Fujian Zhili law firm
About Hongbo Co.Ltd(002229)
Matters related to the public solicitation of entrusted voting rights by independent directors
Legal opinion
ZENITH LAW FIRM
25 / F, tower a, Zhongshan building, 152 Hudong Road, Fuzhou 350003, China
Tel: (0591) 88068018 Fax: (0591) 8806808
Email: [email protected].
website: http://www.zenithlawyer.com./
February, 2002
Fujian Zhili law firm
about
Hongbo Co.Ltd(002229) matters related to the public solicitation of entrusted voting rights by independent directors
Legal opinion
(2022) mlfz No. 31 to: Hongbo Co.Ltd(002229) independent director Mr. Dong Yan’an
Fujian Zhili law firm (hereinafter referred to as “the firm”) accepts the entrustment of the independent director of Hongbo Co.Ltd(002229) (hereinafter referred to as “the company”). In accordance with the company law of the people’s Republic of China (hereinafter referred to as “the company law”) and the Securities Law of the people’s Republic of China (hereinafter referred to as “the securities law”) The measures for the administration of equity incentive of listed companies (hereinafter referred to as the “administrative measures”), the Interim Provisions on the administration of public solicitation of shareholders’ rights of listed companies (hereinafter referred to as the “Interim Provisions”) and other relevant laws, regulations, normative documents and the articles of Association of the company, after the closing of the transaction by the afternoon of February 8, 2022, All shareholders of the company registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. and having gone through the registration procedures for attending the meeting shall issue legal opinions on matters related to the solicitation of voting rights for the second extraordinary general meeting of shareholders in 2022 held on February 14, 2022 (hereinafter referred to as “this solicitation of voting rights”).
In order to issue this legal opinion, our lawyer hereby declares as follows:
1. This legal opinion is based on the relevant facts that have occurred or exist before the issuance date and the current laws, regulations and normative documents in China, and based on the lawyer’s understanding of the relevant facts and the understanding of the relevant laws, regulations and normative documents. For the fact that it is very important to issue this legal opinion and cannot be supported by independent evidence, our lawyers rely on the supporting documents or oral and written statements issued by relevant government departments, companies, units or individuals.
2. Our lawyers have strictly performed their legal duties, followed the principles of diligence and good faith, conducted sufficient verification and verification, and ensured that the facts identified in this legal opinion are true, accurate and complete, the concluding opinions issued are legal and accurate, and there are no false records, misleading statements or major omissions, and bear corresponding legal liabilities.
3. The company and Mr. Dong Yan’an shall be responsible for the authenticity, completeness and effectiveness of the documents and materials related to the issuance of this legal opinion and oral or written statements provided to our lawyers.
4. Our lawyers agree that the board of directors of the company will announce this legal opinion.
Based on the above statement, in accordance with the recognized business standards, ethics and the spirit of diligence in the lawyer industry, our lawyers now issue the following legal opinions:
1、 Legal basis for soliciting voting rights
This solicitation of voting rights is entrusted by the independent director of the company, Mr. Dong Yan’an, as the soliciter, to solicit voting rights from the shareholders of the company on the proposals numbered 1.00, 2.00, 3.00 and 4.00 considered by the company’s second extraordinary general meeting of shareholders in 2022 (hereinafter referred to as “the general meeting of shareholders”) held on February 14, 2022.
According to the relevant provisions of the company law, a shareholder may entrust a proxy to attend the general meeting of shareholders. The proxy shall submit a power of attorney to the company and exercise the voting right within the scope of authorization. According to the relevant provisions of the securities law, independent directors of listed companies can act as solicitors, either by themselves or by entrusting securities companies and securities service institutions to publicly request shareholders of listed companies to entrust them to attend the general meeting of shareholders on their behalf, and exercise shareholders’ rights such as proposal right and voting right on their behalf. According to the relevant provisions of the administrative measures, when a listed company holds a general meeting of shareholders to review the equity incentive plan, the independent directors shall solicit the entrusted voting rights from all shareholders on the equity incentive plan. In accordance with the relevant provisions of the Interim Provisions, independent directors of listed companies can act as solicitors to solicit publicly by themselves or by entrusting securities companies and securities service institutions. According to the articles of association, independent directors can publicly solicit shareholders’ voting rights in accordance with relevant laws, administrative regulations and departmental rules.
Our lawyers believe that the public solicitation of voting rights complies with the provisions of the company law, the securities law, the administrative measures, the Interim Provisions and other laws, regulations, normative documents and the articles of association.
2、 Subject qualification of solicitors
The current independent director of the company, Mr. Dong Yan’an, is the person soliciting voting rights. The basic information is as follows:
Mr. Dong Yan’an, a Chinese national, is a doctoral student majoring in accounting of Southwest University of Finance and economics, a professor and master’s supervisor of Guizhou University of Finance and economics, an academic leader of philosophy and Social Sciences in Colleges and universities in Guizhou Province, a leader of accounting in key disciplines at the provincial level in Guizhou Province, and a consulting expert of Guizhou Provincial People’s Congress. He is now a director, Guizhou Sanli Pharmaceutical Co.Ltd(603439) independent director and director of Guizhou International Hospital Management Co., Ltd Hongbo Co.Ltd(002229) independent director, director of Sichuan Jiumen Technology Co., Ltd., Guizhou Transportation Planning Survey&Design Academe Co.Ltd(603458) independent director.
As of the date of issuance of this legal opinion, the solicitors have not held shares of the company, have not been punished for securities violations, and have not been involved in major civil litigation or arbitration related to economic disputes. The solicitor and its main immediate family members have not reached any agreement or arrangement on matters related to the company’s equity; As an independent director of the company, he has no relationship with the company’s directors, supervisors, senior managers, shareholders holding more than 5%, actual controllers and their affiliates, and there is no interest between the collector and the proposal involved in the solicitation of voting rights. According to the report on public solicitation of entrusted voting rights by Hongbo Co.Ltd(002229) independent directors (hereinafter referred to as the “report on public solicitation of entrusted voting rights”) disclosed by the company on January 26, 2022, In accordance with the relevant provisions of the administrative measures and the entrustment of other independent directors, Mr. Dong Yan’an, the collector, publicly solicits the entrusted voting rights from the shareholders of the company for the relevant proposals considered at the second extraordinary general meeting of shareholders in 2022 held on February 14, 2022. Mr. Dong Yan’an does not have the situation that he shall not publicly solicit the voting rights as a collector as stipulated in Article 3 of the Interim Provisions.
In conclusion, our lawyers believe that the subject qualification of the solicitors meets the relevant provisions of the Interim Provisions and has the subject qualification of public solicitation of voting rights.
3、 The solicitation procedure of this solicitation of voting rights
Mr. Dong Yan’an prepared the report on public solicitation of entrusted voting rights on January 25, 2022, including the statement of the soliciter, the basic information of the soliciter, the basic information of the company and the matters of this solicitation. On January 26, 2022, the convener of the shareholders’ meeting published the report on public solicitation of voting rights and its annex power of attorney for public solicitation of voting rights by independent directors on cninfo website and securities times respectively. According to the report on public solicitation of entrusted voting rights, the objects of this solicitation of voting rights are the shareholders of the company who have been registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. and have gone through the registration procedures for attending the meeting as of the afternoon of February 8, 2022; The collection time is from February 9, 2022 to February 11, 2022 (9:00-11:30 a.m. and 14:00-16:30 p.m.); The solicitation method is to be published in the securities times and cninfo (www.cn. Info. Com. CN.) Issue an announcement on the to solicit voting rights; In addition, the report on public solicitation of entrusted voting rights specifies the procedures and steps of this solicitation of voting rights. The collector has fully disclosed the information necessary for the shareholders to make authorization and entrustment according to law.
The lawyer of the firm believes that the solicitation procedure of this solicitation of voting rights complies with the relevant provisions of the Interim Provisions, and the soliciter has fully disclosed the information necessary for the shareholders to make authorization and entrustment in accordance with the law.
4、 Voting rights solicitation and exercise results
According to the confirmation of the independent director, as of 16:30 on February 11, 2022, Mr. Dong Yan’an, the independent director of the company, had not received the entrustment of voting rights from shareholders.
After verification, our lawyers believe that the results of this solicitation and exercise of voting rights comply with the relevant provisions of the Interim Provisions.
5、 Concluding observations
To sum up, our lawyers believe that Mr. Dong Yan’an, the independent director of the company, is qualified to solicit voting rights publicly; The solicitation procedure of this solicitation of voting rights complies with the relevant provisions of the Interim Provisions, and the soliciter has fully disclosed the information necessary for shareholders to make authorization and entrustment according to law; The exercise result of this solicitation of voting rights complies with the relevant provisions of the interim provisions; Mr. Dong Yan’an’s solicitation of voting rights is legal and effective.
This legal opinion is made in three originals and several copies, which have the same legal effect.
I hereby write to you!
(there is no text on this page, which is the signature page of Fujian Zhili law firm’s legal opinion on matters related to Hongbo Co.Ltd(002229) independent directors’ public solicitation of entrusted voting rights)
Handling lawyer of Fujian Zhili law firm:
Fuzhou Botao, China
Handling lawyer:
Yan Jianyun
Principal of law firm:
Bai Tao
Date of signature: February 14, 2002
