Yingsong · legal opinion of the first extraordinary general meeting of shareholders of Cody dairy in 2022
Henan Yingsong law firm
On Henan Kedi Dairy Co.Ltd(002770) the first extraordinary general meeting of shareholders in 2022
Legal opinion
Ying Song Zi No. 002 to: Henan Kedi Dairy Co.Ltd(002770)
Entrusted by Henan Kedi Dairy Co.Ltd(002770) (hereinafter referred to as “the company”), Henan Yingsong law firm (hereinafter referred to as “the firm”) appointed lawyers LV Mengwei and Chen Xiaoming to attend the company’s first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as “the general meeting of shareholders”) for lawyer witness to supervise the procedural legitimacy of the general meeting of shareholders. This legal opinion is issued 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 Henan Kedi Dairy Co.Ltd(002770) articles of Association (hereinafter referred to as the “articles of association”) and other normative documents.
In accordance with the provisions of the securities law, the measures for the administration of securities legal business of law firms and the rules for the practice of securities legal business of law firms, as well as the facts that have occurred or exist before the date of issuance of this legal opinion, the firm and its handling lawyers have strictly performed their statutory duties, followed the principles of diligence, good faith and full verification, Ensure that the facts identified in this legal opinion are true, accurate and complete, that the concluding opinions issued are legal and accurate, and that there are no false records, misleading statements or major omissions, and bear corresponding legal liabilities.
1、 The convening and convening of this general meeting of shareholders is legal and effective
According to the meeting notice issued at the 14th meeting of the 4th board of directors of the company, this shareholders’ meeting is convened by the board of directors of the company. On December 30, 2021, the company has published in China Securities Journal, Shanghai Securities News, securities times, Securities Daily, the website of Shenzhen Stock Exchange and cninfo (www.cn. Info. Com. CN.) The notice of convening the general meeting of shareholders was issued on the, and the announcement informed the shareholders of the company to convene the general meeting of shareholders by on-site voting and online voting on January 17, 2022. The on-site meeting of the general meeting of shareholders was held in Henan Kedi Dairy Co.Ltd(002770) conference room at 09:00 a.m. on January 17, 2022. The meeting was presided over by Mr. Zhang Fenghua, director and general manager of the company; The voting time through the trading system voting platform is
Yingsong · legal opinion of the first extraordinary general meeting of shareholders of Cody dairy in 2022
9:30-11:30 a.m. and 13:00-15:00 p.m. on January 17, 2022. The voting time through the Internet voting platform is any time from 9:15 a.m. on January 17, 2022 to 15:00 p.m. on January 17, 2022. The exchange believes that the convening and convening procedures of the general meeting of shareholders of the company comply with the provisions of the company law, the articles of association and other normative documents.
2、 The qualification of the personnel attending the general meeting of shareholders is legal and valid
1. According to the register of shareholders provided by Shenzhen Branch of China Securities Depository and Clearing Center Co., Ltd., our lawyers reviewed the identity certificates and authorization documents of shareholders (or shareholder agents) attending the on-site meeting of the general meeting of shareholders, and confirmed that there were 5 shareholders (or shareholder agents) attending the meeting, It holds 584410774 shares of the company, accounting for 53.3773% of the total voting shares of the company. 2. According to the online voting results provided by the online voting system of Shenzhen Stock Exchange, a total of 231 shareholders voted effectively through online voting, holding 34114166 shares of the company, accounting for 3.1158% of the total voting shares of the company.
3. Directors, supervisors, senior managers and lawyers. Some directors, supervisors, senior managers and other personnel invited by the company also attended the shareholders’ meeting. Our lawyers attended and witnessed the shareholders’ meeting.
The lawyer of the firm believes that the qualification of the personnel attending the general meeting of shareholders of the company is legal and valid.
3、 The voting procedure of this general meeting of shareholders is legal and effective
1. Attendance at the meeting
The total number of voting shares represented by 236 shareholders (or shareholders’ agents) attending the shareholders’ meeting is 618524940 shares, accounting for 56.4931% of the total share capital of the company. Among them, there are 5 shareholders (or shareholders’ agents) attending the meeting, holding 584410774 shares of the company, accounting for 53.3773% of the total voting shares of the company; A total of 231 shareholders voted effectively through online voting, holding 34114166 shares of the company, accounting for 3.1158% of the total voting shares of the company. Our lawyers believe that the voting shares held by the shareholders (or shareholders’ agents) participating in the voting of the general meeting of shareholders meet the requirements of the law.
Yingsong · legal opinion of the first extraordinary general meeting of shareholders of Cody dairy in 2022
2. Scrutineer and teller
According to the vote counting scheme of the general meeting of shareholders, the votes of each deliberated matter shall be counted by 2 shareholders, 1 supervisor and lawyers of the exchange, and the chairman of the meeting shall announce the voting results.
3. Voting method
The general meeting of shareholders adopts a combination of on-site open voting and online voting. The shareholders (or their proxies) present at the meeting voted on the proposal included in the agenda of the general meeting of shareholders, and did not shelve or refuse to vote for any reason.
4. Voting results of the meeting
The general meeting of shareholders has one proposal as follows. The proposal was proposed by the board of directors of the company. This proposal involves related party transactions. In accordance with relevant laws and regulations and the articles of association of Kedi dairy company, the related shareholders Kedi Food Group Co., Ltd., Zhang Qinghai, Wang Fuju and Li Shengsheng avoided when voting, The total 490262100 shares held by them are not included in the total number of voting shares held by all shareholders attending the meeting. The voting results of the shareholders’ meeting are as follows:
Agree ratio
Number of votes in favor of the proposal / number of votes against abstention / number of votes obtained / proportion of votes passed
Non cumulative voting proposal
About signing creditor’s rights 127957,74 99.7621 251,60 0.1962 0.0417
Debt satisfaction agreement 0% 0% 53500% yes
Among them, 231 shareholders of small and medium-sized investors participated in the voting, representing 34114166 shares of the company, accounting for 3.1158% of the total shares of the company.
The voting of shareholders of small and medium-sized investors is as follows:
Agree ratio
Number of affirmative votes / negative votes / abstention votes / proportion of votes
Non cumulative voting proposal
Proposal on signing the credit and debt compensation agreement 33809,06 99.105 251600 0.7375 53500 0.156 6%% 8%
Yingsong · legal opinion of the first extraordinary general meeting of shareholders of Cody dairy in 2022
The exchange believes that the above voting results comply with the relevant provisions of the company law, the articles of association and other normative documents. Some proposals considered at the general meeting of shareholders have been counted and announced separately for small and medium-sized investors. The above voting results are legal and effective.
Accordingly, our lawyers believe that the voting procedures of this general meeting of shareholders are legal and effective.
4、 Concluding observations
Based on the above review, our lawyers believe that the convening and convening procedures of the company’s general meeting of shareholders comply with the provisions of the company law, the articles of association and other normative documents; The qualification of the personnel attending the general meeting of shareholders of the company is legal and valid; The voting procedures of the general meeting of shareholders of the company comply with the provisions of the company law, the articles of association and other normative documents; The resolutions adopted at this shareholders’ meeting are legal and valid.
