北京金杜（成都）律师事务所 关于成都运达科技股份有限公司 2025 年第一次临时股东大会 之法律意见书 致：成都运达科技股份有限公司 北京金杜（成都）律师事务所（以下简称本所）接受成都运达科技股份有限公 司（以下简称公司）委托，根据《中华人民共和国证券法》（以下简称《证券法》）、 《中华人民共和国公司法》（以下简称《公司法》）、中国证券监督管理委员会《上 市公司股东会规则》（以下简称《股东会规则》）等中华人民共和国境内（以下简 称中国境内，为本法律意见书之目的，不包括中国香港特别行政区、中国澳门特别 行政区和中国台湾省）现行有效的法律、行政法规、规章、规范性文件和现行有效 的公司章程有关规定，指派律师出席了公司于 2025 年 7 月 23 日召开的 2025 年 第一次临时股东大会（以下简称本次股东大会），并就本次股东大会相关事项出具 本法律意见书。 为出具本法律意见书，本所律师审查了公司提供的以下文件，包括但不限于： 1. 经公司 2024 年第一次临时股东大会审议通过的《成都运达科技股份有限 公司章程》（以下简称《公司章程》）； 2. 公司 2025 年 7 月 8 日刊登于巨潮资讯网及深圳证券交易所网 ...

Group 1 - Haier Air Conditioning's subsidiary terminates investment in a new energy materials project due to economic feasibility concerns stemming from tariff policy adjustments, transportation and exchange rate fluctuations, and intensified market competition [1] - Chengdu XianDao's majority of self-developed new drug projects are in various pre-clinical stages, with significant uncertainty regarding future external transfers [1] - Huafeng Technology plans to raise up to 1 billion yuan through a private placement to fund expansion projects including high-speed line modules and defense connectors [1] Group 2 - Hehe Information expects a revenue increase of 19.15% to 26.13% year-on-year for the first half of 2025, driven by advancements in AI technology and enhanced product competitiveness [2] - Xiamen Tungsten's net profit for the first half of 2025 is reported at 307 million yuan, a year-on-year increase of 27.76%, benefiting from national subsidy policies and increased demand for 3C consumer devices [3] - China Power Construction signed new contracts worth 686.699 billion yuan in the first half of 2025, a year-on-year growth of 5.83%, with energy and power contracts increasing by 12.27% [4] Group 3 - Beilu Zhikong plans to invest approximately 600 million yuan to establish a smart mining driving industrialization base in Nanjing [5] - Zhongshi Technology anticipates a net profit increase of 85.01% to 105.75% for the first half of 2025, driven by recovering market demand in the consumer electronics sector [6] - Yongli Co. intends to establish a joint venture focused on smart pet appliances, with an investment of 2.55 million yuan for a 51% stake [7] Group 4 - Sanquan Foods plans to set up a wholly-owned subsidiary in Hong Kong and invest approximately 280 million Australian dollars to establish a production base in Australia [7] - Yunda Technology's controlling shareholder intends to transfer 10% of the company's shares at a price of 9.01 yuan per share, totaling 400 million yuan [7] - Zhongya Co.'s actual controller plans to reduce their stake by up to 1.27% over the next three months [8] - Delian Group plans to invest up to 60 million yuan of idle funds in securities to enhance cash utilization and returns [9]

成都运达科技股份有限公司 简式权益变动报告书 上市公司名称：成都运达科技股份有限公司 股票上市地点：深圳证券交易所 股票简称：运达科技 股票代码：300440 信息披露义务人一：运达创新（成都）投资有限公司 住所：成都高新区康强四路 99 号 通讯地址：成都高新区康强四路 99 号 信息披露义务人二：曲水知创永盛企业管理有限公司 住所：拉萨市曲水县雅江工业园区中小企业孵化楼 307-A152 室 通讯地址：成都高新区康强四路 99 号 二、信息披露义务人签署本报告书已获得必要的授权和批准。 三、依据上述法律法规的规定，本报告书已全面披露了信息披露义务人在成 都运达科技股份有限公司中拥有权益的股份变动情况；截至本报告书签署之日， 除本报告书披露的信息外，上述信息披露义务人没有通过任何其他方式增加或减 少其在成都运达科技股份有限公司中拥有权益的股份。 四、本次权益变动是根据本报告书所载明的资料进行的。除信息披露义务人 外，没有委托或者授权任何其他人提供未在本报告书中列载的信息和对本报告书 做出任何解释或者说明。 五、信息披露义务人承诺本报告书不存在虚假记载、误导性陈述或重大遗漏， 并对其真实性、准确性、完整性承担 ...

成都运达科技股份有限公司 简式权益变动报告书 上市公司名称：成都运达科技股份有限公司 股票上市地点：深圳证券交易所 股票简称：运达科技 股票代码：300440 信息披露义务人：智象达行（成都）科技合伙企业（有限合伙） 通讯地址：中国（四川）自由贸易试验区成都高新区天府大道北段 869 号 1 栋 1 单元 4 层 408 号 权益变动性质：股份增加（协议转让） 二、信息披露义务人签署本报告书已获得必要的授权和批准，其履行亦不违 反信息披露义务人章程或者内部规则中的任何条款，或与之相冲突。 三、依据《中华人民共和国证券法》《上市公司收购管理办法》《公开发行 证券的公司信息披露内容与格式准则第 15 号—权益变动报告书》的规定，本报 告书已全面披露信息披露义务人在成都运达科技股份有限公司中拥有权益的股 份变动情况。截至本报告书签署之日，除本报告书披露的信息外，上述信息披露 义务人没有通过任何其他方式增加或减少其在成都运达科技股份有限公司中拥 有权益的股份。 四、本次权益变动是根据本报告所载明的资料进行的。除本信息披露义务人 外，没有委托或者授权其它任何人提供未在本报告书列载的信息和对本报告书做 出任何解释或者说明 ...

特别提示： 证券代码：300440 证券简称：运达科技 公告编号：2025-040 成都运达科技股份有限公司 关于控股股东协议转让公司股权暨权益变动的提示性公告 公司控股股东运达创新（成都）投资有限公司保证向本公司提供的信息内容 真实、准确、完整，没有虚假记载、误导性陈述或重大遗漏。 本公司及董事会全体成员保证公告内容与信息披露义务人提供的信息一致。 1. 持有本公司股份 146,809,324 股，占总股本比例 33.07%（占剔除公司回 购专用账户中的股份数量 10,521,800 股后的股本 433,396,800 股比例 33.87%） 的公司控股股东运达创新（成都）投资有限公司（以下简称"运达创新"）拟通 过协议转让方式将其持有公司 44,391,860 股无限售流通股（占总股本比例 10.00%）转让给智象达行（成都）科技合伙企业（有限合伙）（以下简称"智象 达行"）。本次转让前智象达行未持有公司股份，本次转让后，智象达行持有公司 股份 44,391,860 股，占总股本比例 10.00%。 2. 本次协议转让股份未触及要约收购。 3. 本次股份协议转让，仅涉及公司控股股东运达创新与智象达行之间的 ...

Core Points - The document outlines the fundraising management system of Chengdu Yunda Technology Co., Ltd, aiming to regulate the management and usage of raised funds to enhance efficiency [1] - The company is required to strictly manage and disclose the usage of raised funds in accordance with relevant laws and regulations [1][4] - The board of directors is responsible for establishing and ensuring the effective implementation of the fundraising management system [1][4] Fundraising Management - The company must open a special account for raised funds, ensuring that these funds are not mixed with other funds or used for unrelated purposes [2][5] - A tripartite supervision agreement must be signed with the sponsor or independent financial advisor and the commercial bank within one month of the funds being received [2][3] - The company is prohibited from changing the purpose of the raised funds without proper approval and must disclose the actual usage of the funds accurately [4][5] Fund Usage - Raised funds must be used in accordance with the commitments made in the prospectus, and any significant changes must be disclosed [4][6] - The company must ensure that raised funds are not used for high-risk investments or for the benefit of related parties [4][5] - If funds are found to be misappropriated by controlling shareholders or related parties, the company must take action to recover the funds and disclose the situation [5][6] Fund Management and Supervision - The board must continuously monitor the actual storage, management, and usage of the raised funds, providing semi-annual reports [25][26] - Any discrepancies between the actual investment progress and the planned investment must be explained, and adjustments to the investment plan must be disclosed [13][26] - Independent financial advisors must conduct regular checks on the management of raised funds and report any irregularities to the Shenzhen Stock Exchange [14][15]

Core Points - The document outlines the management of resignations for directors and senior management at Chengdu Yunda Technology Co., Ltd, establishing procedures and responsibilities for such departures [1][2][3] Group 1: Resignation Procedures - Directors and senior management can resign before their term ends by submitting a written report, with the resignation effective upon receipt of the notice [2] - The company must disclose the resignation details within two trading days after receiving the resignation report [2] - If a director's term ends without timely re-election, they must continue to fulfill their duties until a new director is appointed [2][3] Group 2: Responsibilities and Consequences - Directors and senior management must complete a handover process with designated personnel to ensure business continuity [10] - If there are unfulfilled public commitments or other pending matters, the company can require a written fulfillment plan from the departing personnel [5] - Departing directors and senior management remain liable for their duties and obligations for three years post-departure, including confidentiality regarding company secrets [14][15] Group 3: Compliance and Legal Obligations - The company has the right to terminate the positions of directors and senior management for violations of laws or company regulations, with immediate effect upon board resolution [3][6] - Departing personnel must cooperate with the company in post-departure investigations regarding significant matters during their tenure [16] - Any losses caused by violations or unfulfilled commitments can lead to compensation claims against the departing personnel [17]

Core Viewpoint - Chengdu Yunda Technology Co., Ltd. is revising its articles of association and related rules to align with legal requirements and improve corporate governance [1]. Summary by Sections Revision of Articles of Association - The company plans to amend its articles of association to standardize terminology, changing "shareholders' meeting" to "shareholders' assembly" and making other necessary adjustments based on the Company Law and Securities Law [1]. Legal Representation - The chairman of the board serves as the legal representative of the company, and resignation from this position is considered simultaneous with the resignation as the legal representative [2]. Liability and Responsibilities - The company is liable for civil activities conducted by its legal representative, and if damages occur due to the representative's actions, the company can seek compensation from the representative if found at fault [3]. Shareholder Responsibilities - Shareholders are only liable for the company's debts to the extent of their subscribed shares, while the company is responsible for its debts with all its assets [4]. Legal Binding Nature - The articles of association become a legally binding document upon effectiveness, governing the rights and obligations between the company, shareholders, and management [5]. Share Issuance Principles - The issuance of shares must adhere to principles of openness, fairness, and justice, ensuring equal rights for all shares of the same type [6]. Financial Assistance Restrictions - The company or its subsidiaries are prohibited from providing financial assistance for the acquisition of its shares, except for employee stock ownership plans [7]. Capital Increase Methods - The company can increase capital through various methods, including public offerings, private placements, and stock dividends, subject to shareholder approval [7]. Share Transfer Regulations - Shares must be transferred in accordance with legal provisions, and the company does not accept its shares as collateral [11]. Shareholder Rights - Shareholders have rights to dividends, attend meetings, supervise management, and request information, among others [14]. Shareholder Meeting Procedures - The company must hold a shareholders' meeting to decide on significant matters, including financial reports and capital changes, with specific voting requirements [29]. External Guarantees - Certain external guarantees require approval from the shareholders' meeting, especially if they exceed specified financial thresholds [31][32].

Core Viewpoint - Chengdu Yunda Technology Co., Ltd. has established a comprehensive information disclosure system to ensure the authenticity, accuracy, completeness, timeliness, and fairness of its disclosures, thereby protecting the rights and interests of the company, shareholders, and investors [1][2]. Group 1: Information Disclosure Obligations - The information disclosure obligations extend beyond the company itself to include directors, senior management, department heads, shareholders, and other relevant parties [2]. - Major information that must be disclosed includes financial performance, mergers and acquisitions, stock issuance, significant contracts, and legal disputes [2][3]. Group 2: Basic Principles of Information Disclosure - Information disclosure is a continuous responsibility of the company, requiring compliance with relevant laws and regulations [3]. - Directors and senior management must ensure the disclosed information is truthful and accurate, and if they cannot guarantee this, they must declare the reasons in announcements [3][4]. Group 3: Disclosure Procedures and Standards - The company must disclose information through the stock exchange and other approved media, ensuring that all investors receive the same information simultaneously [5][6]. - Regular reports, including annual, semi-annual, and quarterly reports, must be prepared and disclosed within specified timeframes [8][9]. Group 4: Responsibilities and Management of Information Disclosure - The board of directors is responsible for overseeing information disclosure, with the chairman being the primary responsible person and the board secretary managing the disclosure affairs [24][25]. - Senior management must report significant events and ensure the accuracy of the information disclosed [26]. Group 5: Confidentiality and Insider Information - Individuals with insider information are prohibited from disclosing it before public announcements and must not engage in insider trading [28][30]. - The company must take measures to control the dissemination of insider information and report any leaks or unusual trading activities immediately [30][31].

General Provisions - Chengdu Yunda Technology Co., Ltd. is established as a joint-stock company in accordance with the Company Law and other relevant regulations [2] - The company was registered on June 28, 2011, and obtained its business license [2] - The registered capital of the company is RMB 443.9186 million [2] Company Structure - The company is a permanent joint-stock company, with the chairman acting as the legal representative [3] - Shareholders are liable for the company's debts only to the extent of their subscribed shares, while the company is liable for its debts with all its assets [3] Business Objectives and Scope - The company's business objective is to operate legally, driven by technological innovation, and to achieve steady and rapid development for the benefit of shareholders and the national economy [4] - The business scope includes technology development, consulting, and services in various fields such as rail transit, machinery, electronics, and information services [4] Share Issuance - The company issues shares in the form of stocks, with each share having a par value of RMB 1 [5] - The total number of shares issued by the company is 443.9186 million, all of which are ordinary shares [5] Shareholder Rights and Responsibilities - Shareholders have rights to dividends, voting, and participation in company decisions, as well as obligations to comply with laws and the company’s articles of association [10][11] - Shareholders holding more than 5% of the shares must report any trading activities within six months [9] Shareholder Meetings - The company holds annual and temporary shareholder meetings, with specific procedures for calling and conducting these meetings [18][19] - Shareholder proposals must be submitted in advance, and the company must provide adequate notice of meetings [24][25] Decision-Making Process - Ordinary resolutions require a simple majority, while special resolutions require two-thirds approval from attending shareholders [30] - Certain significant decisions, such as capital increases or decreases, require special resolutions [30]