Notice of Beijing Deheng Law Firm on the first extraordinary general meeting of shareholders in Changying Xinzhi Technology Co.Ltd(002664) 2022
Legal opinion
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Beijing Deheng Law Firm
About Changying Xinzhi Technology Co.Ltd(002664)
Of the first extraordinary general meeting of shareholders in 2022
Legal opinion
Deheng 01g20190042-09
To: Changying Xinzhi Technology Co.Ltd(002664)
Changying Xinzhi Technology Co.Ltd(002664) (hereinafter referred to as “the company”) the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as “the meeting”) was held on Monday, February 14, 2022. Entrusted by the company, Beijing Deheng Law Firm (hereinafter referred to as “Deheng”) appointed lawyer Li Guangxin and lawyer Qi Hui (hereinafter referred to as “Deheng lawyer”) to attend the meeting. In accordance with the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), the company law of the people’s Republic of China (hereinafter referred to as the “company law”), and the rules for the general meeting of shareholders of listed companies (hereinafter referred to as the “rules for the general meeting of shareholders”) of the China Securities Regulatory Commission According to the provisions of the Changying Xinzhi Technology Co.Ltd(002664) articles of Association (hereinafter referred to as the “articles of association”), lawyer Deheng witnessed and expressed legal opinions on the convening, convening procedures, qualification of on-site participants, voting procedures and other related matters of the meeting.
In order to issue this legal opinion, lawyer Deheng attended the meeting and reviewed the following documents provided by the company, including but not limited to:
(I) articles of Association;
(II) Rules of the general meeting of shareholders;
(III) the company was posted on cninfo.com on January 25, 2022（ http://www.cn.info.com.cn. ）The notice of Changying Xinzhi Technology Co.Ltd(002664) on convening the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as “the notice of the general meeting of shareholders”);
(IV) registration records and voucher materials of shareholders attending the meeting on site;
(V) voting documents of the company;
(VI) other documents of the meeting.
Lawyer Deheng is guaranteed as follows: the company has provided the materials that lawyer Deheng considers necessary for issuing this legal opinion, the original materials, copies, copies and other materials and oral testimony provided meet the requirements of authenticity, accuracy and completeness, and the relevant copies, copies and other materials are consistent with the original materials.
In this legal opinion, according to the rules of the general meeting of shareholders and the requirements of the company, lawyer Deheng only discusses whether the convening and convening procedures of the company’s current meeting comply with the relevant provisions of laws, administrative regulations, the articles of association and the rules of the general meeting of shareholders, whether the qualifications of the attendees and conveners are legal and effective, and the voting procedures of the meeting Express opinions on whether the voting results are legal and effective, and do not express opinions on the contents of the proposals considered at this meeting and the authenticity and accuracy of the facts or data expressed in these proposals.
Deheng and Deheng lawyers have strictly performed their statutory duties, followed the principles of diligence, good faith and full verification in accordance with the provisions of the securities law, the measures for the administration of securities legal business of law firms, the rules for the practice of securities legal business of law firms (for Trial Implementation) and the facts that have occurred or exist before the issuance date of this legal opinion, Ensure 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 are willing to bear corresponding legal liabilities.
This legal opinion is only for the purpose of witnessing the legitimacy of the matters related to this meeting of the company, and shall not be used for any other purpose.
According to the requirements of relevant laws and regulations, in accordance with the recognized business standards, ethics and the spirit of diligence and diligence in the lawyer industry, lawyer Deheng issued the following legal opinions on the legal issues related to the convening and holding of the company’s meeting:
1、 Convening and procedures of this meeting
(I) convening of this meeting
1. According to the resolution of the 17th meeting of the 4th board of directors held on January 24, 2022, the board of directors of the company convened this meeting.
2. The board of directors of the company was on cninfo.com on January 25, 2022（ http://www.cn.info.com.cn. ）The notice of the general meeting of shareholders was issued. The announcement date of the notice of the meeting has reached 15 days from the date of the meeting, and the interval between the equity registration date and the date of the meeting is no more than 7 working days.
3. The above announcement lists the convener, time, method, attendees, place, registration method, contact person and contact information of the meeting, fully and completely discloses the specific contents of all proposals, and discloses the opinions and reasons of independent directors according to law.
Lawyer Deheng believes that the convening procedure of this meeting of the company complies with the relevant provisions of the company law, the rules of the general meeting of shareholders and other laws, regulations, normative documents and the articles of association.
(II) convening of this meeting
1. This meeting adopts the combination of on-site voting and online voting.
The on-site meeting was held at 2:30 p.m. on Monday, February 14, 2022 in the conference room of Building 9, No. 28 Changying Xinzhi Technology Co.Ltd(002664) qiansuozhi Road, Jiaojiang District, Taizhou City, Zhejiang Province. The actual time, place and method of this meeting are the same as those notified in the notice of the general meeting of shareholders.
The online voting time is February 14, 2022. Among them, the time for online voting through the trading system of Shenzhen stock exchange is 9:15-9:25 a.m., 9:30-11:30 p.m. and 1:00-3:00 p.m. on February 14, 2022; The time of voting through the Internet voting system of Shenzhen stock exchange is any time from 9:15 a.m. to 3:00 p.m. on February 14, 2022.
2. The meeting was presided over by Mr. Xu Zhenghui, general manager. The meeting deliberated on the proposals listed in the meeting notice. The staff of the board of directors made records of the meeting on the spot. The minutes of the meeting shall be signed by the chairman, directors and supervisors attending the meeting.
3. There is no voting on matters not listed in the notice of convening this meeting.
Lawyer Deheng believes that the actual time, place and contents of the meeting are consistent with those notified in the notice, and the convening and convening procedures of the meeting comply with the company law, the rules of the general meeting of shareholders and other laws, regulations, normative documents and the relevant provisions of the articles of association.
2、 Qualification of participants and convener of the meeting
(I) a total of 28 shareholders and authorized agents of shareholders attended the on-site meeting and online voting, representing 234831325 shares with voting rights, accounting for 58.1438% of the total voting shares of the company. Including: 1 A total of 11 shareholders and their proxies attended the on-site meeting, representing 125701500 shares with voting rights, accounting for 31.1235% of the total voting shares of the company.
Lawyer Deheng checked the business license or resident ID card, securities account card, power of attorney and other relevant documents of the shareholders attending the on-site meeting. The shareholders attending the on-site meeting are the shareholders recorded in the register of shareholders on the equity registration date of the meeting, and the power of attorney of the shareholder agent is true and valid.
2. According to the online voting results of the meeting, 17 shareholders participated in the online voting of the meeting, and the number of voting shares represented was 109129825, accounting for 27.0204% of the total voting shares of the company. The aforesaid qualification of shareholders voting through the online voting system shall be verified by the trading system and Internet voting system of Shenzhen Stock Exchange.
3. There were 17 shareholders and shareholders’ agents of small and medium-sized investors attending the on-site meeting and online voting of this meeting, and the number of voting shares represented was 5234725, accounting for 1.2961% of the total voting shares of the company.
(II) the directors, supervisors and Secretary of the board of directors of the company attended the meeting, and other senior managers and Deheng lawyers attended the meeting as nonvoting delegates. These personnel are legally qualified to attend the meeting.
(III) this meeting is convened by the board of directors of the company, and its qualification as the convener of this meeting is legal and valid. Lawyer Deheng believes that the qualifications of the persons attending and attending the meeting as nonvoting delegates and the convener of the meeting are legal and valid, and comply with the relevant provisions of the company law, the rules of the general meeting of shareholders and other laws, regulations, normative documents and the articles of association.
3、 Shareholders’ qualification and proposal procedures for putting forward temporary proposals at this meeting
Witnessed by lawyer Deheng, no shareholders put forward temporary proposals at this meeting.
4、 Voting procedure of this meeting
(I) the meeting adopted on-site voting and online voting to vote on the proposals of the meeting. Witnessed by lawyer Deheng, the proposal considered at this meeting of the company is consistent with the deliberation items listed in the notice of the general meeting of shareholders, and there is no modification of the proposal notified at this meeting.
(II) in accordance with the provisions of the company law, the rules of the general meeting of shareholders and other relevant laws, regulations, normative documents and the articles of association, two shareholder representatives, two supervisor representatives and Deheng lawyer are jointly responsible for vote counting and supervision.
(III) after voting at this meeting, the company consolidated and summarized the voting results of this meeting, and the chairman of the meeting announced the voting results at the meeting site. Among them, the company counted the votes of small and medium-sized investors on relevant proposals separately and disclosed the voting results separately.
Lawyer Deheng believes that the voting procedures of this meeting of the company comply with the relevant provisions of the company law, the rules of the general meeting of shareholders and other laws, regulations, normative documents and the articles of association, and the voting procedures of this meeting are legal and effective.
5、 Voting results of this meeting
Combined with the voting results of the on-site meeting and the online voting results of this meeting, the voting results of this meeting are as follows:
1. The proposal on the company’s 2022 stock option incentive plan (Draft) and its summary was deliberated and adopted by special resolution
Voting results: 233752100 shares were approved, accounting for 99.8210% of the total number of valid voting shares held by shareholders and shareholder agents who attended the meeting and had the right to vote on the proposal; Against 348725 shares, accounting for 0.1489% of the effective voting shares of such shareholders; 70400 shares abstained, accounting for 0.0301% of the effective voting shares of such shareholders.
Among them, the voting situation of small and medium-sized investors attending the meeting was: 4705500 shares were agreed, accounting for 91.8214% of the effective voting shares of such shareholders; Against 348725 shares, accounting for 6.8049% of the effective voting shares of such shareholders; 70400 shares abstained, accounting for 1.3738% of the effective voting shares of such shareholders.
According to the voting results, the bill was passed.
2. The proposal on the management measures for the implementation and assessment of the company’s 2022 stock option incentive plan was deliberated and adopted by special resolution
Voting results: 233752100 shares were approved, accounting for 99.8210% of the total number of valid voting shares held by shareholders and shareholder agents who attended the meeting and had the right to vote on the proposal; Against 348725 shares, accounting for 0.1489% of the effective voting shares of such shareholders; 70400 shares abstained, accounting for 0.0301% of the effective voting shares of such shareholders.
The number of valid voting shares of minority shareholders: 820.91%, of which the number of valid voting shares of minority shareholders accounts for 470.91%; Against 348725 shares, accounting for 6.8049% of the effective voting shares of such shareholders; 70400 shares abstained, accounting for 1.3738% of the effective voting shares of such shareholders.
According to the voting results, the bill was passed.
3. The proposal on submitting to the general meeting of shareholders of the company to authorize the board of directors to handle matters related to the company’s 2022 stock option incentive plan was deliberated and adopted by special resolution
Voting results: 233752100 shares were approved, accounting for 99.8210% of the total number of valid voting shares held by shareholders and shareholder agents who attended the meeting and had the right to vote on the proposal; Against 348725 shares, accounting for 0.1489% of the effective voting shares of such shareholders; 70400 shares abstained, accounting for 0.0301% of the effective voting shares of such shareholders.
Among them, the voting situation of small and medium-sized investors attending the meeting was: 4705500 shares were agreed, accounting for 91.8214% of the effective voting shares of such shareholders; Against 348725 shares, accounting for 6.8049% of the effective voting shares of such shareholders; 70400 shares abstained, accounting for 1.3738% of the effective voting shares of such shareholders.
According to the voting results, the bill was passed.
The total number of valid voting shares held by affiliated shareholders Xu Zhenghui, Li Haiqiang, Chu Ruiming, Chen Shihai and he Lingjun is 660100, and the above shareholders have avoided voting on proposals 1-3; Proposals 1-3 have been adopted by more than two-thirds of the effective voting rights held by the shareholders attending the meeting.
The chairman of the meeting, the shareholders attending the meeting and their agents did not raise any objection to the voting results; The proposal of this meeting was passed with effective voting rights; The resolutions of this meeting are consistent with the voting results. Lawyer Deheng believes that the voting results of this meeting comply with the relevant provisions of the company law, the rules of the general meeting of shareholders and other laws, regulations, normative documents and the articles of association, and the voting results are legal and valid.
6、 Concluding observations
In conclusion, lawyer Deheng believes that the convening and convening procedures of the company’s meeting, the main qualifications of the personnel attending the meeting and the convener of the meeting, the proposal, voting procedures and voting results of the meeting are in line with the relevant provisions of the company law, the securities law, the rules of the shareholders’ meeting and other laws, regulations, normative documents and the articles of association, The resolutions adopted at this meeting are legal and valid.
