Beijing Jindu (Guangzhou) law firm
About Eternal Asia Supply Chain Management Ltd(002183)
Legal opinion of the first 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 According to the normative documents and the articles of association of Eternal Asia Supply Chain Management Ltd(002183) (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”), The lawyer of our firm (hereinafter referred to as “handling lawyer” or “Jindu lawyer”) was appointed to attend the first extraordinary general meeting of shareholders of the company in 2022 (hereinafter referred to as “this general meeting of shareholders”), witness the relevant matters of this general meeting of shareholders, and issue this legal opinion according to law.
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 57th 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 December 31, 2021;
3. On December 31, 2021, the company published the announcement on the resolution of the 41st meeting of the sixth board of supervisors 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;
4. On December 31, 2021, the company published the notice of Shenzhen Eternal Asia Supply Chain Management Ltd(002183) supply chain Co., Ltd. on convening the first extraordinary general meeting of shareholders in 2022 on China Securities News, securities times, Shanghai Securities News, cninfo.com and the website of Shenzhen Stock Exchange;
5. 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;
6. The proposal of the general meeting of shareholders of the company and the announcement and other documents related to the contents of relevant proposals;
7. Other parliamentary documents.
The company has assured Jindu that the company has disclosed all 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 its 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, 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 the general meeting of shareholders 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 first extraordinary general meeting of the company in 2022 and the relevant provisions of the articles of association deliberated and adopted at the 57th meeting of the sixth board of directors held on December 29, 2021, the board of directors of the company made an announcement in China Securities Journal, securities times and Shanghai Securities News on December 31, 2021 The notice of convening the shareholders’ meeting on January 17, 2022 was published on cninfo.com and the website of Shenzhen Stock Exchange.
Jindu believes that the convening and notification of the general meeting of shareholders comply with the provisions of relevant laws, administrative regulations, rules of the 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 p.m. on January 17, 2022 in conference room 0112, floor 1, building 1, supply chain integrated logistics center, No. 3, LiLang Road, Nanwan street, Longgang District, Shenzhen.
The specific time of online voting through 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 January 17, 2022; The specific time of voting through the Internet voting system is: 9:15 a.m. to 15:00 p.m. on January 17, 2022.
Jindu believes that the actual time, place and method of the meeting and the proposals deliberated at the meeting are consistent with the time, place and method announced in the meeting notice and the matters submitted to the meeting for deliberation, and comply with the provisions of relevant laws, administrative regulations, rules of the general meeting of shareholders and the articles of association.
2、 Qualification of personnel attending the general meeting of shareholders
1. Personnel attending / attending on-site meetings
Lawyer Jindu’s opinions on the register of shareholders on the equity registration date of the shareholders’ meeting, the shareholding certificate, legal representative certificate and / or power of attorney of the legal person shareholders attending the shareholders’ meeting, as well as the shareholder account card, personal identity certificate and The power of attorney, identity certificate and other relevant materials of the authorized agent were verified, and it was confirmed that there were 1 shareholder and Shareholder Representative (or agent) attending the on-site meeting of the general meeting of shareholders, and the number of shares of the company representing the voting rights was 111710017, accounting for 4.3015% 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, 24 shareholders participated in the online voting of the general meeting of shareholders, representing 400248798 voting shares of the company, accounting for 15.4119% of the total shares of the company.
3. A total of 25 shareholders and shareholder representatives (or agents) attended the on-site meeting and online voting, representing 511958815 shares of the company with voting rights, accounting for 19.7134% of the total shares of the company. Among them, there are 23 shareholders (hereinafter referred to as “small and medium-sized investors”) except those 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, representing 11795097 voting shares of the company, accounting for 0.4542% 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 qualifications 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 qualifications of the meeting personnel attending the general meeting of shareholders comply with the provisions of relevant laws, administrative regulations, the rules of the general meeting of shareholders and the articles of association.
3、 Propose a new motion
Witnessed by lawyer Jindu, no new proposal was put forward at the shareholders’ meeting. 4、 Voting procedures and results of the general meeting of shareholders
The general meeting of shareholders will vote by combining on-site voting and online voting. The on-site meeting voted on the relevant proposals listed in the meeting notice item by item by means of on-site voting. The online voting was conducted through the online voting system according to the time period determined in the meeting notice. After the online voting, Shenzhen Securities Information Co., Ltd. provided the company with the online voting results. Shareholder representatives, supervisor representatives and lawyer Jin Du jointly monitored and counted the votes of on-site voting, combined and counted 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 9th proposal below. The moderator 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 the company’s application for comprehensive credit line from the bank in 2022
503729218 shares were in favor of the shareholders’ meeting, 0 shares abstained and 8229597 shares opposed, accounting for 98.3925% of the voting rights held by shareholders and shareholder representatives (or agents) attending the shareholders’ meeting. The proposal was considered and adopted. 2. Proposal on applying for credit line from bank by Hong Kong wholly owned subsidiary of the company in 2022
511698815 shares were in favor, 0 shares abstained and 260000 shares opposed at the shareholders’ meeting, accounting for 99.9492% of the voting rights held by shareholders and shareholders’ representatives (or agents) attending the shareholders’ meeting. The proposal was considered and adopted. 3. Proposal on the wholly-owned subsidiaries of the company, Lianyi International (Hong Kong) Co., Ltd. and Lianyi global procurement Co., Ltd. applying to the bank for a credit line in 2022 and being guaranteed by the company and its wholly-owned subsidiary, Lianyi (Hong Kong) Co., Ltd
511225815 shares were in favor of the shareholders’ meeting, 263900 shares abstained and 469100 shares opposed, accounting for 99.8568% of the voting rights held by shareholders and shareholder representatives (or agents) attending the shareholders’ meeting. The proposal was considered and adopted. 4. Proposal on the company’s wholly-owned subsidiary Shanghai Eternal Asia Supply Chain Management Ltd(002183) supply chain Co., Ltd. applying to the bank for a comprehensive credit line in 2022 and the company providing guarantee for it
511225815 shares were in favor of the shareholders’ meeting, 263900 shares abstained and 469100 shares opposed, accounting for 99.8568% of the voting rights held by shareholders and shareholder representatives (or agents) attending the shareholders’ meeting. The proposal was considered and adopted. 5. Proposal on the prediction of the company’s guarantee for the credit line of its holding subsidiary in 2022
The shareholders’ meeting approved the proposal with 503256218 shares in favor, 0 shares abstained and 8702597 shares opposed, accounting for 98.3001% of the voting rights held by shareholders and shareholder representatives (or agents) attending the shareholders’ meeting. 6. Proposal on the wholly-owned subsidiary of the company, Shanghai Eternal Asia Supply Chain Management Ltd(002183) supply chain Co., Ltd., applying for tariff guarantee insurance limit from BOC Insurance Co., Ltd. Shenzhen Branch and the company providing guarantee for it
511225815 shares were in favor of the shareholders’ meeting, 263900 shares abstained and 469100 shares opposed, accounting for 99.8568% of the voting rights held by shareholders and shareholder representatives (or agents) attending the shareholders’ meeting. The proposal was considered and adopted. 7. Proposal on Shenzhen Eternal Asia Supply Chain Management Ltd(002183) deep Supply Chain Management Co., Ltd., a wholly-owned subsidiary of the company, applying for financial leasing quota from Haitong Hengxin International Financial Leasing Co., Ltd. and the company providing guarantee for it
511225815 shares were in favor of the shareholders’ meeting, 263900 shares abstained and 469100 shares opposed, accounting for 99.8568% of the voting rights held by shareholders and shareholder representatives (or agents) attending the shareholders’ meeting. The proposal was considered and adopted. 8. Proposal on the company’s holding subsidiary Kaihui Group Co., Ltd. applying for financing quota from Lenovo Technology Services Hong Kong Co., Ltd. and the company providing guarantee for it
The general meeting of shareholders was approved with 503256218 shares in favor, 263900 shares abstained and 8438697 shares opposed, accounting for 98.3001% of the voting rights held by shareholders and shareholder representatives (or agents) attending the general meeting of shareholders. The proposal was considered and adopted. 9. Proposal on extending the performance period of the company’s commitments
511889515 shares were in favor of the shareholders’ meeting, 0 shares abstained and 69300 shares opposed, accounting for
