Shanghai jintiancheng law firm
About Jinzi Ham Co.Ltd(002515)
Of the first extraordinary general meeting of shareholders in 2022
Legal opinion
Address: 9/11/12 building, Shanghai Center Tower, 501 Yingcheng Middle Road, Pudong New Area, Shanghai. Tel: 021-20511000 Fax: 021-20511999
Postal Code: 200120
Shanghai jintiancheng law firm
About Jinzi Ham Co.Ltd(002515)
Of the first extraordinary general meeting of shareholders in 2022
Legal opinion
To: Jinzi Ham Co.Ltd(002515)
Shanghai jintiancheng law firm (hereinafter referred to as “the firm”) is entrusted by Jinzi Ham Co.Ltd(002515) (hereinafter referred to as “the company” or ” Jinzi Ham Co.Ltd(002515) “) to hold the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as “the general meeting of shareholders”) in accordance with the company law of the people’s Republic of China (hereinafter referred to as “the company law”) This legal opinion is issued in accordance with the relevant provisions of laws, regulations, rules and other normative documents such as the rules for the general meeting of shareholders of listed companies and the Jinzi Ham Co.Ltd(002515) articles of Association (hereinafter referred to as the “articles of association”).
In order to issue this legal opinion, the firm and its lawyers have strictly performed their statutory duties in accordance with 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 (for Trial Implementation), followed the principles of diligence and good faith, and conducted necessary verification and verification on the relevant matters involved in this shareholders’ meeting, Checked the relevant documents and materials deemed necessary by the exchange to issue the legal opinion, and participated in the whole process of the company’s general meeting of shareholders. The exchange guarantees that the facts identified in this legal opinion are true, accurate and complete, the concluding opinions issued are legal and accurate, and there are no false records, misleading statements or major omissions, and is willing to bear corresponding legal liabilities.
In view of this, in accordance with the requirements of the above laws, regulations, rules and normative documents, and in accordance with the recognized business standards, ethics and diligence spirit of the lawyer industry, our lawyers hereby issue the following legal opinions:
1、 Qualification of convener of this general meeting of shareholders and procedures for convening and convening
(I) convening of the general meeting of shareholders
After verification, the general meeting of shareholders of the company was convened by the board of directors of the company. On January 4, 2022, the company held the second meeting of the sixth board of directors and decided to convene the general meeting of shareholders.
On January 5, 2022, the company was posted on http://www.cn.info.com.cn The notice of Jinzi Ham Co.Ltd(002515) on convening the first extraordinary general meeting of shareholders in 2022 was published on the website. The aforesaid meeting notice specifies the convener, date and time of the general meeting of shareholders (including the date and time of the on-site meeting and the date and time of online voting), the method of convening, the date of equity registration, the participants, the place of the meeting, the matters considered at the meeting, the registration method of the on-site meeting Specific operation process, meeting contact person and contact information of participating in online voting. Among them, the date of publication of the announcement has reached 15 days from the convening date of the general meeting of shareholders.
(II) convening of the general meeting of shareholders
The on-site meeting of the general meeting of shareholders was held at 14:00 on January 20, 2022 in the conference room on the first floor, No. 1000, Jinfan street, Jinhua Industrial Park, Zhejiang Province.
The general meeting of shareholders is held by combining on-site voting and online voting. The specific time for voting through the system of Shenzhen Stock Exchange at the general meeting of shareholders is 9:15-9:25, 9:30-11:30 and 13:00-15:00 on January 20, 2022; The specific time for voting through the Internet voting system of Shenzhen stock exchange is 9:15-15:00 on January 20, 2022.
After examination, the lawyers of the firm believe that the qualification of the convener of the general meeting of shareholders is legal and effective, and the convening and convening procedures of the general meeting of shareholders comply with the company law, the rules for the general meeting of shareholders of listed companies and other laws, regulations, rules and other normative documents, as well as the relevant provisions of the articles of association.
2、 Qualification of personnel attending the general meeting of shareholders
(I) shareholders attending the meeting and their proxies
After verification, 76 shareholders and shareholders’ agents attended the general meeting, representing 347275875 voting shares, accounting for 35.4974% of the total shares of the company, including: 1. Shareholders and shareholders’ agents attending the on-site meeting
After verification, the identity certificates, power of attorney and relevant materials of shareholder registration of the shareholders and their agents present at the shareholders’ meeting were found. There were 7 shareholders and shareholder representatives attending the on-site meeting of the shareholders’ meeting, all of whom were registered with China Securities Depository and Clearing Co., Ltd. Shenzhen Branch at the end of the transaction at 3:00 p.m. on January 17, 2022, These shareholders hold 293536675 shares of the company, accounting for 30.0044% of the total shares of the company.
Verified by our lawyers, the above shareholders and shareholders’ agents have legal certificates to attend the meeting, and their qualifications to attend the meeting are legal and valid.
2. Shareholders participating in online voting
According to the data provided by the provider of the online voting system, 69 shareholders voted through the online voting system, representing 53739200 shares, accounting for 5.4930% of the total shares of the company. The identity of the above shareholders who vote through the online voting system shall be verified by the organization provided by the online voting system.
3. Minority investors and shareholders attending the meeting
A total of 71 small and medium-sized investor shareholders participated in the meeting through the site and network, representing 55033856 voting shares, accounting for 5.6254% of the total shares of the company.
(Note: minority investor shareholders refer to other shareholders of the company except the following shareholders: the actual controller of the company and its persons acting in concert; shareholders who individually or jointly hold more than 5% of the shares of the company; directors, supervisors and senior managers of the company.)
(II) other personnel attending the meeting
Upon verification by our lawyers, other persons attending and attending the shareholders’ meeting as nonvoting delegates are directors, supervisors and senior managers of the company, and their qualifications to attend the meeting are legal and valid.
After examination, the lawyers of the firm believe that the qualification of the attendees of the company’s general meeting of shareholders meets the relevant provisions of the company law, the rules of general meeting of shareholders and the articles of association, and is legal and effective.
3、 Proposals considered at the general meeting of shareholders
After the review of the lawyers of the firm, the proposals deliberated at the general meeting of shareholders of the company fall within the scope of powers of the general meeting of shareholders of the company, and are consistent with the deliberation matters listed in the notice and announcement of convening the general meeting of shareholders; There was no amendment to the notified proposal at the on-site meeting of the general meeting of shareholders.
4、 Voting procedures and results of the general meeting of shareholders
The general meeting of shareholders deliberated and voted on the proposals on the agenda by combining on-site voting and online voting, and did not shelve or refuse to vote for any reason. The company consolidated the voting results of on-site voting and online voting. The host of the meeting announced the voting situation and results of the proposal on the spot. The shareholders and their agents attending the meeting did not raise any objection to the voting results. The proposal of the general meeting of shareholders involves related party transactions, and the related shareholders Ren Guilong, Shi Yanjun, Shi xiongbiao, Xue changhuang and Yan Xiaoqing need to avoid voting. The proposals deliberated at the general meeting of shareholders are special resolutions, which must be passed by more than 2 / 3 of the voting rights held by the shareholders (including shareholders’ agents) attending the general meeting of shareholders.
The voting results of this shareholders’ meeting are as follows:
1. Review the proposal on the company’s compliance with the conditions for non-public development of a shares
Voting results: 58008908 shares were approved, accounting for 95.6243% of the total number of valid voting shares held by shareholders attending the meeting; 2654460 opposition shares, accounting for 4.3757% of the total number of valid voting shares held by shareholders attending the meeting; Abstained 0 shares, accounting for 0.0000% of the total number of valid voting shares held by shareholders attending the meeting. The motion was passed.
Among them, the voting situation of minority investor shareholders is: 52379396 shares are agreed, accounting for 95.1767% of the total number of valid voting shares held by minority investor shareholders attending the meeting; 2654460 shares opposed, accounting for 4.8233% of the total number of valid voting shares held by minority investor shareholders attending the meeting; Abstained 0 shares, accounting for 0.0000% of the total number of valid voting shares held by minority investor shareholders attending the meeting.
2. Deliberating the proposal on the company’s non-public development of A-Shares in 2021
2.1 type and par value of shares issued
Voting results: 57698808 shares were approved, accounting for 95.1131% of the total number of valid voting shares held by shareholders attending the meeting; 2964560 opposed shares, accounting for 4.8869% of the total number of valid voting shares held by shareholders attending the meeting; Abstained 0 shares, accounting for 0.0000% of the total number of valid voting shares held by shareholders attending the meeting. The motion was passed.
Among them, the voting situation of minority investor shareholders is: 52069296 shares are agreed, accounting for 94.6132% of the total number of valid voting shares held by minority investor shareholders attending the meeting; 2964560 shares were opposed, accounting for 5.3868% of the total number of valid voting shares held by minority investor shareholders attending the meeting; Abstained 0 shares, accounting for 0.0000% of the total number of valid voting shares held by minority investor shareholders attending the meeting.
2.2 issuing method and time
Voting results: 57935808 shares were approved, accounting for 95.5038% of the total number of valid voting shares held by shareholders attending the meeting; Against 2726060 shares, accounting for 4.4937% of the total number of valid voting shares held by shareholders attending the meeting; Abstained 1500 shares, accounting for 0.0025% of the total number of valid voting shares held by shareholders attending the meeting. The motion was passed.
Among them, the voting situation of minority investor shareholders is: 52306296 shares are agreed, accounting for 95.0439% of the total number of valid voting shares held by minority investor shareholders attending the meeting; Against 2726060 shares, accounting for 4.9534% of the total number of valid voting shares held by minority investor shareholders attending the meeting; Abstained 1500 shares, accounting for 0.0027% of the total number of valid voting shares held by minority investor shareholders attending the meeting. 2.3 issuing object and subscription method
Voting results: 57994908 shares were approved, accounting for 95.6012% of the total number of valid voting shares held by shareholders attending the meeting; 2654460 opposition shares, accounting for 4.3757% of the total number of valid voting shares held by shareholders attending the meeting; 14000 shares were abstained, accounting for 0.0231% of the total number of valid voting shares held by shareholders attending the meeting. The motion was passed.
Among them, the voting situation of minority investor shareholders is: 52365396 shares are agreed, accounting for 95.1512% of the total number of valid voting shares held by minority investor shareholders attending the meeting; 2654460 shares opposed, accounting for 4.8233% of the total number of valid voting shares held by minority investor shareholders attending the meeting; 14000 shares were abstained, accounting for 0.0254% of the total number of valid voting shares held by minority investor shareholders attending the meeting. 2.4 pricing base date, issue price and pricing principle
Voting results: 57688008 shares were approved, accounting for 95.0953% of the total number of valid voting shares held by shareholders attending the meeting; 2973860 opposed shares, accounting for 4.9022% of the total number of valid voting shares held by shareholders attending the meeting; Abstained 1500 shares, accounting for 0.0025% of the total number of valid voting shares held by shareholders attending the meeting. The motion was passed.
Among them, the voting situation of minority investor shareholders is: 52058496 shares are agreed, accounting for 94.5936% of the total number of valid voting shares held by minority investor shareholders attending the meeting; 2973860 shares opposed, accounting for 5.4037% of the total number of valid voting shares held by minority investor shareholders attending the meeting; Abstained 1500 shares, accounting for 0.0027% of the total number of valid voting shares held by minority investor shareholders attending the meeting. 2.5 issue quantity
Voting results: 57935808 shares were approved, accounting for 95.5038% of the total number of valid voting shares held by shareholders attending the meeting; Against 2726060 shares, accounting for 4.4937% of the total number of valid voting shares held by shareholders attending the meeting; Abstained 1500 shares, accounting for 0.0025% of the total number of valid voting shares held by shareholders attending the meeting. The motion was passed.
Among them, the voting situation of minority investor shareholders is: 52306296 shares are agreed, accounting for 95.0439% of the total number of valid voting shares held by minority investor shareholders attending the meeting; Against 2726060 shares, accounting for 4.9534% of the total number of valid voting shares held by minority investor shareholders attending the meeting; Abstained 1500 shares, accounting for 0.0027% of the total number of valid voting shares held by minority investor shareholders attending the meeting. 2.6 scale and purpose of raised funds
Voting results: 58008908 shares were approved, accounting for 95.6243% of the total number of valid voting shares held by shareholders attending the meeting; 2654460 opposition shares, accounting for 4.3757% of the total number of valid voting shares held by shareholders attending the meeting; Abstained 0 shares, accounting for 0.0000% of the total number of valid voting shares held by shareholders attending the meeting. The motion was passed.
Among them, the voting situation of minority investor shareholders is: 52379396 shares are agreed, accounting for 95.1767% of the total number of valid voting shares held by minority investor shareholders attending the meeting; 2654460 opposed shares, accounting for 4.8233% of the total number of valid voting shares held by minority investor shareholders attending the meeting; Abstain 0 shares,
