Beijing Zhonglun law firm
About Shenzhen Easttop Supply Chain Management Co.Ltd(002889)
Of the 2021 annual general meeting
Legal opinion
May, 2002
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Beijing Zhonglun law firm
About Shenzhen Easttop Supply Chain Management Co.Ltd(002889)
Of the 2021 annual general meeting
Legal opinion
To: Shenzhen Easttop Supply Chain Management Co.Ltd(002889)
Beijing Zhonglun law firm (hereinafter referred to as “the firm”) is entrusted by Shenzhen Easttop Supply Chain Management Co.Ltd(002889) (hereinafter referred to as “the company”) to appoint lawyers to attend the 2021 annual general meeting of shareholders of the company (hereinafter referred to as “the general meeting of shareholders”). In accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company 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 relevant laws, administrative regulations, normative documents and the Shenzhen Easttop Supply Chain Management Co.Ltd(002889) articles of Association (hereinafter referred to as the “articles of association”), Witness the general meeting of shareholders and issue a legal opinion (due to the covid-19 pneumonia epidemic, the lawyer appointed by the exchange will witness the general meeting of shareholders through remote communication).
In order to issue this legal opinion, our lawyers reviewed the relevant documents and materials of the company’s general meeting of shareholders. We and our lawyers assume that the original materials, copies, copies and other materials (including but not limited to the resident ID card, stock account card, power of attorney, etc.) and oral testimony provided by the company meet the requirements of authenticity, accuracy and completeness, the signatures and / or seals on the materials are true, and the relevant copies, copies and other materials are consistent with the original materials.
Whether the qualifications of the personnel and conveners of the general meeting of shareholders, the voting procedures and voting results of the meeting comply with the provisions of the company law, the rules of the general meeting of shareholders and other laws, administrative regulations, normative documents and the articles of association, and do not express opinions on the contents of the proposals considered at the meeting and the authenticity and accuracy of the facts or data expressed in such proposals.
This legal opinion is only for the purpose of legality of relevant matters of the company’s general meeting of shareholders, and shall not be used for any other purpose.
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 relevant facts provided by the company, and now issue the following legal opinions:
1、 Convening and convening procedures of this general meeting of shareholders
According to the resolution of the fourth meeting of the 5th board of directors of the company and the announcement of Shenzhen Shenzhen Easttop Supply Chain Management Co.Ltd(002889) supply chain Co., Ltd. on convening the 2021 annual general meeting of shareholders (hereinafter referred to as the “meeting announcement”) issued by the company in the designated media, this general meeting of shareholders was decided to be held by the fourth meeting of the 5th board of directors of the company, and the relevant notification and announcement procedures were performed.
According to the announcement of the meeting, the shareholders’ meeting was held by combining on-site voting and online voting. The on-site meeting was held at 14:30 p.m. on May 20, 2022 in the conference room on the 6th floor of Shenzhen Easttop Supply Chain Management Co.Ltd(002889) building, No. 10, Shihua Road, Futian Free Trade Zone, Shenzhen.
The online voting time of this general meeting of shareholders is May 20, 2022. Among them, the specific time of online voting through the voting platform of the trading system of Shenzhen stock exchange is 9:15 to 9:25 a.m., 9:30 to 11:30 p.m. and 13:00 to 15:00 p.m. on May 20, 2022; The specific time of voting through the Internet voting system of Shenzhen stock exchange is any time from 9:15 to 15:00 on May 20, 2022.
Based on the above, the exchange believes that the convening and convening procedures of the general meeting of shareholders comply with the provisions of the company law, the rules of the general meeting of shareholders and other laws, administrative regulations, normative documents and the articles of association.
2、 Qualification of participants and conveners of the general meeting of shareholders
Upon inspection, there are 15 shareholders and authorized agents attending the general meeting of shareholders, holding 101669200 shares with voting rights, accounting for 741316% of the total 137146929 shares of the company (as of the equity registration date, the total share capital of the company is 138101429 shares, of which 954500 treasury shares have been repurchased by the company, and the shares do not enjoy voting rights). Among them, there are 10 shareholders and their authorized agents attending the on-site meeting, and the number of voting shares held by them is 101480400, accounting for 739939% of the total voting shares of the company. There are 5 shareholders voting through the Internet, holding 188800 voting shares, accounting for 0.1377% of the total voting shares of the company.
Attendance of small and medium-sized investors: a total of 1 shareholder and agent authorized by the shareholder attended the on-site meeting, holding 17500 shares with voting rights, accounting for 0.0128% of the total voting shares of the company. There are 5 shareholders participating in online voting, holding 188800 voting shares, accounting for 0.1377% of the total voting shares of the company.
Since the qualification of online voting shareholders is verified by the trading system of Shenzhen Stock Exchange when they vote online, our lawyers are unable to verify the qualification of online voting shareholders. On the premise that the qualifications of shareholders participating in online voting comply with the provisions of laws, administrative regulations, normative provisions and the articles of association, the exchange believes that the qualifications of shareholders attending the general meeting of shareholders comply with the provisions of laws, administrative regulations and the articles of association. The shareholders’ meeting was convened by the board of directors of the company. The directors, supervisors and senior managers of the company attended or attended the shareholders’ meeting as nonvoting delegates. Due to the government control measures against novel coronavirus, our lawyers attended and witnessed the meeting through remote communication.
Based on the above, the exchange believes that the qualifications of the personnel attending the general meeting of shareholders and the convener of the general meeting of shareholders comply with the provisions of the company law, the rules of the general meeting of shareholders and other laws, administrative regulations, normative documents and the articles of association.
3、 Voting procedures and results of this general meeting of shareholders
The shareholders’ meeting adopted a combination of on-site voting and online voting to vote on the proposals listed in the meeting announcement. After counting the voting results, the shareholders’ meeting considered and adopted the following proposals:
(I) proposal on the full text and summary of the 2021 Annual Report
Voting: 101669200 shares were approved, accounting for 100% of the voting shares held by all shareholders attending the meeting; 0 dissenting shares, accounting for 0% of the voting shares held by all shareholders attending the meeting; Abstain from 0 shares, accounting for 0% of the voting shares held by all shareholders attending the meeting.
Among them, the voting results of small and medium-sized investors attending the general meeting of shareholders were: 206300 shares were agreed, accounting for 100% of the voting shares held by small and medium-sized shareholders attending the meeting; 0 dissenting shares, accounting for 0% of the voting shares held by minority shareholders attending the meeting; Abstained 0 shares, accounting for 0% of the voting shares held by minority shareholders attending the meeting. (II) proposal on the work report of the board of directors in 2021
Voting: 101669200 shares were approved, accounting for 100% of the voting shares held by all shareholders attending the meeting; 0 dissenting shares, accounting for 0% of the voting shares held by all shareholders attending the meeting; Abstain from 0 shares, accounting for 0% of the voting shares held by all shareholders attending the meeting.
Among them, the voting results of small and medium-sized investors attending the general meeting of shareholders were: 206300 shares were agreed, accounting for 100% of the voting shares held by small and medium-sized shareholders attending the meeting; 0 dissenting shares, accounting for 0% of the voting shares held by minority shareholders attending the meeting; Abstained 0 shares, accounting for 0% of the voting shares held by minority shareholders attending the meeting. (III) proposal on work report of independent directors in 2021
Voting: 101669200 shares were approved, accounting for 100% of the voting shares held by all shareholders attending the meeting; 0 dissenting shares, accounting for 0% of the voting shares held by all shareholders attending the meeting; Abstain from 0 shares, accounting for 0% of the voting shares held by all shareholders attending the meeting.
Among them, the voting results of small and medium-sized investors attending the general meeting of shareholders were: 206300 shares were agreed, accounting for 100% of the voting shares held by small and medium-sized shareholders attending the meeting; 0 dissenting shares, accounting for 0% of the voting shares held by minority shareholders attending the meeting; Abstained 0 shares, accounting for 0% of the voting shares held by minority shareholders attending the meeting. (IV) proposal on the work report of the board of supervisors in 2021
Voting: 101669200 shares were approved, accounting for 100% of the voting shares held by all shareholders attending the meeting; 0 dissenting shares, accounting for 0% of the voting shares held by all shareholders attending the meeting; Abstain from 0 shares, accounting for 0% of the voting shares held by all shareholders attending the meeting.
Among them, the voting results of small and medium-sized investors attending the general meeting of shareholders were: 206300 shares were agreed, accounting for 100% of the voting shares held by small and medium-sized shareholders attending the meeting; 0 dissenting shares, accounting for 0% of the voting shares held by minority shareholders attending the meeting; Abstained 0 shares, accounting for 0% of the voting shares held by minority shareholders attending the meeting.
(V) proposal on 2021 annual financial statement report
Voting: 101669200 shares were approved, accounting for 100% of the voting shares held by all shareholders attending the meeting; 0 dissenting shares, accounting for 0% of the voting shares held by all shareholders attending the meeting; Abstain from 0 shares, accounting for 0% of the voting shares held by all shareholders attending the meeting.
Among them, the voting results of small and medium-sized investors attending the general meeting of shareholders were: 206300 shares were agreed, accounting for 100% of the voting shares held by small and medium-sized shareholders attending the meeting; 0 dissenting shares, accounting for 0% of the voting shares held by minority shareholders attending the meeting; Abstained 0 shares, accounting for 0% of the voting shares held by minority shareholders attending the meeting.
(VI) proposal on profit distribution plan for 2021
Voting: 101489300 shares were approved, accounting for 998231% of the voting shares held by all shareholders attending the meeting; 179900 shares opposed, accounting for 0.1769% of the voting shares held by all shareholders attending the meeting; Abstain from 0 shares, accounting for 0% of the voting shares held by all shareholders attending the meeting.
Among them, the voting results of small and medium-sized investors attending the shareholders’ meeting were: 26400 shares were agreed, accounting for 127969% of the voting shares held by small and medium-sized shareholders attending the meeting; 179900 shares opposed, accounting for 872031% of the voting shares held by minority shareholders attending the meeting; Abstained 0 shares, accounting for 0% of the voting shares held by minority shareholders attending the meeting.
(VII) proposal on the special report on the deposit and use of raised funds in 2021
Voting: 101668000 shares were approved, accounting for 999988% of the voting shares held by all shareholders attending the meeting; 1200 opposed shares, accounting for 0.0012% of the voting shares held by all shareholders attending the meeting; Abstain from 0 shares, accounting for 0% of the voting shares held by all shareholders attending the meeting.
Among them, the voting results of small and medium-sized investors attending the general meeting of shareholders were: 205100 shares were agreed, accounting for 994183% of the voting shares held by small and medium-sized shareholders attending the meeting; Against 1200 shares, accounting for 0.5817% of the voting shares held by minority shareholders attending the meeting; Abstained 0 shares, accounting for 0% of the voting shares held by minority shareholders attending the meeting.
(VIII) proposal on the company’s application for comprehensive credit line from the bank in 2022
Voting: 101668000 shares were approved, accounting for 999988% of the voting shares held by all shareholders attending the meeting; 1200 opposed shares, accounting for 0.0012% of the voting shares held by all shareholders attending the meeting; Abstain from 0 shares, accounting for 0% of the voting shares held by all shareholders attending the meeting.
Among them, the voting results of small and medium-sized investors attending the general meeting of shareholders were: 205100 shares were agreed, accounting for 994183% of the voting shares held by small and medium-sized shareholders attending the meeting; Against 1200 shares, accounting for 0.5817% of the voting shares held by minority shareholders attending the meeting; Abstained 0 shares, accounting for 0% of the voting shares held by minority shareholders attending the meeting.
(IX) proposal on the company’s proposed financial derivatives trading business in 2022
Voting: 101669200 shares were approved, accounting for 100% of the voting shares held by all shareholders attending the meeting; 0 dissenting shares, accounting for 0% of the voting shares held by all shareholders attending the meeting; Abstain from 0 shares, accounting for 0% of the voting shares held by all shareholders attending the meeting.
Among them, the voting results of small and medium-sized investors attending the general meeting of shareholders were: 206300 shares were agreed, accounting for 100% of the voting shares held by small and medium-sized shareholders attending the meeting; 0 dissenting shares, accounting for 0% of the voting shares held by minority shareholders attending the meeting; waiver
