34th floor, office building 3, Huamao center, No. 77 Jianguo Road, Chaoyang District, Beijing 100025
34/F, Tower 3, China Central Place, 77 Jianguo Road, Beijing 100025, China
T:（86-1058091000 F:（86-1058091100
Beijing Jingtian Gongcheng law firm
About Hitevision Co.Ltd(002955)
Public solicitation of entrusted voting rights by independent directors
Legal opinion
Beijing Jingtian Gongcheng law firm (hereinafter referred to as “the firm”) accepts the entrustment of Hitevision Co.Ltd(002955) Co., Ltd. (hereinafter referred to as ” Hitevision Co.Ltd(002955) ” or “the company”), in accordance with the company law of the people’s Republic of China (hereinafter referred to as “the company law”) and the securities law of the people’s Republic of China (hereinafter referred to as “the securities law”) which are currently effective and applicable The measures for the administration of equity incentive of listed companies (hereinafter referred to as the “measures”) and the Interim Provisions on the administration of public solicitation of shareholders’ rights of listed companies (hereinafter referred to as the “Interim Provisions”) and other relevant laws and regulations, Matters related to the solicitation of voting rights from all shareholders of the company for proposals related to the stock option incentive plan considered at the 2021 annual general meeting of the company held on May 18, 2022 (hereinafter referred to as “The solicitation of voting rights” or “the solicitation of voting rights”), issue this legal opinion.
In order to issue this legal opinion, our lawyers reviewed the Hitevision Co.Ltd(002955) 2022 stock option incentive plan (Draft), documents of the board of directors, independent opinions of independent directors, instructions on the entrustment of independent directors, identity documents of the collector, announcement of Hitevision Co.Ltd(002955) on the public solicitation of entrusted voting rights by independent directors and other documents that our lawyers think need to be reviewed, And checked and verified the relevant facts and materials by querying the public information of government departments.
1. Our lawyer promises to express legal opinions based on the facts that have occurred or existed before the date of issuance of this legal opinion, the current laws and regulations of China and the relevant provisions of the CSRC and relevant competent authorities and departments, as well as the understanding of the facts and the law.
2. The exchange has received written confirmation and commitment from the company and Mr. Li Xiaowei, an independent director, who has provided the exchange with the original written materials, copies, copies or oral testimony required for the issuance of this legal opinion.
3. This legal opinion is only for the purpose of the public solicitation of voting rights by Mr. Li Xiaowei, the independent director of the company, and shall not be used for any other purpose without the written consent of the exchange.
4. The exchange agrees to take this legal opinion as the necessary legal document for the company to solicit voting rights this time, report it together with other application materials, and bear corresponding legal liabilities for this legal opinion according to law. Based on the above, in accordance with the requirements of relevant laws and regulations and in accordance with the business standards, ethics and the spirit of diligence recognized by the Chinese lawyer industry, this legal opinion on Hitevision Co.Ltd(002955) this solicitation is issued as follows:
1、 Legal basis for independent directors to solicit voting rights
In accordance with the relevant provisions of the management measures and the entrustment of other independent directors of the company, Mr. Li Xiaowei, the independent director of the company, as the soliciter, considered some proposals for the 2021 annual general meeting of shareholders of the company (hereinafter referred to as the “general meeting of shareholders”) held on May 18, 2022, including proposal 20 on the company’s 2022 stock option incentive plan (Draft) and its summary Proposal 21 on the management measures for the implementation and assessment of the company’s stock option incentive plan in 2022 and proposal 22 on submitting the general meeting of shareholders to authorize the board of directors to handle matters related to the stock option incentive plan publicly solicit entrusted voting rights from all shareholders of the company. The 12th meeting of the second board of directors held on April 27, 2022 considered and approved the above proposal, and the independent directors expressed their independent opinions on the relevant proposal.
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.
In accordance with the provisions of the securities law, the Interim Provisions and the articles of association, the independent directors of the company can act as the soliciter to publicly solicit shareholders’ voting rights by themselves or by entrusting securities companies and securities service institutions. According to Article 36 of the administrative measures, independent directors shall solicit the entrusted voting rights from all shareholders for the equity incentive plan.
Our lawyers believe that 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、 Qualification of solicitors
According to the announcement of Hitevision Co.Ltd(002955) on public solicitation of entrusted voting rights by independent directors announced by the company on April 28, 2022, the soliciter, Mr. Li Xiaowei, publicly solicited the entrusted voting rights from all shareholders of the company in accordance with the relevant provisions of the management measures and the entrustment of other independent directors.
The basic information of the recruiter, Mr. Li Xiaowei, is as follows:
Li Xiaowei, male, born in 1964, Chinese nationality, doctor of Institute of computing technology, Chinese Academy of Sciences. He is now a researcher of Institute of computing technology, Chinese Academy of Sciences, executive deputy director of State Key Laboratory of computer architecture, Professor of University of Chinese Academy of Sciences, Honorary Professor of Jinling Institute of science and technology, Hitevision Co.Ltd(002955) independent director, director of Zhongke Yusu (Beijing) Technology Co., Ltd. and director of Zhongke Jianxin (Beijing) Technology Co., Ltd. He has successively served as a visiting scholar at the University of Hong Kong and Nara University of advanced science and technology in Japan and an associate professor in the Department of computer science at Peking University. Mr. Li Xiaowei has won the “National Technological Invention Award” and the “national scientific and Technological Progress Award”, the honorary titles of “national excellent scientific and technological worker”, “young and middle-aged expert with outstanding contributions”, the “Excellent Communist Party member” and “excellent teacher” of the Chinese Academy of Sciences.
The collector, Mr. Li Xiaowei, currently does not hold 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.
Mr. Li Xiaowei, the collector, 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 interest relationship with the directors, senior managers, major shareholders and their affiliates of the company and with this solicitation.
The collector, Mr. Li Xiaowei, does not have the following circumstances under which he shall not publicly solicit voting rights as a collector according to Article 3 of the Interim Provisions:
(I) being banned from the securities market by the CSRC and still in the prohibition period;
(II) being subject to administrative punishment by the CSRC within the last 36 months, or being publicly condemned by the stock exchange within the last 12 months;
(III) being placed on file for investigation by judicial organs due to suspected crimes or being placed on file for investigation by CSRC due to suspected violations of laws and regulations, and there is no clear conclusion;
(IV) being sentenced to criminal punishment for corruption, bribery, misappropriation of property, misappropriation of property or undermining the order of the socialist market economy, less than five years after the expiration of the execution period, or being deprived of political rights due to a crime, less than five years after the expiration of the execution period;
(V) other circumstances under which public solicitation is not allowed as stipulated by laws, administrative regulations and the CSRC. In conclusion, our lawyers believe that Mr. Li Xiaowei, the collector, has the subject qualification of public solicitation of voting rights, which is in line with the provisions of the Interim Provisions.
3、 Announcement and scheme on solicitation
The lawyers of the firm reviewed the announcement of Hitevision Co.Ltd(002955) on the public solicitation of entrusted voting rights of independent directors, which includes the solicitors’ compliance with the public solicitation statement, the basic information of the company and the solicitation matters, the basic information of the shareholders’ meeting, the basic information of the solicitors, the votes of the solicitors on the solicitation matters, the solicitation scheme, etc, The Hitevision Co.Ltd(002955) announcement on public solicitation of entrusted voting rights of independent directors shall be signed by the soliciter and submitted to the convener for disclosure in the designated media.
According to the announcement of Hitevision Co.Ltd(002955) on public solicitation of entrusted voting rights of independent directors, this solicitation of entrusted voting rights is carried out publicly free of charge. The objects of this solicitation of voting rights are all shareholders registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. and who have gone through the registration procedures for attending the meeting after the end of the stock market trading on the afternoon of May 11, 2022; The solicitation time is from May 12, 2022 to May 13, 2022 (9:00-12:00 a.m. and 13:00-17:30 p.m.); The securities times and the China Securities Regulatory Commission will disclose the information on www.info.cn A notice was issued on the to solicit voting rights. In addition, the announcement of Hitevision Co.Ltd(002955) on public solicitation of entrusted voting rights of independent directors specifies the procedures and steps of this solicitation of voting rights.
A power of attorney has been attached to Hitevision Co.Ltd(002955) the announcement on the public solicitation of entrusted voting rights by independent directors, which lists the names of various proposals, voting opinions, validity period of authorization and entrustment, etc.
The lawyers of the firm believe that the announcement of Hitevision Co.Ltd(002955) on the public solicitation of entrusted voting rights of independent directors 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 provisions of the Interim Provisions.
4、 This solicitation complies with the provisions of Article 4 of the Interim Provisions
After the lawyers of the firm reviewed the announcement of Hitevision Co.Ltd(002955) on public solicitation of entrusted voting rights of independent directors and confirmed in writing by the solicitors, the solicitation was carried out in strict accordance with the requirements of the administrative measures and the Interim Provisions, and there was no abuse of public solicitation to harm the legitimate rights and interests of others, no false statements, insider trading, manipulation of the securities market and other illegal acts. Article 4 where the paid solicitation does not comply with the provisions of the Interim Provisions, the paid solicitation shall be conducted in a disguised form.
5、 Voting rights solicitation and exercise results
According to the confirmation of the collector, Mr. Li Xiaowei, as of 17:30 on May 13, 2022, Mr. Li Xiaowei has not received the entrustment of voting rights from shareholders.
After verification, our lawyers believe that the results of this solicitation and exercise of voting rights comply with the provisions of the Interim Provisions.
6、 Concluding observations
To sum up, our lawyers believe that Mr. Li Xiaowei, the independent director of the company, has the subject qualification of soliciting voting rights this time, and there is no situation that he is not allowed to solicit voting rights publicly as a soliciter as stipulated in the interim provisions; The announcement of Hitevision Co.Ltd(002955) on the public solicitation of entrusted voting rights of independent directors 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; Mr. Li Xiaowei, the independent director of the company, has legally and effectively solicited voting rights.
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Signature page
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Beijing Jingtian Gongcheng law firm
Signature page of legal opinion on public solicitation of entrusted voting rights by Hitevision Co.Ltd(002955) independent directors
Beijing Jingtian Gongcheng law firm (seal)
Person in charge (signature):
Yang Zhao
Handling lawyer (signature):
Yao Peihua
Handling lawyer (signature):
Ma Xiumei
May 18, 2022
