Guohao law firm (Beijing)
Legal opinion on Beijing Baolande Software Corporation(688058) independent directors’ public solicitation of entrusted voting rights
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BEIJING SHANGHAI SHENZHEN HANGZHOU GUANGZHOU KUNMING TIANJIN CHENGDU NINGBO FUZHOU XI’AN NANJING NANNING JINAN CHONGQING SUZHOU CHANGSHA TAIYUAN WUHAN GUIYANG URUMQI HONG KONG PARIS MADRID SILICON VALLEY STOCKHOLM NEWYORK
9th floor, Taikang financial building, No. 38, North East Third Ring Road, Chaoyang District, Beijing 100026
9/F, Taikang Financial Tower, 38 North Road East Third Ring, Chaoyang District, Beijing 100026, China
Tel: (+ 86) (10) 6589 0699 Fax: (+ 86) (10) 6517 6800
Website: www.grandall.com com. cn.
catalogue
interpretation…… 1. Legal basis for soliciting voting rights 3 II. Subject qualification of the collector 4. The solicitation of voting rights and the exercise results 5. Concluding comments six
interpretation
In this legal opinion, unless the context otherwise requires, the following words have the following meanings:
Beijing Baolande Software Corporation(688058) . The company refers to Beijing Baolande Software Corporation(688058)
This restricted stock incentive plan refers to Beijing Baolande Software Corporation(688058) 2020 restricted stock incentive plan
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 measures for the administration of equity incentive refers to the measures for the administration of equity incentive of listed companies
Equity incentive information disclosure refers to the business guide for information disclosure of listed companies on the science and Innovation Board No. 4 – equity incentive information disclosure
The Interim Provisions refer to the Interim Provisions on the administration of public solicitation of shareholders’ rights of listed companies
Articles of association means the Beijing Baolande Software Corporation(688058) articles of association
CSRC refers to the China Securities Regulatory Commission
Shanghai stock exchange refers to Shanghai Stock Exchange
This office refers to Guohao law firm (Beijing)
Tianjian certified public accountants refers to Tianjian Certified Public Accountants (special general partnership)
Yuan and 10000 yuan refer to RMB yuan and 10000 yuan
Guohao law firm (Beijing)
About Beijing Baolande Software Corporation(688058)
Matters related to the public solicitation of entrusted voting rights by independent directors
Legal opinion
Guo Hao Jing Zheng Zi [2022] No. 0105 to: Beijing Baolande Software Corporation(688058) independent director Mr. Zhang Wei
Entrusted by Beijing Baolande Software Corporation(688058) independent director Zhang Wei, the exchange, in accordance with the company law, the securities law, the measures for the administration of equity incentive, the Interim Provisions on the administration of the public solicitation of shareholders\’ rights of listed companies (hereinafter referred to as the “Interim Provisions on the solicitation of shareholders\’ rights”) and other laws, regulations, normative documents and relevant provisions of the articles of association, With regard to the matters related to the independent directors soliciting the voting rights of the company’s first extraordinary general meeting of shareholders in 2022 held on January 12, 2022 (hereinafter referred to as “this solicitation of voting rights”) from all the shareholders of the company registered in China Securities Depository and Clearing Co., Ltd. Shanghai Branch and having gone through the registration procedures for attending the meeting after the end of the transaction on January 7, 2022, Issue this legal opinion.
The firm and its handling lawyers have strictly performed their statutory duties 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), other laws, regulations and normative documents, as well as the facts that have occurred or exist before the issuance date of this legal opinion, Following the principles of diligence, good faith and full verification, we ensure that the facts identified in the legal opinion are true, accurate and complete, that the concluding opinions issued are legal and accurate, that there are no false records, misleading statements or major omissions, and bear the corresponding legal liabilities.
The company has provided authentic original written materials, duplicate materials or other oral materials deemed necessary by our lawyers to issue this legal opinion. The company guarantees that the above documents are true, accurate and complete; All signatures and seals on the documents are authentic; The copy is consistent with the original. For the fact that it is very important to issue this legal opinion and cannot be supported by independent evidence, our lawyers rely on the supporting documents issued by relevant government departments, companies or other relevant units to issue this legal opinion.
In order to issue this legal opinion, our lawyers consulted the documents related to the solicitation of voting rights, including relevant records, materials and explanations, and verified the relevant facts and legal matters related to the solicitation of voting rights.
Our lawyer has obtained the guarantee and commitment of Mr. Zhang Wei that all documents and relevant materials provided by Mr. Zhang Wei to the lawyer are true, complete and effective without any concealment, omission and falsehood. If the documents and materials are copies or copies, their contents are consistent with the original or original, The signatories of various 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. Zhang Wei’s public solicitation of voting rights, and shall not be used for any other purpose. The exchange agrees that the company shall quote the relevant contents of this legal opinion in the relevant documents prepared for the implementation of this public solicitation of voting rights, but the company shall not cause legal ambiguity or misinterpretation due to the quotation. The exchange agrees to take this legal opinion as a legal document for public disclosure, announce it together with other materials, and bear corresponding legal liabilities for this legal opinion.
In accordance with the requirements of 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, we hereby issue the following legal opinions: I. legal basis for soliciting voting rights
The solicitation of voting rights is that Mr. Zhang Wei, an independent director of the company, is entrusted by other independent directors as the soliciter to send an invitation to all shareholders except the incentive objects of the company’s restricted stock incentive plan or the shareholders associated with the incentive objects, Solicit voting opinions on the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as “the general meeting”) held on January 12, 2022.
According to the provisions of the company law, a shareholder may entrust a proxy to attend the general meeting of shareholders. The proxy shall submit a power of attorney to the company and exercise the voting right 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 shareholders’ meeting on their behalf, and exercise shareholders’ rights such as proposal right and voting right on their behalf. According to the relevant provisions of the measures for the administration of equity incentive, when a listed company holds a general meeting of shareholders to review the equity incentive plan, independent directors shall solicit entrusted voting rights from all shareholders on the equity incentive plan. According to 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、 Subject qualification of solicitors
The person soliciting voting rights this time is Mr. Zhang Wei, an independent director of the company. The basic information is as follows:
Mr. Zhang Wei, born in August 1968, Chinese nationality, has no permanent right of residence abroad and has a master’s degree. He served as the project manager of China Aviation Service Co., Ltd. from January 1999 to March 2000, the director of Beijing penglian Investment Consulting Co., Ltd. from April 2002 to May 2004, and the investment director of Beijing Zhongji wenbang Investment Co., Ltd. from June 2004 to January 2006, From January 2006 to August 2006, he served as the investment director of Beijing Huizhong Taide Investment Co., Ltd., from September 2006 to November 2007, he served as the Department Manager of Beijing aolanjide International Travel Agency Co., Ltd., and from November 2007 to July 2009, he served as the vice president of Beijing field venture capital Co., Ltd. (formerly known as Beijing Zhongji Hanbang Investment Co., Ltd.), Deputy general manager of Equity Investment Department of Bangxin Asset Management Co., Ltd. from August 2010 to September 2011, executive director of China new investment promotion Equity Investment Co., Ltd. from October 2011 to November 2012, deputy general manager of China Hisense Guarantee Co., Ltd. from August 2013 to July 2014, and deputy general manager of Beijing Hongshi Asset Management Co., Ltd. from September 2014 to March 2015, He served as deputy general manager of Beijing Guoyi Zhengtong Investment Fund Management Co., Ltd. from April 2015 to September 2016, deputy general manager of Beijing Hongshi Asset Management Co., Ltd. from October 2016 to January 2017, deputy general manager of Beijing Jiahe Zhengsheng Investment Fund Management Co., Ltd. from February 2017 to September 2018, and executive director of Beijing jianglai Guanghui Technology Co., Ltd. since July 2020. He has been an Beijing Baolande Software Corporation(688058) independent director since August 2021.
According to the statement issued by the collector and the Beijing Baolande Software Corporation(688058) announcement on the public solicitation of entrusted voting rights by independent directors announced by Beijing Baolande Software Corporation(688058) , the collector, Mr. Zhang Wei, in accordance with the relevant provisions of the measures for the administration of equity incentive and the entrustment of other independent directors, With regard to the public solicitation of shareholders’ entrusted voting rights for the proposals related to the restricted stock incentive plan in the first extraordinary general meeting of shareholders in Beijing Baolande Software Corporation(688058) 2022, Mr. Zhang Wei does not have the situation that he shall not publicly solicit voting rights as a soliciter as stipulated in Article 3 of the Interim Provisions, and promises to continuously meet the conditions as a soliciter from the solicitation date to the exercise date.
To sum up, our lawyers believe that the subject qualification of the collector meets the relevant provisions of the Interim Provisions and has the subject qualification of public solicitation of voting rights.
3、 Announcement on Beijing Baolande Software Corporation(688058) public solicitation of entrusted voting rights of independent directors and solicitation scheme
On December 25, 2021, Mr. Zhang Wei prepared the Beijing Baolande Software Corporation(688058) announcement on public solicitation of entrusted voting rights by independent directors (hereinafter referred to as the “announcement on public solicitation of entrusted voting rights”), including the statement of the soliciter, the basic information of the company, the basic information of the soliciter, the voting opinions and reasons on voting matters, the basic information of the general meeting of shareholders The solicitation plan and other contents, the announcement of public solicitation of entrusted voting rights shall be signed by the soliciter and submitted to the convener for announcement and disclosure in the designated media.
According to the announcement on public solicitation of entrusted voting rights, the objects of this solicitation of voting rights are all shareholders of the company who have been registered in China Securities Depository and Clearing Co., Ltd. Shanghai branch and gone through the registration procedures for attending the meeting after the transaction is completed on the afternoon of January 7, 2022; The collection time is from January 10, 2022 to January 11, 2022 (10:00-12:00 a.m. and 14:00-17:00 p.m.); The solicitation method is to be published on the website of Shanghai Stock Exchange (www.sse. Com. CN.) An announcement 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 Beijing Baolande Software Corporation(688058) independent directors to publicly solicit entrusted voting rights, which lists the names of various proposals, entrustment period, etc. of the general meeting of shareholders.
Our lawyers believe that 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 plan comply with the provisions of the Interim Provisions, relevant laws and regulations and the articles of association.
4、 Voting right solicitation and exercise results
According to the confirmation of the independent director, as of 17:00 on January 11, 2022, Beijing Baolande Software Corporation(688058) independent director Mr. Zhang Wei has not received the voting right entrustment from the shareholders.
Verified
