Guohao law firm (Nanjing)
about
Nanjing Public Utilities Development Co.Ltd(000421)
independent director
Matters related to the public solicitation of entrusted voting rights
Legal opinion
Floor 7-8, block B, 309 Hanzhongmen street, Nanjing, Jiangsu, China (210036)
7-8/F, Block B, 309 Hanzhongmen Da jie, Nanjing, China, 210036
Tel: + 86-25-89660900 Fax: + 86-25-89660966
Website: http://www.grandall.com.cn.
February 2022
Guohao law firm (Nanjing)
About Nanjing Public Utilities Development Co.Ltd(000421)
Matters related to the public solicitation of entrusted voting rights by independent directors
Legal opinion
To: Nanjing Public Utilities Development Co.Ltd(000421) independent director Mr. Ye bangyin
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 Nanjing Public Utilities Development Co.Ltd(000421) articles of Association (hereinafter referred to as the “articles of association”), Guohao law firm (Nanjing) (hereinafter referred to as “the firm”) accepts the entrustment of Mr. Ye bangyin, an independent director of Nanjing Public Utilities Development Co.Ltd(000421) (hereinafter referred to as “the company”), 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”), Issue this legal opinion.
In accordance with the relevant laws and regulations of the securities law and the measures for the administration of securities firms (hereinafter referred to as the “measures for the administration of securities firms”) and other relevant laws and regulations, This legal opinion is issued in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, based on the facts and the law.
For the issuance of this legal opinion, our lawyer hereby makes the following statement:
(I) in accordance with the provisions of the securities law, the practice measures and the practice rules and the facts that have occurred or exist before the date of issuance of this legal opinion, the exchange and its handling lawyers have strictly performed their statutory duties, followed the principles of diligence and good faith, and conducted sufficient verification and verification to ensure that the facts identified in this legal opinion are true, accurate and complete, The concluding opinions issued are legal and accurate, without false records, misleading statements or major omissions, and shall bear corresponding legal liabilities.
(II) our lawyers only express their opinions on the legality and compliance of matters related to the solicitation of voting rights, and our lawyers do not express their opinions on other issues.
(III) the company and Mr. Ye bangyin have guaranteed that they have provided the lawyers of this firm with true, complete and effective original written materials, copies or oral testimony necessary for the issuance of this legal opinion. (IV) the lawyer of the firm requires to check the original documents (the sources of documents include but are not limited to: provided by the company and Mr. Ye bangyin, obtained by the lawyer of the firm, issued by the government department, provided by a third party, etc.). For documents that cannot obtain the original due to special reasons, the lawyer of the firm requires to obtain a copy stamped with the seal of the issuing unit or the company, And comprehensively judge the authenticity and validity of these copies in combination with other documents.
(V) our lawyer has not authorized any unit or individual to make any explanation or explanation on this legal opinion. (VI) this legal opinion is only for the purpose of Mr. Ye bangyin’s public solicitation of proxy voting rights, and shall not be used for any other purpose without the written consent of the exchange.
In accordance with the company law, the securities law and other relevant laws and regulations and the relevant provisions of the CSRC, our lawyers express the following opinions on relevant legal issues:
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. Ye bangyin, the independent director of the company, As the solicitor, he publicly solicited the entrusted voting rights from all shareholders of the company for the proposals numbered 1.00, 2.00, 3.00 and 4.00 considered by the first extraordinary general meeting of shareholders in Nanjing Public Utilities Development Co.Ltd(000421) 2022 (hereinafter referred to as “the general meeting”) held on February 14, 2022, and the voting opinions of the solicitor on all voting matters were “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、 About the qualification of the recruiter
Mr. Ye bangyin, an independent director of the company, is the person who collects voting rights this time. The basic information is as follows: ye bangyin, born in 1970, is a member of the Communist Party of China and has a doctor’s degree.
He used to be a teacher of International Medical Business School of China Pharmaceutical University and a teacher of Management Department of Nanjing population management cadre college. Now he is the vice president of Guofu intermediate audit College of Nanjing Audit University, vice president of Nanjing chamber of Commerce for accounting services, Duolun Technology Corporation Ltd(603528) independent director, Nanjing Hanrui Cobalt Co.Ltd(300618) independent director, independent director of Hangzhou Qianyang Technology Co., Ltd. and independent director of the company. At present, Mr. Ye bangyin has not been punished for securities violations and has not been involved in major civil litigation or arbitration related to economic disputes; Mr. Ye bangyin and his main immediate family members have not reached any agreement or arrangement on matters related to the equity of the company. As an independent director of the company, he has no beneficial relationship with the directors, senior managers, major shareholders and their affiliates of the company and with this solicitation.
According to the announcement of Nanjing Public Utilities Development Co.Ltd(000421) on public solicitation of entrusted voting rights of independent directors (Announcement No.: 2022-06, hereinafter referred to as “announcement of public solicitation of entrusted voting rights”) disclosed by the company on January 28, 2022, In accordance with the relevant provisions of the management measures and the entrustment of other independent directors, Mr. Ye bangyin, the collector, publicly solicited the entrusted voting rights from all shareholders of the company for the relevant proposals considered at the first extraordinary general meeting of shareholders in 2022 held on February 14, 2022, Mr. Ye bangyin 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 plan
The announcement on public solicitation of entrusted voting rights reviewed by the lawyers of the firm, including the statement of the solicitor, the basic information of the company and the solicitation matters, the basic information of the shareholders’ meeting, the basic information of the solicitor, the voting opinions and reasons of the solicitor 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 object of this solicitation of voting rights is the A-share shareholders registered in Shenzhen Branch of China Securities Depository and Clearing Corporation Limited after the end of stock market trading on the afternoon of February 9, 2022; The collection time is from February 10, 2022 to February 13, 2022 (9:00-11:30 a.m. and 13:30-17:00 p.m. every day); The information is disclosed on the website designated by China Securities Regulatory Commission (www.info. CN) A notice was issued on the 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 Nanjing Public Utilities Development Co.Ltd(000421) 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 13, 2022, Nanjing Public Utilities Development Co.Ltd(000421) independent director Mr. Ye bangyin 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
To sum up, our lawyers believe that Mr. Ye bangyin, an independent director of Nanjing Public Utilities Development Co.Ltd(000421) , has the subject qualification of soliciting voting rights this time, 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 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; Nanjing Public Utilities Development Co.Ltd(000421) Mr. Ye bangyin, an independent director of Development Co., Ltd., this solicitation of voting rights is legal and effective.
(no text below)
Signature page
(there is no text on this page, which is the signature page of legal opinions of Guohao law firm on matters related to Nanjing Public Utilities Development Co.Ltd(000421) independent directors’ public solicitation of entrusted voting rights)
This legal opinion is issued on February 14, 2021 in triplicate, without copies.
Guohao law firm (Nanjing)
Person in charge: Ma Guoqiang handling lawyer: Zhou Feng
Zhou Jiang
