Beijing Jinchengtongda (Chengdu) law firm
About Rightway Holdings Co.Ltd(600321)
Legal opinion of the first extraordinary general meeting of shareholders in 2022
Jin (Chengdu) FA Yi [2022] Zi (0216) No. 50 to: Rightway Holdings Co.Ltd(600321)
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 the measures for the administration of legal firms engaged in securities legal business (hereinafter referred to as the "practice measures") In accordance with the relevant provisions of laws, regulations, rules and normative documents such as the practicing rules for securities legal business of law firms (Trial) (hereinafter referred to as the "practicing rules") and the articles of association of your company (hereinafter referred to as the "articles of association"), we have appointed lawyers to attend the first extraordinary general meeting of shareholders of your company in 2022 (hereinafter referred to as the "general meeting of shareholders"), And issue this legal opinion.
Our lawyers have verified the authenticity and legality of this meeting of your company and issued legal opinions in accordance with the requirements of the rules of the general meeting of shareholders and the articles of Association; There are no false, seriously misleading statements and major omissions in this legal opinion; This legal opinion does not express any opinion on the authenticity, accuracy or legitimacy of the contents of the proposals considered at this shareholders' meeting and the relevant facts or data expressed in such proposals.
This legal opinion is only for the purpose of this meeting of your company and shall not be used by anyone for any other purpose. Our lawyers agree to announce this legal opinion together with other information disclosure materials of your company at this meeting, and bear corresponding responsibilities for this legal opinion according to law.
In accordance with the relevant requirements of the rules of the general meeting of shareholders, the practice measures and the practice rules, 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 your company, and now have the following legal opinions:
1、 Convening and convening procedures of this general meeting of shareholders
According to the announcement on the resolution of the 26th meeting of the 10th board of directors and the notice on convening the first extraordinary general meeting of shareholders in 2022, this general meeting of shareholders is convened by the board of directors of the company. The board of directors of the company published the notice on convening the shareholders' meeting in the form of announcement on January 29, 2022. After verification, the time, method and content of the notice of meeting issued by the board of directors of the company comply with the provisions of the company law, the rules of the general meeting of shareholders and the articles of association.
The general meeting of shareholders was held by combining on-site voting and online voting. After verification, the on-site meeting of the general meeting of shareholders was held at 14:00 p.m. on Thursday, February 17, 2022 in Chengdu Hall of Zhengyuan Xiyue Hotel, No. 2, Section 1, Guangdu Avenue, Dongsheng Street, Shuangliu District, Chengdu. The time, place, method and content of the meeting were consistent with those specified in the meeting notice. At the same time, the shareholders' meeting also conducted online voting through the trading system and Internet voting system of Shanghai Stock Exchange in accordance with the time and procedures determined in the meeting notice. The voting time through the trading system of Shanghai Stock Exchange is 9:15-9:25 a.m., 9:30-11:30 p.m. and 13:00-15:00 p.m. on February 17, 2022; The time for voting through the Internet system of Shanghai Stock Exchange is 9:15-15:00 on February 17, 2022.
To sum up, the notice, convening and convening procedures of this general meeting of shareholders of your company comply with the provisions of relevant laws and regulations, normative documents and the articles of association.
2、 Qualifications of the convener of the general meeting of shareholders and the personnel attending the general meeting of shareholders
(I) convener of the general meeting of shareholders
It is verified that the convener of this general meeting of shareholders is the board of directors of your company, which meets the convener qualification specified in laws and regulations, normative documents and the articles of association.
(II) qualification of personnel attending the general meeting of shareholders
1. Shareholders and their agents attending the on-site meeting
According to the signatures and power of attorney of shareholders attending the on-site meeting of the general meeting of shareholders, the register of shareholders as of the equity registration date of the general meeting of shareholders and relevant shareholder identity documents, there are 3 shareholders (shareholder agents) attending the on-site meeting of the general meeting of shareholders, representing 395668063 shares, accounting for 26.1936% of the total shares of your company. In addition to the shareholders (shareholder agents) of your company, some directors, supervisors, Secretary of the board of directors, senior managers and witness lawyers of our firm also attended the general meeting of shareholders. 2. Shareholders and proxies participating in online voting
According to the data provided by the online voting system of the general meeting of shareholders of Shanghai Stock Exchange, there are 3 shareholders and shareholder agents who effectively vote through the online voting system during the online voting time of the general meeting of shareholders, representing 11200 shares, accounting for 0.0074% of the total shares of your company.
Upon examination, our lawyers believe that the qualifications of the on-site attendants of the above general meeting of shareholders meet the provisions of laws, regulations and the articles of association. The qualification of shareholders participating in online voting is recognized by the online voting system.
3、 Voting procedures and results of this general meeting of shareholders
(I) voting procedures of the general meeting of shareholders
The on-site meeting of the general meeting of shareholders of your company will consider the proposals listed in the notice of the meeting, vote by open ballot, and count and monitor the votes in accordance with the provisions of the articles of association.
Your company provides shareholders with an online voting platform through the system of Shanghai Stock Exchange. Shareholders participating in online voting have conducted online voting through this voting platform. The online voting system of the general meeting of shareholders of Shanghai stock exchange makes statistics on the online voting of the general meeting of shareholders, and provides the voting results to your company.
(II) voting results of the general meeting of shareholders
The shareholders and their proxies attending the shareholders' meeting deliberated on the proposal included in the notice of the shareholders' meeting, and the voting results are as follows: 1. Proposal on the prediction of the company's external guarantee amount in 2022
The voting status of the proposal is: 395668163 shares are approved, accounting for 99.9971% of the total voting shares (including online voting) attending the general meeting of shareholders; Against 11100 shares, accounting for 0.0029% of the total voting shares (including online voting) attending the general meeting of shareholders; Abstain from 0 shares, accounting for 0% of the total voting shares (including online voting) attending the general meeting of shareholders.
Among them, the voting situation of minority shareholders is: 100 shares are agreed, accounting for 0.89% of the total voting shares (including online voting) of minority shareholders attending the general meeting of shareholders; Against 11100 shares, accounting for 99.11% of the total voting shares (including online voting) of minority shareholders attending the general meeting of shareholders; Abstain from 0 shares, accounting for 0% of the total voting shares (including online voting) of minority shareholders attending the general meeting of shareholders.
The voting result of the proposal was passed. 2. Proposal on reducing the guarantee amount of phased joint and several liability guarantee by subsidiaries
The voting status of the proposal is: 395668163 shares are approved, accounting for 99.9971% of the total voting shares (including online voting) attending the general meeting of shareholders; Against 11100 shares, accounting for 0.0029% of the total voting shares (including online voting) attending the general meeting of shareholders; Abstain from 0 shares, accounting for 0% of the total voting shares (including online voting) attending the general meeting of shareholders.
Among them, the voting situation of minority shareholders is: 100 shares are agreed, accounting for 0.89% of the total voting shares (including online voting) of minority shareholders attending the general meeting of shareholders; Against 11100 shares, accounting for 99.11% of the total voting shares (including online voting) of minority shareholders attending the general meeting of shareholders; Abstain from 0 shares, accounting for 0% of the total voting shares (including online voting) of minority shareholders attending the general meeting of shareholders.
The voting result of the proposal was passed. 3. Proposal on adding phased joint and several liability guarantee for subsidiaries
The voting status of the proposal is: 395668163 shares are approved, accounting for 99.9971% of the total voting shares (including online voting) attending the general meeting of shareholders; Against 11100 shares, accounting for 0.0029% of the total voting shares (including online voting) attending the general meeting of shareholders; Abstain from 0 shares, accounting for 0% of the total voting shares (including online voting) attending the general meeting of shareholders.
Among them, the voting situation of minority shareholders is: 100 shares are agreed, accounting for 0.89% of the total voting shares (including online voting) of minority shareholders attending the general meeting of shareholders; Against 11100 shares, accounting for 99.11% of the total voting shares (including online voting) of minority shareholders attending the general meeting of shareholders; Abstain from 0 shares, accounting for 0% of the total voting shares (including online voting) of minority shareholders attending the general meeting of shareholders.
The voting result of the proposal was passed.
To sum up, the voting procedures and voting results deliberated at this general meeting of shareholders 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 convening and convening procedures, the qualifications of conveners, the qualifications of personnel attending the general meeting of shareholders, as well as the voting procedures and voting results of the general meeting of shareholders of your company comply with the provisions of laws and regulations, normative documents and the articles of Association, and the resolutions of the general meeting of shareholders are legal and effective.
This legal opinion is made in duplicate.
(there is no text on this page, which is the signature page of the legal opinion of Beijing Jinchengtongda (Chengdu) law firm on the first extraordinary general meeting of shareholders in Rightway Holdings Co.Ltd(600321) 2022.)
Person in charge: Zhou Hongmin
Li Lu, handling lawyer of Beijing Jincheng Tongda (Chengdu) law firm
Long Juan
February 17, 2022
