (shares)
Share proportion
On the proposed on-site voting 283998312 283998312 100.0000% 0.0000% 0.0000%
Online voting for renewal of the company 99100 17300 17.4571% 81800 82.5429% 0.0000%
In 2021, the total amount was 284097412 284015612 99.9712% 81800 0.0288% 0.0000% through 1.00 CPA Affairs Office, including 1781467 1699667 95.4083% 81800 4.5917% 0.0000% for small and medium-sized enterprises
Voting of shareholders
About voting for on-site voting 283998312 283998312 100.0000% 0.0000% 0.0000% through 2.00 wholly-owned subsidiary network 99100 17300 17.4571% 81800 82.5429% 0.0000%
The total amount provided by the company is 284097412 284015612 99.9712% 81800 0.0288% 0.0000%
Small and medium-sized
Shareholders’ voting 1781467 1699667 95.4083% 81800 4.5917% 0.0000%
The exchange believes that the voting procedures and voting results of this general meeting of shareholders comply with relevant laws, administrative regulations
According to the provisions of normative documents and the articles of association, the voting results are legal and valid.
5、 Concluding observations
In conclusion, our lawyers believe that the convening and convening procedures of the company’s general meeting of shareholders comply with the company’s regulations
Laws, regulations, normative documents such as the securities law, the rules of the general meeting of shareholders and the articles of Association
Relevant regulations; The qualifications of attendees and conveners are legal and valid; Voting procedures and results of the meeting
Legal and effective.
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Guangxi Yongtaihe law firm
Lawyer in charge: Lu Tao
Attorney in charge: Gao Chang
January 17, 2002
