Shanghai jintiancheng law firm
About Sto Express Co.Ltd(002468)
Of the second 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: 02120511000 Fax: 02120511999
Postal Code: 200120
Shanghai jintiancheng law firm
About Sto Express Co.Ltd(002468)
Legal opinion of the second extraordinary general meeting of shareholders in 2022
To: Sto Express Co.Ltd(002468)
Entrusted by Sto Express Co.Ltd(002468) (hereinafter referred to as "the company"), Shanghai jintiancheng law firm (hereinafter referred to as "the firm") has, in accordance with the company law of the people's Republic of China (hereinafter referred to as "the company law"), held the second extraordinary general meeting of shareholders in 2022 (hereinafter referred to as "the general meeting of shareholders") 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 February 15, 2022, the board of directors of the company published in the securities times, China Securities Journal, Securities Daily, Shanghai Securities News and cninfo (www.cn. Info. Com. CN.) The notice of Sto Express Co.Ltd(002468) on convening the second extraordinary general meeting of shareholders in 2022 was issued. 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 March 4, 2022 (Friday) 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 March 4, 2022; The specific time of voting through the Internet voting system of Shenzhen stock exchange is any time during 9:15-15:00 on March 4, 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 391 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 1032555888 shares, accounting for 674519% of the total voting shares of the company. Among them, 7 shareholders and shareholder representatives attended the on-site meeting of the general meeting of shareholders, and the number of voting shares represented was 491880069 shares, accounting for 321322% of the total voting shares of the company; According to the online voting data and statistical results provided by Shenzhen Securities Information Co., Ltd., 384 shareholders effectively voted on the general meeting of shareholders through the trading system of Shenzhen Stock Exchange and the Internet voting system of Shenzhen Stock Exchange, representing 540675819 voting shares, accounting for 353198% 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
The matters reviewed by the lawyers in the shareholders' meeting are consistent with the matters reviewed in the shareholders' meeting notice of the company; 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 this general meeting of shareholders
According to the agenda and deliberation items of the shareholders' meeting, the shareholders' meeting deliberated and adopted the following resolutions by combining on-site voting and online voting: 1. Deliberated and adopted the proposal on Sto Express Co.Ltd(002468) phase I employee stock ownership plan (Draft) and its summary.
1016700604 shares were approved, accounting for 984645% of the total number of valid voting shares attending the meeting; Against 15559084 shares, accounting for 1.5069% of the total number of valid voting shares attending the meeting; 296200 shares were abstained (including 0 shares by default due to non voting), accounting for 0.0287% of the total number of valid voting shares attending the meeting. Among them, the voting of minority shareholders attending the meeting: 85367293 shares were agreed, accounting for 843362% of the shares held by minority shareholders attending the meeting; Against 15559084 shares, accounting for 153712% of the shares held by minority shareholders attending the meeting; 296200 shares were abstained (including 0 shares by default due to non voting), accounting for 0.2926% of the shares held by minority shareholders attending the meeting.
2. The proposal on the management measures of Sto Express Co.Ltd(002468) phase I employee stock ownership plan was deliberated and adopted.
1015566104 shares were approved, accounting for 983546% of the total number of valid voting shares attending the meeting; 15449084 shares opposed, accounting for 1.4962% of the total number of valid voting shares attending the meeting; 1540700 shares abstained (including 1244500 shares abstained by default due to non voting), accounting for 0.1492% of the total number of valid voting shares attending the meeting. Among them, the voting of minority shareholders attending the meeting: 84232793 shares were approved, accounting for 832154% of the shares held by minority shareholders attending the meeting; Against 15449084 shares, accounting for 152625% of the shares held by minority shareholders attending the meeting; 1540700 shares were abstained (of which 1244500 shares were abstained by default due to non voting), accounting for 1.5221% of the shares held by minority shareholders attending the meeting. 3. The proposal on requesting the general meeting of shareholders of the company to authorize the board of directors to handle matters related to the first phase of the company's employee stock ownership plan was deliberated and adopted.
1015554004 shares were approved, accounting for 983534% of the total number of valid voting shares attending the meeting; 15461184 opposed shares, accounting for 1.4974% of the total number of valid voting shares attending the meeting; 1540700 shares abstained (including 1244500 shares abstained by default due to non voting), accounting for 0.1492% of the total number of valid voting shares attending the meeting. Among them, the voting of minority shareholders attending the meeting: 84220693 shares were agreed, accounting for 832035% of the shares held by minority shareholders attending the meeting; Against 15461184 shares, accounting for 152744% of the shares held by minority shareholders attending the meeting; 1540700 shares were abstained (including 1244500 shares by default due to non voting), accounting for 1.5221% 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
To sum up, our lawyers believe that the convening and convening procedures, convener qualification, meeting attendance qualification, meeting voting procedures and voting results of the company's second 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 issued by Shanghai jintiancheng law firm
Legal opinion of the second 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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