Beijing Guantao Zhongmao (Hangzhou) law firm
about
Inquiry letter on entrusted financial management of Essence Information Technology Co.Ltd(688555) (Tianjin) Technology Co., Ltd. issued by Shanghai Stock Exchange
of
Special legal opinion
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January 2002
interpretation
Unless otherwise specified in this legal opinion according to the context, the following words shall have the following meanings when used in this legal opinion:
Essence Information Technology Co.Ltd(688555) . The company refers to Essence Information Technology Co.Ltd(688555) (Tianjin) Technology Co., Ltd
The inquiry letter issued by Shanghai Stock Exchange on December 27, 2021 refers to the inquiry letter on entrusted financial management of Essence Information Technology Co.Ltd(688555) (Tianjin) Technology Co., Ltd
Zhejiang Jinchun, subsidiary Zhejiang Jinchun Information Technology Co., Ltd
Xinyuan asset refers to Xinyuan Asset Management Co., Ltd
Bank Of Shanghai Co.Ltd(601229) means Bank Of Shanghai Co.Ltd(601229)
Asset management index of Xintong No. 1 asset management plan and Xinyuan Xintong No. 1 single asset management plan
Tongli contract (Contract No.: Xinyuan assets No. 201197)
Asset management index of Xinfu No. 3 asset management plan and Xinyuan Xinfu No. 3 single asset management plan
Tongli contract (Contract No.: Xinyuan assets No. 201201)
Company law means the company law of the people’s Republic of China
Securities Law means the securities law of the people’s Republic of China
The Listing Rules refer to the Listing Rules of Shanghai Stock Exchange on the science and innovation board
The Administrative Measures refer to the administrative measures for information disclosure of listed companies
This legal opinion is the special legal opinion of Beijing Guantao Zhongmao (Hangzhou) law firm on the inquiry letter on entrusted financial management of Essence Information Technology Co.Ltd(688555) (Tianjin) Technology Co., Ltd. of Shanghai Stock Exchange
This office refers to Beijing Guantao Zhongmao (Hangzhou) law firm
Yuan means RMB yuan
Beijing Guantao Zhongmao (Hangzhou) law firm about
Special legal opinion of Shanghai Stock Exchange on inquiry letter on entrusted financial management of Essence Information Technology Co.Ltd(688555) (Tianjin) Technology Co., Ltd
To: Essence Information Technology Co.Ltd(688555) (Tianjin) Technology Co., Ltd
Beijing Guantao Zhongmao (Hangzhou) law firm is entrusted by Essence Information Technology Co.Ltd(688555) (Tianjin) Technology Co., Ltd. in accordance with the company law, the securities law, the listing rules, the administrative measures and other relevant laws, regulations and normative documents, as well as the relevant provisions of the articles of association, and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, This special legal opinion is issued on the inquiry letter on entrusted financial management of Essence Information Technology Co.Ltd(688555) (Tianjin) science and Technology Co., Ltd. (SSE Kechuang Gong Han [2021] No. 0132) (hereinafter referred to as the “inquiry letter”) issued by Shanghai Stock Exchange on December 27, 2021.
This special legal opinion only asks lawyers to check the occurrence and changes of this transaction in the inquiry letter, whether there is a factual basis for the contents of the company’s announcement, and the company’s opinions on the possible liabilities or risks for breach of contract of relevant matters, but does not make any verification or issue any opinions on other issues.
The exchange issues legal opinions in accordance with the facts that have occurred or exist before the issuance date of this special legal opinion and the provisions of China’s current laws, regulations and normative documents. The exchange does not guarantee that any new occurrence or disclosure of facts after the issuance of this special legal opinion will not affect the conclusion of the exchange in this special legal opinion.
In order to issue this special legal opinion, the exchange consulted the documents that the exchange considered necessary for issuing this special legal opinion, inquired about relevant matters and held necessary discussions with relevant personnel.
In order to ensure the authenticity, accuracy and legitimacy of the relevant conclusions of this special legal opinion, the exchange has reviewed the documents related to the issuance of this special legal opinion and obtained the following guarantee from Essence Information Technology Co.Ltd(688555) : it has provided the necessary, true and complete original written materials, copies There is no falsity, omission or concealment in the copied materials or oral testimony; The facts stated in the document are true, accurate and complete; If the documents are copies or copies, their contents shall be consistent with the original or the original; The documents and the signatures and seals on the documents are true; The signatories of all documents have full civil capacity, and their signing has been properly and effectively authorized; The validity of the original of each document has not been revoked by relevant government departments within its validity period, and is held by their respective legal holders on the date of issuance of this special legal opinion; All materials announced by the company on the designated information disclosure media are complete, sufficient and true, and there is no falsity, concealment or omission. For the facts that cannot be independently verified by the exchange, the exchange relies on the relevant certificates and explanations issued by Essence Information Technology Co.Ltd(688555) and other parties. This special legal opinion is only Essence Information Technology Co.Ltd(688555) for reference and use in reply to the inquiry letter, and shall not be used for any other purpose or purpose without the prior written consent of the exchange.
The firm has reviewed and verified the information, documents and relevant facts to be provided or disclosed due to the issuance of this special legal opinion in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, and issued this special legal opinion on this basis, as follows:
1、 Verification procedure
1. Check the Xintong No. 1 asset management contract and Xinfu No. 3 asset management contract provided by the company; 2. Obtain and view relevant payment vouchers;
3. Obtain and consult Xinyuan asset Xintong No. 1 single asset management plan (hereinafter referred to as “Xintong No. 1”) and Xinyuan asset Xinfu No. 3 single asset management plan (hereinafter referred to as “Xinfu No. 3”);
4. Interview the customer manager of Xinyuan assets to understand the background, process and contract terms of Xintong No. 1 asset management contract and Xinfu No. 3 asset management contract signed by the company and Xinyuan assets;
5. Obtain and consult the reply on entrusted financial management issued by Xinyuan assets;
6. Obtain and consult the application for lowering the total scale of installment payment of “Xinyuan asset Xintong No. 1 single asset management plan” and entrusted property, the application for lowering the total scale of installment payment of entrusted property of “Xinyuan asset Xinfu No. 3 single asset management plan” and the receipt issued by Xinyuan asset;
7. Screenshot of Fund Industry Association
Disclosure of interest;
9. Check the reply announcement of Essence Information Technology Co.Ltd(688555) on the inquiry letter on entrusted financial management of Essence Information Technology Co.Ltd(688555) (Tianjin) Technology Co., Ltd. of Shanghai Stock Exchange.
2、 Verification opinions
Question 1. The specific time when your company and its subsidiaries signed the 5 billion yuan entrusted financial management contract with Xinyuan Asset Management Co., Ltd., the signatories, the main terms, the agreement on liability for breach of contract, the respective amounts of Xintong No. 1 and Xinfu No. 3 contracts, and the information disclosure of the performance of the above transactions.
On December 1, 2020, Essence Information Technology Co.Ltd(688555) and Xinyuan Asset Management Co., Ltd. (hereinafter referred to as “Xinyuan asset”) and Bank Of Shanghai Co.Ltd(601229) (hereinafter referred to as ” Bank Of Shanghai Co.Ltd(601229) “) signed the asset management contract of Xinyuan asset Xintong No. 1 single asset management plan (Contract No.: Xinyuan asset 201197, hereinafter referred to as “Xintong No. 1 asset management contract”), The contract stipulates that Essence Information Technology Co.Ltd(688555) as the investor, Xinyuan assets as the manager and Bank Of Shanghai Co.Ltd(601229) as the custodian, establish the “Xinyuan assets Xintong No. 1 single asset management plan”. On the same day, Zhejiang Jinchun Information Technology Co., Ltd. (hereinafter referred to as “Zhejiang Jinchun”) and Xinyuan asset and Bank Of Shanghai Co.Ltd(601229) signed the asset management contract of Xinyuan asset Xinfu No. 3 single asset management plan (Contract No.: Xinyuan asset No. 201201, hereinafter referred to as Xinfu No. 3 asset management contract), which agreed that Zhejiang Jinchun was an investor, Xinyuan asset, as the manager and Bank Of Shanghai Co.Ltd(601229) as the custodian, established the “Xinyuan asset Xinfu No. 3 single asset management plan”.
1. Signing of asset management contract between the company and its subsidiary Zhejiang Jinchun and Xinyuan assets
Essence Information Technology Co.Ltd(688555) has disclosed the signing time, signatories and main terms of Xintong No. 1 asset management contract and Xinfu No. 3 asset management contract.
2. Agreement on liability for breach of contract in asset management contract
Essence Information Technology Co.Ltd(688555) the contents of the provisions on liability for breach of contract in Xintong No. 1 asset management contract and Xinfu No. 3 asset management contract have been disclosed.
According to the reply on entrusted financial management issued by the manager Xinyuan assets and the interview with our lawyers, Essence Information Technology Co.Ltd(688555) and Zhejiang Jinchun’s failure to pay 5 billion yuan of entrusted property do not violate the provisions of the contract, and there is no need to compensate other parties to the contract. As of the date of receipt of the contract claim No. 8555 and the legal opinion of Zhejiang Xinfu Asset Management Co., Ltd. on the breach of Contract No. 683 {No. 683} issued by the contract.
3. Respective amounts of Xintong No. 1 asset management contract and Xinfu No. 3 asset management contract
(1) According to the agreement in “(IV) installment delivery of entrusted property (closed products)” of “VII. Property of asset management plan” in Xintong No. 1 asset management contract and Xinfu No. 3 asset management contract, “the entrusted property is 5 billion yuan in total, which shall be paid in three years”
According to the written confirmation of the manager Xinyuan assets, the above 5 billion yuan refers to the total amount of circular cumulative investment. (2) According to the agreement of “VII. Property of asset management plan” (III) transfer of entrusted property “in Xintong No. 1 asset management contract and Xinfu No. 3 asset management contract,” the specific amount shall be subject to the amount actually delivered by the investor. “
According to the relevant payment vouchers provided by the company and the notice of arrival of entrusted property issued by the custodian Bank Of Shanghai Co.Ltd(601229) , the entrusted property actually delivered by Essence Information Technology Co.Ltd(688555) is 80 million yuan, and the entrusted property actually delivered by Zhejiang Jinchun is 40 million yuan.
(3) On December 22, 2021, Essence Information Technology Co.Ltd(688555) and Zhejiang Jinchun submitted to the manager the application for reducing the total scale of installment payment of entrusted property of “Xinyuan asset Xintong No. 1 single asset management plan” and the application for reducing the total scale of installment payment of entrusted property of “Xinyuan asset Xinfu No. 3 single asset management plan”, Xinyuan assets issued the receipt to confirm that the total scale of the entrusted property of “Xintong No. 1” was adjusted to 80 million yuan and the total scale of the entrusted property of “Xinfu No. 3” was adjusted to 40 million yuan, and the subsequent payment will not be continued.
4. Information disclosure of the above transactions
After verification by our lawyers, Essence Information Technology Co.Ltd(688555) the 10th meeting of the second board of directors held on March 19, 2020 and the 2019 annual general meeting held on April 7, 2020 passed the proposal on using idle funds for investment and financial management. As the company was not listed at that time, the resolutions of the board of directors and the general meeting of shareholders were not disclosed.
The total amount of self owned assets of Tianjin Hexin Financial Management Co., Ltd. was disclosed in the report of Tianjin Hexin Financial Management Co., Ltd. (No. 85551} in 2020, with a total amount of RMB 6.855 million) on March 1, 2024.
On December 28, 2021, Essence Information Technology Co.Ltd(688555) disclosed the progress announcement of Essence Information Technology Co.Ltd(688555) (Tianjin) Technology Co., Ltd. on entrusted financial management, which made it clear that the total circulating cumulative investment of entrusted property of Xintong No. 1 and Xinfu No. 3 was adjusted to 80 million yuan and 40 million yuan.
Question 2. Your company said that the general meeting of shareholders held on April 7, 2020 considered and approved the proposal on using idle raised funds for investment and financial management, and planned to use a single investment of no more than 300 million yuan for investment and financial management. The general meeting of shareholders authorized the board of directors to exercise decision-making power within the above amount. The asset management scale of 5 billion yuan far exceeds the investment and financial management quota of 300 million yuan granted to the board of directors by the general meeting of shareholders on April 7, 2020. Please explain whether the signing of the above contract is reviewed by the board of directors and the general meeting of shareholders as required. If not, please explain the decision-making procedures and decision-makers.
On March 19, 2020, the company held the 10th meeting of the second board of directors and passed the proposal on using idle funds for investment and financial management, agreeing to use some of its own idle funds for entrusted financial management and other investment businesses in 2020, including but not limited to purchasing financial products, trust products, carrying out entrusted loan business, participating in asset management plan Stock investment, bond purchase, futures investment, financial derivative investment and other investment businesses in line with national regulations shall not exceed RMB 300000000 for a single transaction, and the cumulative capital use limit shall not exceed RMB 300000000. Within the above limit, the capital can be used on a rolling basis. The above proposal was also considered and passed at the 2019 annual general meeting of shareholders.
As mentioned in the reply to the above question, 50% of the assets involved in the two asset management contracts
