Guohao law firm (Shanghai)
About Yunnan Energy New Material Co.Ltd(002812)
Legal opinions on matters related to the public solicitation of entrusted voting rights by independent directors to: Yunnan Energy New Material Co.Ltd(002812) independent director Mr. Tang Changjiang
In accordance with 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 provisions, Guohao law firm (Shanghai) (hereinafter referred to as “the firm”) accepts the entrustment of Mr. Tang Changjiang, an independent director of Yunnan Energy New Material Co.Ltd(002812) (hereinafter referred to as “the company”), This legal opinion is issued on matters related to the independent directors’ 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”) from all shareholders registered in China Securities Depository and Clearing Co., Ltd. Shenzhen Branch after the end of the transaction on February 9, 2022.
In accordance with the provisions of the securities law, the measures for the administration of securities legal business of law firms and the rules for the practice of securities legal business of law firms (for Trial Implementation), as well as the facts that have occurred or exist before the date of issuance of this legal opinion, the firm and its handling lawyers have strictly performed their statutory duties, followed the principles of diligence and good faith, and conducted full verification, Ensure that the facts identified in this legal opinion are true, accurate and complete, that the concluding opinions issued are legal and accurate, and that there are no false records, misleading statements or major omissions, and bear corresponding legal liabilities.
In order to issue this legal opinion, our lawyers consulted the documents related to the solicitation of voting rights and checked the relevant facts and legal matters related to the solicitation of voting rights. In the process of review and verification, the institute assumes that:
1. All documents and relevant materials provided to lawyers are true, complete and effective without any concealment, omission and falsehood. If the documents are copies or copies, their contents shall be consistent with the original or the original;
2. The signatories of all documents submitted to lawyers have full civil capacity, and their signing has been properly and effectively authorized.
Our lawyers rely on the supporting documents issued by relevant government departments or units or the reports of relevant professional institutions to express legal opinions on the facts that are crucial to the issuance of legal opinions and cannot be supported by independent evidence.
This legal opinion is only for the purpose of Mr. Tang Changjiang’s public solicitation of entrusted voting rights, and shall not be used for any other purpose.
In accordance with the company law, the securities law and other relevant laws and regulations and the relevant provisions of the CSRC, and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, the legal opinions issued by the exchange are as follows:
1、 Legal basis for this solicitation of voting rights
The independent director of the company, Mr. Tang Changjiang, in accordance with the relevant provisions of the management measures and the entrustment of other independent directors of the company, As the solicitor, proposal 1: proposal on the company’s stock option and restricted stock incentive plan in 2022 (Draft) and its summary for the second extraordinary general meeting of shareholders in 2022 (hereinafter referred to as “the general meeting”) held on February 14, 2022 Proposal 2: proposal on formulating the management measures for the implementation and assessment of the company’s stock option and restricted stock incentive plan in 2022; proposal 3: proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive publicly solicits entrusted voting rights from all shareholders of the company, and the voting opinions of the solicitors on all voting matters are “agreed”.
According to the provisions of the company law, shareholders can entrust agents to attend the general meeting of shareholders, and the agents shall submit the power of attorney of shareholders to the company and exercise their voting rights 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. Our lawyers believe that according to the above provisions, 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 and regulations, normative documents and the articles of association.
2、 The subject qualification of this solicitation
Mr. Tang Changjiang, an independent director of the company, was recruited to solicit voting rights. His basic information is as follows: Mr. Tang Changjiang, born in 1970, Chinese nationality, has no permanent right of residence abroad, has an MBA from Tsinghua University and an MBA from the University of Victoria, Switzerland. From July 2013 to may 2019, he served as a director of Shenzhen xinyuhuan Testing Co., Ltd.; from June 2015 to now, he has served as a director of Shenzhen Nengyi Testing Co., Ltd.; from June 2019 to now, he has served as the Secretary General of Guangdong Battery Industry Association; from June 2020 to now, he has served as an Yunnan Energy New Material Co.Ltd(002812) independent director; from October 2021 to now, he has served as an independent director of Tianjin Guoan League Guli New Material Technology Co., Ltd.
According to the announcement of Yunnan Energy New Material Co.Ltd(002812) on public solicitation of entrusted voting rights of independent directors (Announcement No.: 2022-017, hereinafter referred to as “announcement of public solicitation of entrusted voting rights”) disclosed by the company on January 25, 2022, In accordance with the relevant provisions of the management measures and the entrustment of other independent directors, the collector, Mr. Tang Changjiang, publicly solicited the entrusted voting rights from all shareholders of the company for the relevant proposals deliberated at the second extraordinary general meeting of shareholders in 2022 held on February 14, 2022, Mr. Tang Changjiang is not allowed to publicly solicit voting rights as a soliciter 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、 Announcement on public solicitation of entrusted voting rights and solicitation scheme
The announcement on public solicitation of entrusted voting rights has been reviewed by the lawyers of the firm, including the statement of the soliciter, the basic information of the company and the solicitation matters, the basic information of the shareholders’ meeting, the basic information of the soliciter, the opinions of the soliciter on the solicitation matters, the solicitation scheme, etc, The announcement of public solicitation of entrusted voting rights shall be signed by the soliciter and submitted to the convener for disclosure in the designated media.
According to the announcement on public solicitation of entrusted voting rights, this solicitation of entrusted voting rights is carried out publicly free of charge. The objects of this solicitation of voting rights are all shareholders of the company registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. after the end of the transaction on February 9, 2022; The collection time is from February 10, 2022 to February 11, 2022 (9:30-11:30 a.m. and 14:00-17:00 p.m.); The solicitation method is to publish an announcement on cninfo, an information disclosure website designated by the CSRC, in an open manner to solicit voting rights.
In addition, the announcement on public solicitation of entrusted voting rights specifically stipulates the procedures and steps of this solicitation of voting rights.
The announcement on public solicitation of entrusted voting rights has attached the power of attorney for public solicitation of entrusted voting rights by Yunnan Energy New Material Co.Ltd(002812) independent directors, which lists the names of various proposals and the duration of entrustment at the shareholders’ meeting.
Our lawyers believe that the announcement of public solicitation of entrusted voting rights fully discloses the relevant matters involved in the solicitation of voting rights, and the content and form of the public solicitation plan comply with the provisions of the Interim Provisions, relevant laws and regulations and the articles of association.
4、 Voting rights solicitation and exercise results
According to the confirmation of the independent director, as of 17:00 on February 11, 2022, Mr. Tang Changjiang, 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. Tang Changjiang, the independent director of the company, has the subject qualification of soliciting voting rights this time, and there is no situation that he is not allowed to solicit voting rights publicly as a soliciter as stipulated in the interim provisions; The announcement on public solicitation of entrusted voting rights fully discloses the relevant matters involved in the solicitation of voting rights, and the content and form of the public solicitation scheme comply with the relevant provisions of the interim provisions; The results of this solicitation and exercise of voting rights comply with the relevant provisions of the interim provisions; Mr. Tang Changjiang, the independent director of the company, has legally and effectively solicited voting rights.
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[this page is the signature and seal page of Guohao law firm’s legal opinion on matters related to the public solicitation of entrusted voting rights by Yunnan Energy New Material Co.Ltd(002812) independent directors]
This legal opinion is issued on February 14, 2022 in three originals without copies.
Guohao law firm (Shanghai)
Person in charge: Handling lawyer:
Lawyer Li Qiang and he Jiahuan
Lawyer Chen Xiaoxing
