Beijing Yingke (Urumqi) law firm
About Guanghui Logistics Co.Ltd(600603)
Of the first extraordinary general meeting of shareholders in 2022
Legal opinion
No. 2588, hongguangshan Road, Shuimogou District, Urumqi, Xinjiang
Website: www.yingkelawyer.com com.
Beijing Yingke (Urumqi) law firm
Legal opinion on Guanghui Logistics Co.Ltd(600603) the first extraordinary general meeting of shareholders in 2022
To: Guanghui Logistics Co.Ltd(600603) (hereinafter referred to as "the company")
In accordance with the company law of the people's Republic of China, the securities law of the people's Republic of China (hereinafter referred to as the Securities 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) issued by the China Securities Regulatory Commission Beijing Yingke (Urumqi) law firm (hereinafter referred to as "the firm") has accepted the entrustment of the company to appoint Lu Weiguang lawyer Lawyer Meng Fanting attended the first extraordinary general meeting of the company in 2022 (hereinafter referred to as "the meeting") and issued this legal opinion.
In order to issue this legal opinion, our lawyers reviewed the relevant documents and materials of this meeting provided by the company. The company has guaranteed to provide all relevant documents and materials required for the issuance of this legal opinion to our lawyers, and to ensure the authenticity, integrity and effectiveness of the documents and materials provided.
According to the requirements of the rules of the general meeting of shareholders, our lawyers only check and express legal opinions on the convening and convening procedures of the meeting, the qualifications of the convener and participants, as well as the voting procedures and voting results of the meeting, and do not express opinions on the authenticity and legitimacy of the contents of various proposals considered at the meeting and the facts and data involved.
There are no false, seriously misleading statements and major omissions in this legal opinion, which is only for the purpose of this meeting of the company and shall not be used for any other purpose. Our lawyer agrees to announce this legal opinion together with the resolution of this meeting of the company.
In accordance with the relevant requirements of the securities law, the rules of the general meeting of shareholders and the business management measures, 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 the company, and now issue the following legal opinions:
1、 Convening and convening procedures of this meeting
(I) convening of this meeting
After inspection, the meeting was convened by the board of directors of the company. On January 18, 2022, the board of directors of the company published a report on Shanghai Securities News and the website of Shanghai Stock Exchange (http: / / www.sse. Com. CN.) The notice of Guanghui Logistics Co.Ltd(600603) on convening the first extraordinary general meeting of shareholders in 2022 was publicly released. The notice specifies the time and place of the on-site meeting of the meeting, the time and specific operation process of online voting. Shareholders have the right to attend the general meeting of shareholders in person or by proxy and exercise their voting rights, and the equity registration date and registration method of shareholders who have the right to attend the meeting Contact address, contact person and other matters, listed the deliberation matters of this meeting, and fully disclosed the contents of relevant proposals.
(II) convening of this meeting
This meeting of the company was held by combining on-site voting and online voting.
The on-site meeting of this meeting was held at 16:00 on February 7, 2022 in conference room 3, 43 / F, building China Citic Bank Corporation Limited(601998) 165, Xinhua North Road, Tianshan District, Urumqi, Xinjiang, as scheduled, presided over by Mr. Yang Tiejun, chairman of the company. The specific time for online voting through the voting platform of the trading system of Shanghai Stock Exchange is 9:15-9:25, 9:30-11:30 and 13:00-15:00 on February 7, 2022; The specific time for voting through the Internet voting platform of Shanghai Stock Exchange is 9:15-15:00 on February 7, 2022.
Upon inspection, the time, place, method and content of the meeting are consistent with those specified in the meeting notice.
To sum up, the notice, convening and convening procedures of this meeting of the company comply with the provisions of relevant laws and regulations, normative documents and the articles of association.
2、 Qualifications of conveners and attendees of the meeting
The convener of this meeting is the board of directors of the company, which meets the qualification of convener specified in laws and regulations, normative documents and the articles of association.
According to the signatures and power of attorney of the shareholders attending the on-site meeting, the register of shareholders as of the equity registration date of the meeting (January 25, 2022) and relevant shareholder identity documents, there are 4 shareholders (shareholder agents) attending the meeting, representing 577205575 shares, accounting for 45.92% of the total shares of the company. In addition to the company's shareholders (shareholders' agents), the directors, supervisors, senior managers and lawyers of the exchange also attended the meeting. Upon inspection, the qualifications of the above-mentioned personnel attending the meeting meet the provisions of relevant laws and regulations, normative documents and the articles of association, which are legal and effective.
According to the statistics of Shanghai Stock Exchange and the verification and confirmation of the company, a total of 10 shareholders participated in the meeting through online voting, with 114644832 representative shares, accounting for 9.12% of the total shares of the company. The qualification of the above shareholders participating in online voting has been certified by the trading system of Shanghai Stock Exchange.
3、 Voting procedures and results of this meeting
Upon inspection, the matters considered and voted at this meeting are all the proposals listed in the company's announced meeting notice. After deliberation item by item and in accordance with the voting procedures stipulated in the articles of association, the following proposals were adopted:
1. Proposal on the change of payment method of partial equity transfer funds for the acquisition of equity by subsidiaries and related party transactions; 2. Proposal on hiring audit institutions and audit fee standards in 2021;
3. Proposal on changing the registered capital of the company and amending the articles of Association;
4. Proposal on changing directors of the company and nominating candidates for directors;
Cui Ruili and Lu Weiguang served as tellers and Zhu Kai as scrutineers in this meeting. The votes of the on-site meeting shall be counted on the spot by the vote counter, the scrutineer and the lawyer of the office, and the final voting results shall be published after being combined with the online voting results.
After verification, the proposal on changing the registered capital of the company and amending the articles of association was passed by special resolution. The company's three proposals involving small and medium-sized investors, namely, the proposal on the change of payment method of partial equity transfer funds for the acquisition of equity by subsidiaries and related party transactions, the proposal on the employment of audit institutions and audit fee standards in 2021, and the proposal on the change of directors and nomination of candidates for directors of the company, shall be counted by small and medium-sized investors separately and the voting results shall be disclosed separately, In addition, the related shareholders Xinjiang Guanghui industrial investment (Group) Co., Ltd. and Xinjiang Guanghui chemical building materials Co., Ltd. avoided voting on the proposal on the change of payment method of partial equity transfer funds for the acquisition of equity by subsidiaries and related party transactions.
To sum up, the voting procedures and results of this meeting comply with the provisions of laws and regulations, normative documents and the articles of association, and are legal and effective.
4、 Concluding observations
To sum up, our lawyers believe that the notice, convening and convening procedures of this meeting of the company comply with the provisions of laws, administrative regulations, rules for the general meeting of shareholders of listed companies and the articles of association, and the qualifications of the convener and attendees of this meeting, as well as the voting procedures and voting results of this meeting are legal and effective.
This legal opinion is made in triplicate.
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(there is no text on this page, which is the signature page of the legal opinion of Beijing Yingke (Urumqi) law firm on the first extraordinary general meeting of shareholders in Guanghui Logistics Co.Ltd(600603) 2022)
Zhan Yupu
Handling lawyer
Lu Weiguang, Meng Fanting
Beijing Yingke (Urumqi) law firm February 7, 2022
