Fujian Yuanda law firm
About Xiamen Xindeco Ltd(000701)
Legal opinions on matters related to public solicitation of voting rights by independent directors
To: Xiamen Xindeco Ltd(000701) independent director Mr. Cheng Wenwen
In accordance with 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”), 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 and regulations According to the relevant provisions of the normative documents and the Xiamen Xindeco Ltd(000701) articles of Association (hereinafter referred to as the “articles of association”), Fujian Yuanda law firm (hereinafter referred to as the “firm”) accepts the entrustment of Mr. Cheng Wenwen, an independent director of Xiamen Xindeco Ltd(000701) (hereinafter referred to as the “company”), This legal opinion is issued on the matters related to the independent directors soliciting the voting rights of the company’s annual general meeting of shareholders held on May 18, 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 and going through the registration procedures for attending the meeting after the closing of the market on the afternoon of May 11, 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), other laws, regulations and normative documents, as well as the facts that have occurred or exist before the date of issuance of this legal opinion, the firm and its handling lawyers have strictly performed their statutory duties, followed the principles of diligence, good faith and full verification, Ensure that the facts identified in the 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 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 review and verification, the institute assumes 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;
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. Cheng Wenwen’s public solicitation of voting rights, and shall not be used for any other purpose.
In accordance with 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, the legal opinions issued by the exchange are as follows:
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. Cheng Wenwen, the independent director of the company, as the collector, publicly solicited voting rights from all shareholders of the company for the proposals numbered 8.00, 9.00 and 10.00 considered at the annual general meeting of shareholders of 2021 (hereinafter referred to as the “general meeting of shareholders”) held on May 18, 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 voting rights from all shareholders on the equity incentive plan. In accordance with 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
Mr. Cheng Wenwen, an independent director of the company, is the person who collects voting rights this time. His basic information is as follows: Cheng Wenwen, male, born in June 1964, holds a doctoral degree and is an associate professor of business administration. At present, he is an independent director of the company, associate professor of Xiamen University School of management, Xiamen Tungsten Co.Ltd(600549) independent director, Xiamen Faratronic Co.Ltd(600563) independent director, independent director of Zhangzhou Yabao Electronics Co., Ltd., and independent director of Xiamen hengrongxing Information Technology Co., Ltd. He once served as the (external) director of Xiamen Qijun IOT Technology Co., Ltd. Mr. Cheng Wenwen has been an independent director of the company since May 2020. He has not been punished for securities violations and has not been involved in major civil litigation or arbitration related to economic disputes.
According to the announcement of Xiamen Xindeco Ltd(000701) independent directors on public solicitation of voting rights (Announcement No.: 202230, hereinafter referred to as the “announcement of public solicitation of voting rights”) disclosed by the company on April 27, 2022, Mr. Cheng Wenwen, the collector, is entrusted by other independent directors in accordance with the administrative measures, the securities law, the rules of the general meeting of shareholders of listed companies, the Interim Provisions and other relevant provisions, In view of the proposal on equity incentive considered by the company’s annual general meeting of shareholders in 2021 held on May 18, 2022, Mr. Cheng Wenwen publicly solicited voting rights from all shareholders of the company. Mr. Cheng Wenwen is not allowed to solicit voting rights as a soliciter as stipulated in Article 3 of the Interim Provisions.
To sum up, our lawyers believe that the subject qualification of the solicitor meets the relevant provisions of the Interim Provisions and has the subject qualification of publicly soliciting voting rights.
3、 Announcement on public solicitation of voting rights and solicitation scheme
The lawyers of the firm reviewed the announcement on public solicitation of voting rights, which includes the solicitation matters, the basic information of the general meeting of shareholders, the basic information of the soliciter, the soliciter’s voting opinions on the solicitation matters, the solicitation scheme, etc. the announcement on public solicitation of 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 voting rights, this solicitation of voting rights is free
The voting rights are solicited in public. The objects of this solicitation are all shareholders of the company who have been registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. and have gone through the registration procedures for attending the meeting after the closing of the market on the afternoon of May 11, 2022; The collection time is from May 12, 2022 to May 17, 2022 (9:00-11:30 a.m. and 14:00-17:00 p.m. every day); The solicitation method is to open the information on the information disclosure media http://www.cn.info.com.cn Make an announcement on the to solicit voting rights.
In addition, the announcement on public solicitation of voting rights specifies the procedures and steps of this solicitation of voting rights. The power of attorney of Xiamen Xindeco Ltd(000701) independent directors for public solicitation of voting rights has been attached to the announcement of public solicitation of voting rights, which lists the names of various proposals, duration of entrustment and other contents of the general meeting of shareholders.
Our lawyers believe that the announcement of public solicitation of 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 result
According to the confirmation of the independent director, as of 17:00 on May 17, 2022, Mr. Cheng Wenwen, the independent director of the company, had not received the entrustment of voting rights 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. Cheng Wenwen, 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 on public solicitation of 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; Mr. Cheng Wenwen, the independent director of the company, has legally and effectively solicited voting rights. (no text below)
(there is no text on this page, which is the signature page of Fujian Yuanda law firm’s legal opinion on matters related to Xiamen Xindeco Ltd(000701) independent directors’ public solicitation of voting rights)
person in charge:
Zou Yi
Handling lawyer:
Deng Zaiqiang
Handling lawyer:
Yao Xinghui
May 18, 2022
