Beijing Dacheng (Chengdu) law firm on Sichuan Fulin Transportation Group Co.Ltd(002357)
Of the first extraordinary general meeting of shareholders in 2022
Legal opinion
Dachengrong Zi (2022) Fayi Zi No. 417
Beijing Dacheng (Chengdu) law firm
www.dentons. cn.
14th and 18th floors, building J, Zhonghai International Center, No. 575, jiaozi Avenue, high tech Zone, Chengdu post code: 610000
14F、18F/Tower J China Overseas International Center,
No.575 JiaoziAve., High-tech Zone, Chengdu, China P.C.：610000
Tel: +862887039931 Fax: +862887036893
Beijing Dacheng (Chengdu) law firm
About Sichuan Fulin Transportation Group Co.Ltd(002357)
The first extraordinary general meeting of shareholders in 2022
Legal opinion
Dachengrong Zi (2022) Fayi Zi No. 417 to: Sichuan Fulin Transportation Group Co.Ltd(002357)
In accordance with the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), the company law of the people’s Republic of China (hereinafter referred to as the “company 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”) The Listing Rules of Shenzhen Stock Exchange (hereinafter referred to as the “Listing Rules”), the detailed rules for the implementation of online voting at the general meeting of shareholders of listed companies of Shenzhen Stock Exchange and other laws, administrative regulations and normative documents, as well as the provisions of Sichuan Fulin Transportation Group Co.Ltd(002357) articles of Association (hereinafter referred to as the “articles of association”), Chen Xuemin (hereinafter referred to as the “lawyer”) appointed by Chengdu Daling (hereinafter referred to as “the company”) to attend the extraordinary general meeting of (hereinafter referred to as “the company”), And witness the relevant matters of the general meeting of shareholders, and issue this legal opinion on the convening of the general meeting of shareholders, the legality and compliance of the convening procedures, the qualification of the participants and the convener of the meeting, the legality and validity of the voting procedures and voting results of the meeting.
In order to issue this legal opinion, the handling lawyer of the office attended the shareholders’ meeting and reviewed the relevant documents provided by the company. In the process of reviewing relevant documents, the company has guaranteed and promised the handling lawyer of the firm that the originals and copies of all documents and materials provided are true, complete, legal and effective, and has disclosed all facts and documents sufficient to affect the issuance of this legal opinion to the handling lawyer of the firm without any concealment or omission.
This legal opinion is only for the purpose of witnessing the legitimacy of relevant matters of the company’s current general meeting of shareholders, and shall not be used for any other purpose. The exchange agrees that this legal opinion shall be announced together with the resolution of the company’s current general meeting of shareholders and other information disclosure materials.
In accordance with the securities law, the measures for the administration of securities legal business by law firms, the rules for the practice of securities legal business by law firms (for Trial Implementation), and other laws, administrative regulations and normative documents, as well as the relevant provisions of the articles of association, the handling lawyers of the firm have strictly performed their statutory duties in accordance with the facts that have occurred or exist before the date of issuance of this legal opinion, Following the principles of diligence and good faith, we have conducted sufficient verification and verification to ensure that the facts identified in this legal opinion are true, accurate and complete, that the concluding opinions issued are legal and accurate, and that there are no false records, misleading statements or major omissions.
In accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, our lawyers have issued the following legal opinions on the relevant legal matters of the shareholders’ meeting:
1、 Convening and convening procedures of this general meeting of shareholders
(I) convening of the general meeting of shareholders
1. On February 18, 2022, the company held the fourth meeting of the sixth board of directors, deliberated and adopted the proposal on convening the first extraordinary general meeting of shareholders in 2022, and agreed that the board of directors of the company should convene this general meeting of shareholders.
2. On February 19, 2022, the company published on China Securities Journal, Securities Daily, securities times, Shanghai Securities News, cninfo.com and the website of Shenzhen Stock Exchange（ http://www.szse.cn. ）The announcement on the resolution of the fourth meeting of the sixth board of directors of Sichuan Fulin Transportation Group Co.Ltd(002357) and the notice of Sichuan Fulin Transportation Group Co.Ltd(002357) on convening the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as the “Notice of the meeting”) were published. The aforesaid announcement lists the time, place, convener, convening method, attendees, matters to be considered at the meeting and other relevant matters of the general meeting of shareholders.
(II) convening of this general meeting of shareholders
1. The shareholders’ meeting adopts the combination of on-site voting and online voting.
2. The on-site meeting of the general meeting of shareholders was held at 14:30 p.m. on Tuesday, March 8, 2022 in the company’s conference room (conference room on the fifth floor, Building 29, block n, 239 Guangfu Road, Qingyang District, Chengdu, Sichuan Province), presided over by Mr. Dong Heyu, chairman of the company.
3. The time of online voting through the trading system of Shenzhen stock exchange is: 9:15 to 9:25, 9:30 to 11:30 and 13:00 to 15:00 on March 8, 2022; The time of voting through the Internet voting system of Shenzhen stock exchange is any time from 9:15 to 15:00 on March 8, 2022.
After verification, the handling lawyer of the exchange believes that the convening and convening procedures of the general meeting of shareholders comply with the provisions of the company law, the securities law and other relevant laws, administrative regulations, normative documents, the articles of association and the rules of procedure for Sichuan Fulin Transportation Group Co.Ltd(002357) general meeting of shareholders (hereinafter referred to as the “rules of procedure for general meeting of shareholders”).
2、 Qualification of personnel and convener attending the general meeting of shareholders
(I) personnel attending the shareholders’ meeting
According to the examination of the handling lawyer of the exchange on the register of shareholders on the equity registration date of the general meeting of shareholders, the identity certificates of corporate shareholders and natural person shareholders attending the on-site meeting of the general meeting of shareholders and other documents, the attendees of the general meeting of shareholders include:
1. A total of 4 shareholders, shareholder representatives and shareholder agents attended the shareholders’ meeting on site, representing 94598221 shares, accounting for 301759% of the total shares of the company;
2. The company provides online voting platform for shareholders of the company through the trading system of Shenzhen Stock Exchange and the Internet voting system of Shenzhen Stock Exchange.
According to the voting statistics of the general meeting of shareholders provided by Shenzhen Securities Information Co., Ltd., there are 8 shareholders and shareholder agents voting through the Internet, and the total number of shares held is 65220 shares, accounting for 0.0208% of the total shares of the company;
3. The directors of the company, Wang Jing, Wang Peng, Kong Zhiguo, Dong Heyu, he Junhui, Ge Yongbo and Liu Shengsheng, as well as the supervisors, Chen Fengshan and Su Haijing, attended the general meeting of shareholders by means of video communication. The remaining directors, supervisors, Secretary of the board of directors, senior managers and lawyers of the firm attended the general meeting of shareholders by means of on-site communication. The qualification of the handling personnel of the company and the relevant provisions of the articles of association and administrative regulations are considered to be in conformity with the above laws and regulations.
(II) qualification of convener of the general meeting of shareholders
The convener of this general meeting of shareholders is the board of directors of the company. The handling lawyer of the firm believes that the convener of the general meeting of shareholders meets the convener qualification specified in relevant laws, administrative regulations, normative documents, the articles of association and the rules of procedure of the general meeting of shareholders.
3、 Voting procedures and results of this general meeting of shareholders
The voting of this general meeting of shareholders adopts two methods: on-site voting and online voting.
The shareholders attending the on-site meeting of the general meeting of shareholders voted on the matters listed in the announcement by open ballot.
The voting of the proposals of the on-site meeting of the general meeting of shareholders shall be counted and monitored in accordance with the procedures specified in the articles of association, rules of procedure of the general meeting of shareholders and the announcement.
After verification, the company provided online voting platform for shareholders through the trading system of Shenzhen Stock Exchange and the Internet voting system of Shenzhen Stock Exchange. After the online voting, Shenzhen Securities Information Co., Ltd. provided the company with the total number of voting rights and statistical data of voting results of online voting at the general meeting of shareholders. After the on-site voting and online voting of this meeting, the company consolidated and counted the voting results of on-site voting and online voting.
The voting results of the proposals considered at the shareholders’ meeting are as follows:
(I) deliberated and passed the proposal on Amending the articles of Association
Voting results: 94626941 shares were approved, accounting for 999614% of the total voting shares attending the shareholders’ meeting, 36500 shares were opposed, accounting for 0.0386% of the total voting shares attending the shareholders’ meeting, and 0 shares were abstained, accounting for 0.0000% of the total voting shares attending the shareholders’ meeting.
Among them, the voting situation of minority shareholders is: 878720 shares are agreed, accounting for 960119% of the total voting shares of minority shareholders attending the general meeting of shareholders; The total number of minority shareholders who had the right to vote against the meeting was 36500, accounting for 983.81%; Abstained 0 shares, accounting for 0.0000% of the total voting shares of minority shareholders attending the general meeting of shareholders.
4、 Concluding observations
In conclusion, the handling lawyer of the firm believes that the convening and convening procedures of the general meeting of shareholders of the company comply with the provisions of the company law and other laws, administrative regulations, normative documents, the articles of association and the rules of procedure of the general meeting of shareholders; The qualifications of the personnel attending the general meeting of shareholders and the convener are legal and valid; The voting procedures and results of this general meeting of shareholders are legal and effective.
This legal opinion is made in duplicate.
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(there is no text on this page, which is the signature page of the legal opinion of Beijing Dacheng (Chengdu) law firm on the first extraordinary general meeting of shareholders in Sichuan Fulin Transportation Group Co.Ltd(002357) 2022) (seal) person in charge of Beijing Dacheng (Chengdu) law firm:
Liu Shoumin
Handling lawyer:
Ning Xueling
Chen Jiamin
March 8, 2002
