Beijing Jindu (Guangzhou) law firm
About Eternal Asia Supply Chain Management Ltd(002183)
Legal opinion of the second extraordinary general meeting of shareholders in 2022
To: Eternal Asia Supply Chain Management Ltd(002183)
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 other laws, administrative regulations and rules issued by the China Securities Regulatory Commission In accordance with the provisions of normative documents and the Eternal Asia Supply Chain Management Ltd(002183) articles of Association (hereinafter referred to as the “articles of association”), Beijing Jindu (Guangzhou) law firm (hereinafter referred to as “Jindu” or “the firm”) is entrusted by Eternal Asia Supply Chain Management Ltd(002183) (hereinafter referred to as “the company”) to appoint the lawyers of the firm, Lin Qingsong Li Wei (hereinafter Lin Qingsong and Li Wei collectively referred to as “handling lawyer” or “Jindu lawyer”) attended the second extraordinary general meeting of shareholders of the company in 2022 (hereinafter referred to as “this general meeting of shareholders”), witnessed the relevant matters of this general meeting of shareholders and issued this legal opinion according to law. Affected by the covid-19 pneumonia epidemic, in order to cooperate with the prevention and control of covid-19 pneumonia epidemic in Shenzhen, the handling lawyers participated and witnessed by video.
In order to issue this legal opinion, lawyer Jindu reviewed the following documents provided by the company, including but not limited to: 1. Articles of Association;
2. The company published the announcement on the resolution of the 60th meeting of the 6th board of directors of Shenzhen Eternal Asia Supply Chain Management Ltd(002183) supply chain Co., Ltd. on China Securities News, securities times, Shanghai Securities News, cninfo.com and the website of Shenzhen Stock Exchange on February 25, 2022;
3. The notice of Shenzhen Eternal Asia Supply Chain Management Ltd(002183) supply chain Co., Ltd. on convening the second extraordinary general meeting of shareholders in 2022, published in China Securities Journal, securities times, Shanghai Securities News, cninfo.com and the website of Shenzhen Stock Exchange on February 25, 2022;
4. The register of shareholders on the equity registration date of the company’s general meeting of shareholders, the registration records and voucher materials of shareholders attending the on-site meeting, and the statistical results of online voting provided to the company by Shenzhen Securities Information Co., Ltd;
5. The proposal of the general meeting of shareholders of the company and the announcement and other documents related to the contents of relevant proposals;
6. Other meeting documents.
The company has assured Jindu that it has disclosed all the facts sufficient to affect the issuance of this legal opinion to the exchange, and provided the original written materials, copies, copies, letters of commitment or certificates required by Jindu to issue this legal opinion, without concealment, false statements and major omissions; The documents and materials provided by the company to Kindu are true, accurate, complete and effective, and if the documents and materials are copies or copies, they are consistent and consistent with the original. In this legal opinion, Kindu only expresses opinions on the procedures for convening and convening the general meeting of shareholders, the qualifications of the personnel attending the general meeting of shareholders, the qualifications of the convener and the voting procedures, and whether the voting results comply with the provisions of relevant laws, administrative regulations, the rules of the general meeting of shareholders and the articles of association, It does not express any opinion on the contents of the proposals considered at this shareholders’ meeting and the authenticity and accuracy of the facts or data expressed in such proposals. Kindu only expresses its opinions in accordance with the current effective Chinese laws and regulations, and does not express its opinions in accordance with any laws outside China.
In accordance with the relevant provisions of the above laws, administrative regulations, rules and normative documents and the articles of association, as well as the facts that have occurred or exist before the date of issuance of this legal opinion, Kindu has strictly performed its statutory duties, followed the principles of diligence and good faith, and fully verified the relevant matters of the company’s general meeting of shareholders, Ensure that the facts identified in this legal opinion are true, accurate and complete, that the concluding opinions issued at this shareholders’ meeting are legal and accurate, and that there are no false records, misleading statements or major omissions, and bear corresponding legal liabilities.
Kindu agrees to take this legal opinion as the announcement material of the general meeting of shareholders and submit it to relevant institutions together with other meeting documents for announcement. In addition, this legal opinion shall not be used for any other purpose for any other person without Kindu’s consent.
In accordance with the requirements of relevant laws and regulations and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, lawyer Jindu attended the shareholders’ meeting, verified the relevant facts of the convening and convening of the shareholders’ meeting and the documents provided by the company, and now issued the following legal opinions: I. the convening and convening procedures of the shareholders’ meeting
1. According to the proposal on convening the second extraordinary general meeting of the company in 2022 and the relevant provisions of the articles of association, which was deliberated and adopted at the 60th meeting of the sixth board of directors held on February 23, 2022, the board of directors of the company made an announcement in the form of China Securities Journal, securities times, Shanghai Securities News The notice that the shareholders’ meeting will be held on March 14, 2022 was published on cninfo.com and the website of Shenzhen Stock Exchange.
Kindu believes that the convening and notification of this general meeting of shareholders comply with relevant laws, administrative regulations, rules of general meeting of shareholders and the articles of Association; The convener of this general meeting of shareholders is the board of directors of the company, and the convener’s qualification is legal and valid.
2. The general meeting of shareholders adopts the combination of on-site voting and online voting.
The on-site meeting was held at 2:30 pm on March 14, 2022 in conference room 0112, floor 1, building 1, Eternal Asia Supply Chain Management Ltd(002183) supply chain integrated logistics center, No. 3, LiLang Road, Nanwan street, Longgang District, Shenzhen. Affected by the covid-19 pneumonia epidemic, in order to cooperate with the prevention and control of covid-19 pneumonia epidemic in Shenzhen, the company also provided a video participation system for the on-site meeting.
The specific time for online voting through the trading system of Shenzhen stock exchange is March 14, 2022
From 9:15 a.m. to 9:25 a.m., from 9:30 to 11:30 p.m. and from 13:00 to 15:00 p.m; The specific time of voting through the Internet voting system is: 9:15 a.m. to 15:00 p.m. on March 14, 2022.
Du Jin believes that the method and place of the meeting are consistent with the time and place of the meeting specified in the laws and regulations, and the notice of the meeting is in line with the actual time and place of the meeting.
2、 Qualification of personnel attending the general meeting of shareholders
1. Personnel attending / attending on-site meetings
Lawyer Jindu checked the register of shareholders on the equity registration date of the general meeting of shareholders and confirmed that there were 0 shareholders and shareholder representatives (or agents) attending the on-site meeting of the general meeting of shareholders. The number of shares representing the company with voting rights was 0, accounting for 0% of the total shares of the company.
Three directors, supervisors and other senior managers of the company attended or attended the meeting as nonvoting delegates.
The witness lawyer hired by the company and other personnel invited by the company attended the meeting.
2. People participating in online voting
According to the statistical results of online voting provided by Shenzhen Securities Information Co., Ltd. to the company after the online voting of the general meeting of shareholders, 14 shareholders participated in the online voting of the general meeting of shareholders, representing 438147515 shares with voting rights of the company, accounting for 168712% of the total shares of the company. 3. There are 14 shareholders and shareholders’ representatives (or proxies) attending the on-site meeting and online voting, and 438147515 shares of the company representing the voting rights, accounting for 168712% of the total shares of the company. Among them, except for the shareholders who individually or jointly hold more than 5% of the shares of the listed company and the directors, supervisors and senior managers of the company (hereinafter referred to as “small and medium-sized investors”), there are
There are 12 people, representing 7983797 voting shares of the company, accounting for 0.3074% of the total shares of the company.
The identity of the above-mentioned shareholders participating in the online voting of the general meeting of shareholders has been verified by Shenzhen Securities Information Co., Ltd., and lawyer Jindu is unable to verify the qualification of such shareholders. The qualifications of such shareholders participating in the online voting of the general meeting of shareholders comply with relevant laws, administrative regulations On the premise of the normative documents and the articles of association, Kindu believes that the qualification of the meeting personnel attending the general meeting of shareholders meets the provisions of relevant laws, administrative regulations, the rules of the general meeting of shareholders and the articles of association.
3、 Voting procedures and results of this general meeting of shareholders
The proposal deliberated at this general meeting of shareholders is consistent with the notice of Eternal Asia Supply Chain Management Ltd(002183) on convening the second extraordinary general meeting of shareholders in 2022, and there is no amendment to the original proposal or addition of new proposals.
The general meeting of shareholders will vote by combining on-site voting and online voting. The supervisor’s representative and lawyer Jin Du combined the voting results of on-site voting and online voting, and made separate statistics on the voting of small and medium-sized investors on the following proposals 1, 2, 6, 7, 8, 9, 10, 14, 15 and 16. The host of the meeting announced the voting of the proposal in combination with the statistical results of on-site voting and online voting, and announced the adoption of the proposal according to the voting results. The voting results of this shareholders’ meeting are as follows:
1. Proposal on Eternal Asia Supply Chain Management Ltd(002183) 2022 stock option incentive plan (Draft) and its summary
The shareholders’ meeting approved the proposal with 393211898 shares in favor, 0 shares abstained and 3225600 shares opposed, accounting for 991864% of the voting rights held by shareholders and shareholders’ representatives (or agents) attending the shareholders’ meeting.
Among them, the voting situation of small and medium-sized investors is: 4758197 shares are in favor, 0 shares abstain and 3225600 shares oppose, accounting for 595982% of the voting rights held by small and medium-sized investors (or agents) attending the shareholders’ meeting. 2. Proposal on the management measures for the implementation and assessment of stock option incentive plan in Eternal Asia Supply Chain Management Ltd(002183) 2022
The shareholders’ meeting approved the proposal with 393310798 shares in favor, 0 shares abstained and 3126700 shares opposed, accounting for 992113% of the voting rights held by shareholders and shareholders’ representatives (or agents) attending the shareholders’ meeting.
Among them, the voting situation of small and medium-sized investors is: 4857097 shares are in favor, 0 shares abstain and 3126700 shares oppose, accounting for 608369% of the voting rights held by small and medium-sized investors (or agents) attending the shareholders’ meeting. 3. Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company’s 2022 stock option incentive plan
The shareholders’ meeting approved the proposal with 393310798 shares in favor, 0 shares abstained and 3126700 shares opposed, accounting for 992113% of the voting rights held by shareholders and shareholders’ representatives (or agents) attending the shareholders’ meeting. 4. Proposal on the company applying for comprehensive credit line from China Citic Bank Corporation Limited(601998) Shenzhen Branch and the wholly-owned subsidiary Shenzhen Qianhai Eternal Asia Supply Chain Management Ltd(002183) supply chain Co., Ltd. providing guarantee for the company
437491315 shares were in favor of the shareholders’ meeting, 0 shares abstained and 656200 shares opposed, accounting for 998502% of the voting rights held by shareholders and shareholders’ representatives (or agents) attending the shareholders’ meeting The proposal that Shenzhen Eternal Asia Supply Chain Management Ltd(002183) Logistics Co., Ltd., a wholly-owned subsidiary of the company, applies for a comprehensive credit line to Shenzhen Branch of Shanghai Pudong Development Bank Co., Ltd. and the company provides guarantee for it was approved by 437491315 shares, abstained by 0 shares and opposed by 656200 shares, Accounting for 998502% of the voting rights held by shareholders and shareholder representatives (or agents) attending the general meeting of shareholders, the proposal was considered and adopted. 6. Proposal on the company’s seven subsidiaries applying for comprehensive credit line from the affiliated company Shenzhen hi tech Investment Group Co., Ltd., and the company providing guarantee for the seven subsidiaries respectively
The shareholders’ meeting approved the proposal with 49037614 shares in favor, 0 shares abstained and 656200 shares opposed, accounting for 986795% of the voting rights held by shareholders and shareholder representatives (or agents) attending the shareholders’ meeting.
Among them, the voting situation of small and medium-sized investors is: 7327597 shares are in favor, 0 shares abstain and 656200 shares oppose, accounting for 917809% of the voting rights held by small and medium-sized investors (or agents) attending the shareholders’ meeting. 7. Proposal on the application of Luzhou Branch to provide guarantee for the supply chain Co., Ltd
437491315 shares were in favor, 0 shares abstained and 656200 shares opposed at the shareholders’ meeting, accounting for 998502% of the voting rights held by shareholders and shareholders’ representatives (or agents) attending the shareholders’ meeting. The proposal was considered and adopted.
Among them, the voting situation of small and medium-sized investors is: 7327597 shares are in favor, 0 shares abstain and 656200 shares oppose
Yes, accounting for 917809% of the voting rights held by small and medium-sized investors (or agents) attending the general meeting of shareholders. 8. About Sichuan high tech investment Eternal Asia Supply Chain Management Ltd(002183) Supply Chain Management Co., Ltd. as a joint-stock company
