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
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Beijing Jingtian Gongcheng law firm
About Hitevision Co.Ltd(002955)
Change of actual controller
Legal opinion
May, 2002
Beijing Jingtian Gongcheng law firm
About Hitevision Co.Ltd(002955)
Legal opinion on change of actual controller
According to the company law of the people's Republic of China (hereinafter referred to as the "company law"), the securities law of the people's Republic of China (hereinafter referred to as the "Securities Law"), the measures for the administration of the acquisition of listed companies (hereinafter referred to as the "measures for the administration of acquisition"), the stock listing rules of Shenzhen Stock Exchange (revised in 2022) (hereinafter referred to as the "Listing Rules") and other relevant laws, regulations and normative documents, Beijing Jingtian Gongcheng law firm (hereinafter referred to as "the firm") accepts the entrustment of Hitevision Co.Ltd(002955) (hereinafter referred to as " Hitevision Co.Ltd(002955) " or "the company") to issue this legal opinion on matters related to the change of the actual controller of the company.
With regard to the documents, materials and statements provided by the company, we and our lawyers have obtained the following guarantees from the company: 1. All signatures and seals on the documents are true;
2. The originals of all documents provided to the firm and its lawyers are true;
3. The copies of all documents provided to the firm and its lawyers are consistent with the original;
4. The facts stated in these documents are true, accurate and complete without omission and / or misleading. In order to issue this legal opinion, our lawyer hereby makes the following statement:
1. This legal opinion is issued in accordance with the applicable Chinese laws, regulations and normative documents based on the facts that have occurred or existed before the date of issuance of this legal opinion.
2. Our firm and our lawyers' understanding of the relevant facts involved in this legal opinion ultimately depends on the documents, materials and statements provided by the company to our firm and our lawyers, and the company has guaranteed its authenticity, accuracy and completeness to our firm and our lawyers.
3. We and our lawyers are convinced that there are no false records, misleading statements and major omissions in this legal opinion.
4. The firm and its lawyers agree to take the legal opinion as the unanimous action agreement for the withdrawal of relevant shareholders
It is intended to bear corresponding legal liabilities for this legal opinion.
5. For the facts that are crucial to this legal opinion and cannot be supported by independent evidence, the exchange relies on the supporting documents and relevant explanations issued by the company or other legal person, unincorporated organization or individual. The lawyer of our firm regards the above supporting documents and relevant explanations without other evidence as true and correct.
6. This legal opinion is only for the purpose of changing the actual controller of the company and shall not be used for any other purpose.
7. The company has carefully read this legal opinion and confirmed that the facts quoted or cited in this legal opinion are true, accurate and complete without any false or misleading statements or conclusions.
Based on the above, the exchange now issues the following legal opinions for the change of the actual controller of the company:
1、 Partial dissolution of the original joint control relationship
In January 2019, Xing Xiuqing, Xing Zheng, Wang Jing, hongdacheng Co., Ltd. (hereinafter referred to as "hongdacheng") and Zhang Shujiang jointly signed the agreement on concerted action (hereinafter referred to as "the original agreement on concerted action"), which agreed that the general meeting of shareholders of the company When making resolutions, the board of directors shall take concerted action in accordance with the provisions of the original unanimous action agreement. The original agreement on concerted action shall be valid for 36 months from the date of listing of the company's shares. Upon expiration of the term of validity, if all parties have no objection, the original agreement on concerted action will be automatically extended for three years. Accordingly, Xing Xiuqing, Xing Zheng and Wang Jing, acting in concert, are the joint actual controllers of the company. Zhang Shujiang is the concerted action person of the company's joint actual controller.
Approved by the reply on approving Hitevision Co.Ltd(002955) initial public offering (zjxk [2019] No. 839) of China Securities Regulatory Commission and approved by Shenzhen Stock Exchange, the company's initial public offering shares will be listed and traded on Shenzhen Stock Exchange from May 23, 2019. According to the provisions of the original unanimous action agreement, the original unanimous action agreement is valid for 36 months from the date of listing of the company's shares. Therefore, the original unanimous action agreement expires on May 22, 2022.
On May 22, 2022, Wang Jing issued a notice on withdrawing from the agreement on concerted action to Xing Xiuqing, Xing Zheng, Zhang Shujiang, hongdacheng and Hitevision Co.Ltd(002955) and Wang Jing confirmed to withdraw from the original agreement on concerted action
The concerted action relationship between Xing Xiuqing, Xing Zheng, Zhang Shujiang and hongdacheng was terminated on May 22, 2022. After withdrawing from the original unanimous action agreement, Wang Jing, as a shareholder of the company, will independently enjoy and exercise the rights of shareholders and / or directors and perform the obligations of relevant shareholders and / or directors in accordance with relevant laws, regulations, normative documents and the articles of association.
Our lawyers believe that the notice on withdrawing from the agreement on concerted action issued by Wang Jing is the true expression of his intention, and its content does not violate the provisions of relevant laws, regulations, normative documents and the articles of association. Wang Jing withdrew from his concerted action relationship with Xing Xiuqing, hongdacheng, Zhang Shujiang and Xing Zheng, and Wang Jing is no longer one of the actual controllers of the company.
2、 Change of actual controller
(I) identification of actual controller after the change of concerted action relationship
On May 23, 2022, Xing Xiuqing, hongdacheng, Zhang Shujiang and Xing Zheng jointly signed the agreement on concerted action, which agreed to take concerted action in accordance with the agreement when dealing with matters related to the operation and development of the company and required to be resolved by the general meeting of shareholders and the board of directors in accordance with the company law and other relevant laws and regulations and the articles of association. The agreement on concerted action is valid for 12 months from the date of signing the agreement on concerted action.
Accordingly, the actual controller of the company was changed from Xing Xiuqing, Xing Zheng and Wang Jing to Xing Xiuqing and Xing Zheng. Zhang Shujiang is still the concerted action of the actual controller.
(II) factual basis for determining the actual controller of the company
The factual basis for identifying Xing Xiuqing and Xing Zheng as the actual controllers of the company is as follows:
1. Upon the inspection of our lawyers, Xing Xiuqing holds 98.05% of the shares of hongdacheng; According to the detailed data sheet of top n consolidated general accounts and margin trading credit accounts issued by China Securities Depository and Clearing Co., Ltd. as of May 20, 2022, hongdacheng holds 40982799 shares of the company, accounting for 17.44% of the total share capital of the company. Therefore, Xing Xiuqing controls 17.44% of the voting rights of the company through hongdacheng.
2. According to the detailed data sheet of top n consolidated general accounts and margin trading credit accounts issued by China Securities Depository and Clearing Co., Ltd. as of May 20, 2022, Xing Zheng holds 32110693 shares of the company, accounting for 13.66% of the total share capital of the company.
3. Xing Xiuqing holds 73093492 shares of the company through hongdacheng and Xing Zheng under their control, accounting for 31.1% of the total share capital of the company. Xing Xiuqing and Xing Zheng jointly control 31.1% of the voting rights of the company.
4. According to the following documents signed by Xing Xiuqing and Xing Zheng, they have been acting in concert since 2019:
(1) Xing Xiuqing, hongdacheng, Xing Zheng, Wang Jing and Zhang Shujiang signed the original concerted action agreement in January 2019. Based on this agreement, Xing Xiuqing, Xing Zheng and Wang Jing are the actual controllers of the company and Zhang Shujiang is the concerted action person of the actual controllers;
(2) Xing Xiuqing, hongdacheng, Xing Zheng and Zhang Shujiang signed the agreement on concerted action on May 23, 2022. Based on the agreement, Xing Xiuqing and Xing Zheng are the actual controllers of the company and Zhang Shujiang is the person acting in concert of the actual controllers.
5. Xing Xiuqing and Xing Zheng are brothers. Xing Xiuqing is currently the chairman and legal representative of the company. For a long time, Xing Xiuqing and Xing Zheng have a significant impact on the general meeting of shareholders, the board of directors and major business decisions of the company, play an important role in the nomination, appointment and removal of directors and senior managers, play a leading role in the company's business policy, business decisions, daily operation and major business management items, and can actually control the company's business behavior. (III) legal basis for determining the actual controller of the company
According to Article 216 of the company law, the actual controller refers to the person who is not a shareholder of the company but can actually control the company's behavior through investment relations, agreements or other arrangements.
According to Article 84 of the measures for the administration of acquisitions, the company is deemed to have the control right of the listed company under any of the following circumstances: (1) the investor is the controlling shareholder holding more than 50% of the shares of the listed company; (2) Investors can actually control more than 30% of the voting rights of the shares of the listed company; (3) Investors can decide the election of more than half of the members of the board of directors of the company by actually controlling the voting rights of the shares of the listed company; (4) The voting rights of the listed company's shares that investors can actually control are enough to have a significant impact on the resolutions of the company's general meeting of shareholders; (5) Other circumstances recognized by the CSRC. According to paragraph (IV) of article 15.1 of the listing rules, the actual controller refers to the natural person, legal person or other organization that can actually control the company's behavior through investment relationship, agreement or other arrangements.
In conclusion, our lawyers believe that the agreement on concerted action signed by Xing Xiuqing, hongdacheng, Zhang Shujiang and Xing Zheng is the true expression of intention of all parties, and its content does not violate the provisions of relevant laws, regulations, normative documents and the articles of association. Since Wang Jing issued the notice on withdrawing from the agreement on concerted action on May 22, 2022 and Xing Xiuqing, hongdacheng, Zhang Shujiang and Xing Zheng signed the agreement on concerted action on May 23, 2022, the actual controller of the company has been changed from Xing Xiuqing, Xing Zheng and Wang Jing to Xing Xiuqing and Xing Zheng. Zhang Shujiang is the person acting in concert with the actual controller of the company.
3、 Concluding observations
In conclusion, our lawyers believe that:
1. On May 22, 2022, the content of the notice on withdrawing from the agreement on concerted action issued by Wang Jing to Xing Xiuqing, Xing Zheng, Zhang Shujiang, hongdacheng and Hitevision Co.Ltd(002955) does not violate the relevant provisions of laws, administrative regulations, departmental rules, normative documents and the articles of association, and is legal and effective.
2. On May 23, 2022, the content of the agreement on concerted action signed by Xing Xiuqing, hongdacheng, Zhang Shujiang and Xing Zheng does not violate the relevant provisions of laws, administrative regulations, departmental rules, normative documents and the articles of association, and is legal and effective.
3. Since May 23, 2022, the actual controller of the company has been changed from Xing Xiuqing, Xing Zheng and Wang Jing to Xing Xiuqing and Xing Zheng. Zhang Shujiang is the person acting in concert with the actual controller of the company.
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(there is no text on this page, which is the signature and seal page of the legal opinion of Beijing Jingtian Gongcheng law firm on the change of Hitevision Co.Ltd(002955) actual controller)
Beijing Jingtian Gongcheng law firm (seal)
Principal of law firm (signature):
Yang Zhao
Handling lawyer (signature):
Yao Peihua
Handling lawyer (signature):
Ye Zhen
May 23, 2022
