Shanghai jintiancheng law firm
About Sto Express Co.Ltd(002468)
Of the first extraordinary general meeting of shareholders in 2022
Legal opinion
Shanghai jintiancheng law firm
Address: 11, 12 floor, Shanghai Center Tower, 501 Yingcheng Middle Road, Pudong New Area, Shanghai. Telephone: 021-20511000 Fax: 021-20511999
Postal Code: 200120
Shanghai jintiancheng law firm
About Sto Express Co.Ltd(002468)
Legal opinion of the first extraordinary general meeting of shareholders in 2022
To: Sto Express Co.Ltd(002468)
Shanghai jintiancheng law firm (hereinafter referred to as “the firm”) is entrusted by Sto Express Co.Ltd(002468) (hereinafter referred to as “the company”) 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 and other normative documents such as the rules for the general meeting of shareholders of listed companies and the Sto Express Co.Ltd(002468) 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, followed the principles of diligence and good faith, and conducted necessary verification and verification on the relevant matters involved in this shareholders’ meeting, Reviewed the relevant documents and materials that the exchange considered necessary for issuing the legal opinion, and participated in the whole process of the company’s general meeting of shareholders. We guarantee that the facts identified in this legal opinion are true, accurate and complete, and the concluding opinions issued are legal and accurate, without false records, misleading statements or major omissions. Our lawyers agree to take this legal opinion as the announcement material of the company’s shareholders’ meeting, announce it together with other documents to be announced, and are willing to bear corresponding legal liabilities.
In view of this, according to the requirements of the above laws, regulations, rules and normative documents, and in accordance with the business standards, ethics and diligence recognized by the lawyer industry, our lawyers hereby issue the following legal opinions: I. The qualification of the convener and the procedures for convening and convening this 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 22nd, 2022, the board of directors of the company made a statement in the securities times, China Securities Journal, Securities Daily, Shanghai Securities News and cninfo (www.cn. Info. Com. CN.) Issued the Sto Express Co.Ltd(002468) notice on convening the first extraordinary general meeting of shareholders in 2022. The above announcement specifies the basic information of the meeting, the matters to be considered at the meeting, the participants of the meeting, the registration of the meeting, etc.
The shareholders’ meeting was held by combining on-site voting and online voting. The on-site meeting was held at 15 pm on February 14, 2022 (Monday) in the conference room on the 5th floor, No. 58 Chongda Road, Qingpu District, Shanghai.
The specific time of online voting through the trading system of Shenzhen stock exchange is: 9:15-9:25, 9:30-11:30 and 13:00-15:00 on February 14, 2022; The specific time of voting through the Internet voting system of Shenzhen stock exchange is any time during 9:15-15:00 on February 14, 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、 Qualifications of personnel attending the general meeting of shareholders
1. Shareholders attending the meeting and their proxies
A total of 51 shareholders and shareholders’ representatives participated in the on-site meeting and online voting of the general meeting of shareholders, and the number of voting shares represented was 969501786, accounting for 63.3329% of the total voting shares of the company. Among them, there are 5 shareholders and shareholder representatives attending the on-site meeting of the general meeting of shareholders, and the number of voting shares represented is 491860069 shares, accounting for 32.1309% of the total voting shares of the company; According to the online voting data and statistical results provided by Shenzhen Securities Information Co., Ltd., a total of 46 shareholders voted effectively on the general meeting of shareholders through the trading system of Shenzhen Stock Exchange and the Internet voting system of Shenzhen Stock Exchange, representing 477641717 voting shares, accounting for 31.2021% of the total voting shares of the company.
The lawyer of the firm has verified that the above shareholders and shareholders’ agents attending the on-site meeting have legal certificates to attend the meeting, and their qualifications to attend the meeting are legal and valid.
2. Other persons attending the meeting
According to the verification of our lawyers, other persons attending the shareholders’ meeting are directors, supervisors and senior managers of the company, and their qualifications to attend the meeting are legal and valid. 3、 Proposals considered at the general meeting of shareholders
After the examination and verification 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 of convening the general meeting of shareholders; There was no amendment to the notice of the shareholders’ meeting, and there was no new proposal proposed by the shareholders. 4、 Voting procedures and results of the general meeting of shareholders
According to the agenda and deliberation items of the general meeting of shareholders, the general meeting of shareholders deliberated and adopted the following resolutions by combining on-site voting and online voting: 1. Deliberated and adopted the proposal on the prediction of daily connected transactions in 2022.
586309136 shares were approved, accounting for 99.9161% of the total number of valid voting shares attending the meeting; 440108 opposed shares, accounting for 0.0750% of the total number of valid voting shares attending the meeting; 52000 shares were abstained (including 0 shares by default due to non voting), accounting for 0.0089% of the total number of valid voting shares attending the meeting. Among them, the voting of minority shareholders attending the meeting: 53860295 shares were agreed, accounting for 99.0946% of the shares held by minority shareholders attending the meeting; 440108 shares opposed, accounting for 0.8097% of the shares held by minority shareholders attending the meeting; 52000 shares were abstained (including 0 shares by default due to non voting), accounting for 0.0957% of the shares held by minority shareholders attending the meeting.
Related shareholder Shanghai de’e Industrial Development Co., Ltd. avoided voting. 2. The proposal on subsidiary companies applying for project loans from banks and providing guarantees was deliberated and adopted.
969007478 shares were approved, accounting for 99.9490% of the total number of valid voting shares attending the meeting; 494308 opposed shares, accounting for 0.0510% of the total number of valid voting shares attending the meeting; 0 shares abstained (including 0 shares abstained by default due to non voting), accounting for 0.0000% of the total number of valid voting shares attending the meeting.
Among them, the voting of minority shareholders attending the meeting: 53858095 shares were agreed, accounting for 99.0905% of the shares held by minority shareholders attending the meeting; Against 494308 shares, accounting for 0.9094% of the shares held by minority shareholders attending the meeting; Abstained 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the shares held by minority shareholders attending the meeting.
After examination, the lawyers of the firm believe that the voting procedures and voting results of the general meeting of shareholders comply with the company law, the rules of 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, and the voting results are legal and valid.
5、 Concluding observations
In conclusion, our lawyers believe that the convening and convening procedures, the qualifications of conveners, the qualifications of participants, the voting procedures and voting results of the company’s first extraordinary general meeting in 2022 are in line with the relevant provisions of the company law, the rules for the general meeting of shareholders of listed companies and other laws, regulations, rules and other normative documents and the articles of association, The resolutions adopted at this shareholders’ meeting are legal and valid.
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(there is no text on this page, which is about Sto Express Co.Ltd(002468) 2022 of Shanghai jintiancheng law firm
Legal opinion of the first extraordinary general meeting of shareholders in (signature page)
Handling lawyer of Shanghai jintiancheng law firm:
Yang Yanjing
Person in charge: Handling lawyer:
Gu Gongyun, Yang Lu
specific date
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