Beijing Tianyuan law firm
About Yunda Holding Co.Ltd(002120)
Legal opinions of the 2021 annual general meeting
Jtgz (2022) No. 285 to: Yunda Holding Co.Ltd(002120)
Yunda Holding Co.Ltd(002120) (hereinafter referred to as the “company”) the 2021 annual general meeting of shareholders (hereinafter referred to as the “general meeting of shareholders”) adopts the combination of on-site voting and online voting. The on-site meeting was held at No. 9, Jinyuan Avenue, Hangzhou Bay New Area, Ningbo, Cixi City, Zhejiang Province at 14:00 p.m. on Thursday, May 19, 2022. In order to fight against the pneumonia epidemic infected by novel coronavirus nationwide, Beijing Tianyuan law firm (hereinafter referred to as “the firm”) accepted the appointment of the company and assigned its lawyers to participate in the shareholders’ meeting by video, and in accordance with the company law of the people’s Republic of China and the Securities Law of the people’s Republic of China (hereinafter referred to as “the securities law”) This legal opinion is issued in accordance with 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 Yunda Holding Co.Ltd(002120) articles of Association (hereinafter referred to as the “articles of association”) and other relevant provisions on the convening and convening procedures of the general meeting of shareholders, the qualifications of the personnel attending the on-site meeting, the qualifications of the convener, the voting procedures and voting results of the meeting.
In order to issue this legal opinion, our lawyers have reviewed the announcement on the resolution of the 20th meeting of the Yunda Holding Co.Ltd(002120) 7th board of directors, the announcement on the resolution of the 20th meeting of the Yunda Holding Co.Ltd(002120) 7th board of supervisors, the notice on convening the 2021 annual general meeting of the company (hereinafter referred to as the “notice on convening the general meeting of shareholders”) and other documents and materials deemed necessary by our lawyers, At the same time, it reviewed the identity and qualification of shareholders attending the on-site meeting, witnessed the convening of the general meeting of shareholders, and participated in the on-site vote monitoring and counting of the voting votes of the general meeting of shareholders.
In accordance with the provisions of the securities law, the measures for the administration of securities legal business conducted by law firms and the rules for the practice of securities legal business of law firms (for Trial Implementation), as well as the facts that have occurred or exist before the date of issuance of this legal opinion, the Office and its handling lawyers have strictly performed their statutory duties, followed the principles of diligence and good faith, and conducted sufficient verification and verification to ensure that the facts identified in this legal opinion are true It is accurate and complete, and the concluding opinions issued are legal and accurate, without false records, misleading statements or major omissions, and shall bear corresponding legal liabilities.
The exchange and the handling lawyer agree to take this legal opinion as the legal document for the announcement of the general meeting of shareholders, submit it to Shenzhen Stock Exchange (hereinafter referred to as “Shenzhen Stock Exchange”) together with other announcement documents for review and announcement, and bear the responsibility for the legal opinion issued in accordance with the law.
Our lawyers have verified and verified the documents and relevant facts provided by the company in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, and now issue the following legal opinions:
1、 Convening and convening procedures of this general meeting of shareholders
The seventh board of directors of the company held the 20th meeting on April 25, 2022, made a resolution to convene the 2021 annual general meeting of shareholders, and issued the notice of convening the general meeting of shareholders through the designated information disclosure media on April 27, 2022. The notice on convening the general meeting of shareholders specifies the time, place, deliberation items, voting methods and participants of the general meeting of shareholders.
The general meeting of shareholders is held by combining on-site voting and online voting. The on-site meeting of the general meeting of shareholders was held at 14:00 p.m. on Thursday, May 19, 2022 at No. 9, Jinyuan Avenue, Hangzhou Bay New Area, Ningbo, Cixi City, Zhejiang Province. Mr. Nie Tengyun, chairman of the board, presided over and completed all the agenda of the meeting. The online voting of the general meeting of shareholders is conducted through the trading system of Shenzhen Stock Exchange and the Internet voting system of Shenzhen Stock Exchange. The specific time of online voting through the trading system of Shenzhen stock exchange is: 9:15-9:25 a.m., 9:30-11:30 a.m. and 13:00-15:00 p.m. on May 19, 2022; The specific time of voting through the Internet voting system of Shenzhen stock exchange is any time from 9:15 a.m. to 15:00 p.m. on May 19, 2022.
Our lawyers believe that the convening and convening procedures of this general meeting of shareholders comply with the provisions of laws, administrative regulations, rules of general meeting of shareholders and the articles of association.
2、 Qualification of personnel and convener attending the general meeting of shareholders
(I) qualification of personnel attending the general meeting of shareholders
A total of 105 shareholders and their proxies (including online voting) attended the general meeting of shareholders of the company, representing 1845212008 shares with voting rights, accounting for 635674% of the total voting shares of the company, including:
1. According to the shareholder’s shareholding certificate, identity certificate of legal representative, power of attorney and personal identity certificate provided by the shareholders attending the on-site meeting of the company, a total of 16 shareholders and shareholder representatives (including shareholder agents) attended the on-site meeting of the general meeting of shareholders, holding 8305664 voting shares of the company, accounting for 0.2861% of the total shares of the company.
2. According to the online voting results, a total of 89 shareholders participated in the online voting of the general meeting of shareholders, holding 1836906344 voting shares of the company, accounting for 632812% of the total shares of the company.
104 directors, supervisors, senior managers, shareholders (or shareholders’ agents) other than shareholders (or shareholders’ agents) (hereinafter referred to as “small and medium-sized investors”) individually or jointly holding more than 5% of the company’s shares, representing 371659220 voting shares of the company, accounting for 128036% of the total shares of the company.
In addition to the above shareholders and shareholder representatives of the company, the directors, supervisors, Secretary of the board of directors and lawyers of the company attended the meeting by video, and the senior management of the company attended the meeting as nonvoting delegates.
(II) convener of the general meeting of shareholders
The convener of this general meeting of shareholders is the board of directors of the company.
The qualification of online voting shareholders shall be verified by the system of the stock exchange when they conduct online voting. On the premise that the qualifications of shareholders’ representatives participating in online voting comply with relevant laws and regulations and the articles of association, after verification, our lawyers believe that the qualifications of participants and conveners of this general meeting of shareholders are legal and effective.
3、 Voting procedures and results of this general meeting of shareholders
Upon inspection, the matters voted at this general meeting of shareholders have been listed in the notice on convening the general meeting of shareholders.
The shareholders’ meeting adopted the combination of on-site voting and online voting to consider and vote on the proposals on the agenda, and did not shelve or refuse to vote for any reason.
For the on-site voting of the matters considered at the general meeting of shareholders, the shareholder representatives, supervisors and lawyers of the exchange shall jointly count and monitor the votes. The online voting of this general meeting of shareholders shall be subject to the voting statistics provided by Shenzhen Securities Information Co., Ltd.
After combining the online voting and on-site voting results, the voting results of the proposal considered at the shareholders’ meeting are as follows:
(I) full text and summary of the company’s 2021 Annual Report
Voting: 1844559136 shares were approved, accounting for 999646% of the total voting shares held by all shareholders attending the meeting; Against 25300 shares, accounting for 0.0014% of the total voting shares held by all shareholders attending the meeting; 627572 shares abstained, accounting for 0.0340% of the total voting shares held by all shareholders attending the meeting. Voting result: adopted.
Among them, the voting situation of small and medium-sized investors was: 371006348 shares were agreed, accounting for 998243% of the total voting shares held by small and medium-sized investors attending the meeting; Against 25300 shares, accounting for 0.0068% of the total voting shares held by small and medium-sized investors attending the meeting; 627572 shares were abstained, accounting for 0.1689% of the total voting shares held by small and medium-sized investors attending the meeting.
(II) work report of the board of directors in 2021
Voting: 1844559136 shares were approved, accounting for 999646% of the total voting shares held by all shareholders attending the meeting; Against 25300 shares, accounting for 0.0014% of the total voting shares held by all shareholders attending the meeting; 627572 shares abstained, accounting for 0.0340% of the total voting shares held by all shareholders attending the meeting. Voting result: adopted.
Among them, the voting situation of small and medium-sized investors was: 371006348 shares were agreed, accounting for 998243% of the total voting shares held by small and medium-sized investors attending the meeting; Against 25300 shares, accounting for 0.0068% of the total voting shares held by small and medium-sized investors attending the meeting; 627572 shares were abstained, accounting for 0.1689% of the total voting shares held by small and medium-sized investors attending the meeting.
(III) work report of the board of supervisors in 2021
Voting: 1844559136 shares were approved, accounting for 999646% of the total voting shares held by all shareholders attending the meeting; Against 25300 shares, accounting for 0.0014% of the total voting shares held by all shareholders attending the meeting; 627572 shares abstained, accounting for 0.0340% of the total voting shares held by all shareholders attending the meeting. Voting result: adopted.
Among them, the voting situation of small and medium-sized investors was: 371006348 shares were agreed, accounting for 998243% of the total voting shares held by small and medium-sized investors attending the meeting; Against 25300 shares, accounting for 0.0068% of the total voting shares held by small and medium-sized investors attending the meeting; 627572 shares were abstained, accounting for 0.1689% of the total voting shares held by small and medium-sized investors attending the meeting.
(IV) the company’s 2021 annual financial statement report
Voting: 1844559136 shares were approved, accounting for 999646% of the total voting shares held by all shareholders attending the meeting; Against 25300 shares, accounting for 0.0014% of the total voting shares held by all shareholders attending the meeting; 627572 shares abstained, accounting for 0.0340% of the total voting shares held by all shareholders attending the meeting. Voting result: adopted.
Among them, the voting situation of small and medium-sized investors was: 371006348 shares were agreed, accounting for 998243% of the total voting shares held by small and medium-sized investors attending the meeting; Against 25300 shares, accounting for 0.0068% of the total voting shares held by small and medium-sized investors attending the meeting; 627572 shares were abstained, accounting for 0.1689% of the total voting shares held by small and medium-sized investors attending the meeting.
(V) 2021 profit distribution plan of the company
Voting: 1845186708 shares were approved, accounting for 999986% of the total voting shares held by all shareholders attending the meeting; Against 25300 shares, accounting for 0.0014% of the total voting shares held by all shareholders attending the meeting; Abstain from 0 shares, accounting for 0.0000% of the total voting shares held by all shareholders attending the meeting.
Voting result: adopted.
Among them, the voting situation of small and medium-sized investors was: 371633920 shares were agreed, accounting for 999932% of the total voting shares held by small and medium-sized investors attending the meeting; Against 25300 shares, accounting for 0.0068% of the total voting shares held by small and medium-sized investors attending the meeting; Abstained 0 shares, accounting for 0.0000% of the total voting shares held by small and medium-sized investors attending the meeting.
(VI) proposal on using self owned funds for entrusted financial management
Voting: 1824502094 shares were approved, accounting for 988776% of the total voting shares held by all shareholders attending the meeting; 20709914 opposed shares, accounting for 1.1224% of the total voting shares held by all shareholders attending the meeting; Abstain from 0 shares, accounting for 0.0000% of the total voting shares held by all shareholders attending the meeting. Voting result: adopted.
Among them, the voting situation of small and medium-sized investors was: 350949306 shares were agreed, accounting for 944277% of the total voting shares held by small and medium-sized investors attending the meeting; 20709914 shares opposed, accounting for 5.5723% of the total voting shares held by small and medium-sized investors attending the meeting; Abstained 0 shares, accounting for 0.0000% of the total voting shares held by small and medium-sized investors attending the meeting.
(VII) proposal on the prediction of the company’s guarantee amount for wholly-owned subsidiaries in 2022
Voting: 1845186708 shares were approved, accounting for 999986% of the total voting shares held by all shareholders attending the meeting; Against 25300 shares, accounting for 0.0014% of the total voting shares held by all shareholders attending the meeting; Abstain from 0 shares, accounting for 0.0000% of the total voting shares held by all shareholders attending the meeting.
Voting result: adopted.
Among them, the voting situation of small and medium-sized investors was: 371633920 shares were agreed, accounting for 999932% of the total voting shares held by small and medium-sized investors attending the meeting; Against 25300 shares, accounting for 0.0068% of the total voting shares held by small and medium-sized investors attending the meeting; Abstained 0 shares, accounting for 0.0000% of the total voting shares held by small and medium-sized investors attending the meeting.
(VIII) proposal on Amending the related party transaction management system
Voting: 1819826212 shares were approved, accounting for 986242% of the total voting shares held by all shareholders attending the meeting; Against 24784396 shares, accounting for 1.3432% of the total voting shares held by all shareholders attending the meeting; Abstained 601400 shares, accounting for 0.0326% of the total voting shares held by all shareholders attending the meeting
