Beijing Jindu law firm
About Sichuan Shengda Forestry Industry Co.Ltd(002259) 2021 annual general meeting of shareholders
Legal opinion
To: 250029
Beijing Jindu law firm (hereinafter referred to as the firm) is entrusted by Sichuan Shengda Forestry Industry Co.Ltd(002259) (hereinafter referred to as the company), and in accordance with the securities law of the people’s Republic of China (hereinafter referred to as the Securities Law) and 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 (revised in 2022) (hereinafter referred to as the rules for the general meeting of shareholders) and other laws and administrative regulations in force in the people’s Republic of China (hereinafter referred to as China, excluding Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan region for the purpose of this legal opinion) According to the regulations and normative documents and the relevant provisions of the current effective articles of association, lawyers were appointed to attend the 2021 annual general meeting of shareholders (hereinafter referred to as the general meeting of shareholders) held by the company on May 20, 2022, and issued this legal opinion on the relevant matters of the general meeting of shareholders.
In order to issue this legal opinion, our lawyers have reviewed the following documents provided by the company, including but not limited to: 1 Sichuan Shengda Forestry Industry Co.Ltd(002259) articles of Association (hereinafter referred to as the articles of association); 2. The announcement on the resolution of the 13th meeting of the 6th board of directors of Sichuan Shengda Forestry Industry Co.Ltd(002259) the company published on China Securities Journal, cninfo.com and the website of Shenzhen Stock Exchange on April 29, 2022;
3. The notice of Sichuan Shengda Forestry Industry Co.Ltd(002259) on convening the 2021 annual general meeting of shareholders (hereinafter referred to as the notice of the general meeting of shareholders) published on China Securities Journal, cninfo.com and the website of Shenzhen Stock Exchange on April 29, 2022;
4. The register of shareholders on the date of equity registration of the company’s general meeting of shareholders;
5. Registration records and certificate materials of shareholders attending the on-site meeting;
6. Statistical results of online voting of the general meeting of shareholders provided by Shenzhen Securities Information Co., Ltd; 7. The proposal of the general meeting of shareholders of the company and the announcement and other documents related to the contents of relevant proposals;
8. Other parliamentary documentation.
The company has assured the exchange that it has disclosed to the exchange all facts sufficient to affect the issuance of this legal opinion, and provided the original written materials, copies, copies, letters of commitment or certificates required by the exchange for the issuance of this legal opinion, without concealment, false statements and major omissions; If the documents and materials provided by the company to the exchange are true, accurate, complete and effective, and the documents and materials are copies or copies, they shall be consistent and consistent with the original.
In this legal opinion, the exchange only expresses opinions on whether 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 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. The exchange only expresses opinions in accordance with the current effective laws and regulations in China, and does not express 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, the exchange has strictly performed its statutory duties, followed the principles of diligence and good faith, fully verified and verified the relevant matters of the company’s shareholders’ meeting, and ensured that the facts identified in this legal opinion are true, accurate and complete, The concluding opinions issued in this legal opinion are legal and accurate, without false records, misleading statements or major omissions, and shall bear corresponding legal liabilities.
The exchange 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, without the consent of the exchange, this legal opinion shall not be used for any other purpose for any other person.
In accordance with the requirements of relevant laws and regulations and in accordance with the business standards, ethics and diligence recognized by the lawyer industry, our lawyers attended the shareholders’ meeting, verified the relevant facts of the convening and holding of the shareholders’ meeting and the documents provided by the company, and now issue the following legal opinions:
1、 Convening and convening procedures of this general meeting of shareholders
(I) convening of the general meeting of shareholders
On April 27, 2022, the 13th meeting of the sixth board of directors of the company deliberated and approved the proposal on convening the 2021 annual general meeting of shareholders, and decided to convene the 2021 annual general meeting of shareholders on May 20, 2022. On April 29, 2022, the company published the notice of the general meeting of shareholders in the form of announcement in the information disclosure media designated by the CSRC, such as China Securities Journal, cninfo.com and the website of Shenzhen Stock Exchange.
(II) convening of this general meeting of shareholders
1. The general meeting of shareholders is held by combining on-site voting and online voting.
2. The on-site meeting of the general meeting of shareholders was held at room 3306, xinzhongtai international building, No. 127, Jinshang West 1st Road, Wuhou District, Chengdu City, Sichuan Province at 14:30 p.m. on May 20, 2022. The on-site meeting was presided over by Lai Xuri, chairman of the company.
3. The 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 May 20, 2022; The specific time of voting through the Internet voting system of Shenzhen stock exchange is: 9:15-15:00 on May 20, 2022.
After verification by the lawyers of the firm, the actual time, place and method of the shareholders’ meeting and the proposals deliberated at the meeting are consistent with the time, place and method announced in the notice of shareholders’ meeting and the matters submitted to the meeting for deliberation. The lawyers of the firm believe that the convening and convening of the general meeting of shareholders has fulfilled the legal procedures and complies with the relevant provisions of laws, administrative regulations, rules for 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
The lawyers of the firm checked the register of shareholders on the equity registration date of the general meeting of shareholders, the shareholding certificates of natural person shareholders attending the general meeting of shareholders, personal identity certificates, power of attorney and identity certificates of authorized agents and other relevant materials, and confirmed that there were 2 Shareholders and shareholder agents attending the general meeting of shareholders of the company, representing 3095278 shares with voting rights, Accounting for 0.4114% of the total voting shares of the company.
According to the online voting results of the general meeting of shareholders provided by Shenzhen Securities Information Co., Ltd., 11 shareholders participated in the online voting of the general meeting of shareholders, representing 215568925 voting shares, accounting for 286536% of the total voting shares of the company.
Among them, there are 12 shareholders (hereinafter referred to as small and medium-sized investors) except directors, supervisors, senior managers and shareholders who individually or jointly hold more than 5% of the shares of the company, representing 5548678 voting shares, accounting for 0.7375% of the total voting shares of the company.
In conclusion, the total number of shareholders attending the shareholders’ meeting is 13, representing 218664203 voting shares, accounting for 290650% of the total voting shares of the company.
In addition to the above personnel attending the shareholders’ meeting, the personnel attending the shareholders’ meeting also included the company’s directors, supervisors and Secretary of the board of directors, as well as the lawyers of the firm, the company’s managers and other senior managers.
The qualifications of the above-mentioned shareholders participating in the online voting of the general meeting of shareholders are verified by the institutions provided by the online voting system. We are unable to verify the qualifications of such shareholders. On the premise that the qualifications of such shareholders participating in the online voting of the general meeting of shareholders are in line with laws, regulations, normative documents and the articles of association, our lawyers believe that the qualifications of the personnel attending the general meeting of shareholders are in line with laws, administrative regulations The provisions of the rules of the general meeting of shareholders and the articles of association.
(II) convener qualification
The convener of this shareholders’ meeting is the board of directors of the company, and the qualification of the convener meets the provisions of relevant laws, administrative regulations, rules for shareholders’ meeting and the articles of association.
3、 Voting procedures and results of this general meeting of shareholders
(I) voting procedures of the general meeting of shareholders
1. The proposals considered at this shareholders’ meeting are consistent with the notice of shareholders’ meeting, and there is no case of modifying the original proposal or adding new proposals.
2. This general meeting of shareholders adopts a combination of on-site voting and online voting. Witnessed by our lawyers, the on-site meeting of the shareholders’ meeting voted on the proposals listed in the meeting notice by open ballot. The votes of the on-site meeting were counted and monitored jointly by the representatives of shareholders, supervisors and lawyers of the firm.
3. Shareholders participating in online voting shall pass the trading system or Internet voting system of Shenzhen Stock Exchange within the specified online voting time（ http://wltp.cn.info.com.cn. ）After exercising the voting right, Shenzhen Securities Information Co., Ltd. provided the company with the statistical data file of online voting.
4. The chairman of the meeting announced the voting of the proposal in combination with the statistical results of on-site meeting voting and online voting, and announced the adoption of the proposal according to the voting results.
(II) voting results of the general meeting of shareholders
Witnessed by our lawyers, the following proposals were deliberated and adopted at the general meeting of shareholders in accordance with laws, administrative regulations, rules of the general meeting of shareholders and the articles of association:
1. The voting results of the proposal on the full text and summary of the 2021 annual report are as follows:
218661203 shares were approved, accounting for 999986% of the total voting shares of shareholders and shareholders’ proxy representatives attending the meeting; Against 3000 shares, accounting for 0.0014% of the total voting shares of shareholders and proxy representatives attending the meeting; Abstain from 0 shares, accounting for 0.0000% of the total voting shares of shareholders and proxy representatives attending the meeting.
Among them, the voting of small and medium-sized investors is 5545678 shares, accounting for 999459% of the total voting shares of small and medium-sized investors and their agent representatives attending the meeting; Against 3000 shares, accounting for 0.0541% of the total voting shares of small and medium-sized investors and agent representatives of small and medium-sized investors attending the meeting; Abstain from 0 shares, accounting for 0.0000% of the total voting shares of small and medium-sized investors and agent representatives of small and medium-sized investors attending the meeting.
Voting result: adopted.
2. The voting results of the proposal on the financial statement report of 2021 are as follows:
218661203 shares were approved, accounting for 999986% of the total voting shares of shareholders and shareholders’ proxy representatives attending the meeting; Against 3000 shares, accounting for 0.0014% of the total voting shares of shareholders and proxy representatives attending the meeting; Abstain from 0 shares, accounting for 0.0000% of the total voting shares of shareholders and proxy representatives attending the meeting.
Among them, the voting of small and medium-sized investors is 5545678 shares, accounting for 999459% of the total voting shares of small and medium-sized investors and their agent representatives attending the meeting; Against 3000 shares, accounting for 0.0541% of the total voting shares of small and medium-sized investors and agent representatives of small and medium-sized investors attending the meeting; Abstain from 0 shares, accounting for 0.0000% of the total voting shares of small and medium-sized investors and agent representatives of small and medium-sized investors attending the meeting.
Voting result: adopted.
3. The voting results of the proposal on the plan for profit distribution and conversion of capital reserve into share capital in 2021 are as follows:
218643703 shares were approved, accounting for 999906% of the total voting shares of shareholders and shareholders’ proxy representatives attending the meeting; 20500 dissenting shares, accounting for 0.0094% of the total voting shares of shareholders and proxy representatives attending the meeting; Abstain from 0 shares, accounting for 0.0000% of the total voting shares of shareholders and proxy representatives attending the meeting.
Among them, the voting of small and medium-sized investors was 5528178 shares, accounting for 996305% of the total voting shares of small and medium-sized investors and their agent representatives attending the meeting; 20500 shares opposed, accounting for 0.3695% of the total voting shares of small and medium-sized investors and agent representatives of small and medium-sized investors attending the meeting; Abstain from 0 shares, accounting for 0.0000% of the total voting shares of small and medium-sized investors and agent representatives of small and medium-sized investors attending the meeting.
Voting result: adopted.
4. The voting results of the proposal on renewing the appointment of Huaxin Certified Public Accountants (special general partnership) as the company’s audit institution in 2022 are as follows:
218661203 shares were approved, accounting for 999986% of the total voting shares of shareholders and shareholders’ proxy representatives attending the meeting; Against 3000 shares, accounting for 0.0014% of the total voting shares of shareholders and proxy representatives attending the meeting; Abstain from 0 shares, accounting for 0.0000% of the total voting shares of shareholders and proxy representatives attending the meeting.
Among them, the voting of small and medium-sized investors is 5545678 shares, accounting for 999459% of the total voting shares of small and medium-sized investors and their agent representatives attending the meeting; Against 3000 shares, accounting for 0.0541% of the total voting shares of small and medium-sized investors and agent representatives of small and medium-sized investors attending the meeting; Abstain from 0 shares, accounting for 0.0000% of the total voting shares of small and medium-sized investors and agent representatives of small and medium-sized investors attending the meeting.
Voting result: adopted.
5. On the forecast of related party transactions in 2022
