Beijing Deheng Law Firm
On Changying Xinzhi Technology Co.Ltd(002664) matters related to the public solicitation of entrusted voting rights by independent directors
Legal opinion
12 / F, block B, Fukai building, Financial Street Holdings Co.Ltd(000402) 19, Xicheng District, Beijing
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Beijing Deheng Law Firm
About Changying Xinzhi Technology Co.Ltd(002664)
Matters related to the public solicitation of entrusted voting rights by independent directors
Legal opinion
Deheng 01g20190042-10
To: Changying Xinzhi Technology Co.Ltd(002664) independent director Mr. Wang Hongyang
According to 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 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 laws, regulations and normative documents, as well as the relevant provisions of the Changying Xinzhi Technology Co.Ltd(002664) articles of Association (hereinafter referred to as the “articles of association”), Beijing Deheng Law Firm (hereinafter referred to as “the firm”) accepts the entrustment of Mr. Wang Hongyang, an independent director of Changying Xinzhi Technology Co.Ltd(002664) (hereinafter referred to as “the company” or ” Changying Xinzhi Technology Co.Ltd(002664) “), Express legal opinions on matters related to the independent directors soliciting the voting rights of the company’s first extraordinary general meeting of shareholders in 2022 held on February 14, 2022 (hereinafter referred to as “this solicitation of voting rights”) from all shareholders of the company registered in China Securities Depository and Clearing Co., Ltd. Shenzhen Branch after the end of the stock market trading on the afternoon of February 8, 2022.
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 date of issuance of this legal opinion, the firm and its lawyers have strictly performed their statutory duties, followed the principles of diligence, good faith and full verification, 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.
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 examination and verification, we assume that 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; 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 relevant 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. Wang Hongyang’s public solicitation of entrusted voting rights, and shall not be used for any other purpose.
In accordance with the requirements of relevant laws and regulations and in accordance with the recognized business standards, ethics and the spirit of diligence and diligence in the lawyer industry, our lawyers issue the following legal opinions on the legal issues related to the company’s public solicitation of entrusted voting rights:
1、 Legal basis for soliciting voting rights
In accordance with the relevant provisions of the management measures and the entrustment of other independent directors of the company, Mr. Wang Hongyang, the independent director of the company, as the collector, publicly solicited the entrusted voting rights from all shareholders of the company for the proposals numbered 1.00, 2.00 and 3.00 considered at the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as “the general meeting of shareholders”) held on February 14, 2022, The voting opinions of the collector 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. According to the relevant provisions of the Interim Provisions on the solicitation of shareholders’ rights, 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、 Subject qualification of solicitors
Mr. Wang Hongyang, an independent director of the company, was recruited for the voting right. His basic information is as follows: Wang Hongyang, Chinese nationality, without overseas residency, born in August 1977, economist, Bachelor of economics, Shanghai University of Finance and economics. From July 1999 to September 2007, he served as Qingdao Aucma Co.Ltd(600336) securities affairs representative and deputy director of the office of the board of directors; From October 2007 to October 2012, he served as Yotrio Group Co.Ltd(002489) securities affairs representative and manager of securities department; From November 2011 to June 2013, concurrently served as Yotrio Group Co.Ltd(002489) human resources director; From October 2012 to now, he has served as Yotrio Group Co.Ltd(002489) deputy general manager and Secretary of the board of directors; Since September 2016, he has been an Changying Xinzhi Technology Co.Ltd(002664) independent director.
As of the date of issuance of this legal opinion, the collector has not held shares of the company, has not been punished for securities violations, and has 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 relationship between the collector and the proposals involved in the solicitation of voting rights.
According to the report on Changying Xinzhi Technology Co.Ltd(002664) independent directors’ public solicitation of entrusted voting rights (Announcement No.: 2022-004, hereinafter referred to as the “report on public solicitation of entrusted voting rights”) disclosed by Changying Xinzhi Technology Co.Ltd(002664) on January 25, 2022, In accordance with the relevant provisions of the management measures and the entrustment of other independent directors, Mr. Wang Hongyang, the collector, publicly solicited the entrusted voting rights from all shareholders of the company for the relevant proposals deliberated at the first extraordinary general meeting of shareholders in 2022 held on February 14, 2022, Mr. Wang hongyangxian 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、 Report on public solicitation of entrusted voting rights and solicitation scheme
The report 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 voting of the soliciter on the solicitation matters, the solicitation scheme, etc, The report on 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 report 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 stock market trading on the afternoon of February 8, 2022; The solicitation time is 9:00-12:00 and 14:00-17:00 on working days from February 9, 2022 to February 10, 2022; The solicitation is conducted in an open manner on the information disclosure media cninfo.com designated by the CSRC（ http://www.cn.info.com.cn. ）An announcement was issued 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 report on public solicitation of entrusted voting rights has been attached with the power of attorney for public solicitation of entrusted voting rights by Changying Xinzhi Technology Co.Ltd(002664) independent directors, which lists the names of various proposals and the period of entrustment at the shareholders’ meeting.
Our lawyers believe that the report 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 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 10, 2022, Changying Xinzhi Technology Co.Ltd(002664) independent director Mr. Wang Hongyang had not received the voting right entrustment from the 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
In conclusion, our lawyers believe that Mr. Wang Hongyang, an independent director of Changying Xinzhi Technology Co.Ltd(002664) , is qualified as the subject of the solicitation of voting rights, and there is no situation that he is not allowed to solicit voting rights as a soliciter in public as stipulated in the interim provisions; The report 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; Changying Xinzhi Technology Co.Ltd(002664) independent director Mr. Wang Hongyang’s solicitation of voting rights is legal and effective.
This legal opinion is made in triplicate, which takes effect after being sealed by the office and signed by the person in charge of the office and the witness lawyer.
(no text below)
(this page is the signature page of Beijing Deheng Law Firm’s legal opinions on matters related to Changying Xinzhi Technology Co.Ltd(002664) independent directors’ public solicitation of entrusted voting rights)
Beijing Deheng Law Firm
person in charge:
Wang Li
Witness lawyer:
Guang Xin Li
Witness lawyer:
Qi Hui
February 14, 2022
