Hunan Qiyuan law firm
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Shandong Oriental Ocean Sci-Tech Co.Ltd(002086)
Shareholders of Hunan Youhe Shenzhou equity investment partnership (limited partnership) publicly solicit voting rights
Legal opinion
410007, 63 / F, Shimao global financial center, 393 Jianxiang Road, Furong district, Changsha
Tel: (0731) 82953-778 Fax: (0731) 82953-779
Website: www.qiyuan.com com.
To: Hunan Youhe Shenzhou equity investment partnership (limited partnership)
Hunan Qiyuan law firm (hereinafter referred to as “the firm”) accepts the entrustment of Hunan Youhe Shenzhou equity investment partnership (limited partnership) (hereinafter referred to as “Hunan Youhe”, “partnership” or “soliciter”) and, in accordance with 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 standards for the governance of listed companies, 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, regulations, normative documents and the relevant provisions of the Shandong Oriental Ocean Sci-Tech Co.Ltd(002086) articles of Association (hereinafter referred to as the “articles of association”), Hunan Youhe issued a legal opinion on soliciting the voting rights of the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as the “general meeting of shareholders”) from the shareholders of social public shares other than Hunan Youhe who hold Shandong Oriental Ocean Sci-Tech Co.Ltd(002086) (hereinafter referred to as “the company” and “Oriental Ocean”) shares after the closing of the market on January 11, 2022. The firm and its lawyers have strictly performed their statutory duties and followed the principles of diligence and good faith 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), and the facts that have occurred or exist before the date of issuance of the legal opinion, Sufficient verification has been conducted to ensure that the facts identified in the legal opinion are true, accurate and complete, that the concluding opinions issued are legal and accurate, and that there are no false records, misleading statements or major omissions, and bear corresponding legal responsibilities. 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.
We have been guaranteed by the partnership that all documents and relevant materials provided by the partnership to our lawyers 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 the original. The signatories of all documents submitted to us have full civil capacity, And its 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 Hunan Youhe to solicit the voting rights of the general meeting of shareholders from all target shareholders, and shall not be used for any other purpose.
Based on the above, we hereby issue the following legal opinions:
1、 Legal basis for soliciting voting rights
The solicitation of voting rights is conducted by Hunan Youhe, the shareholder of Dongfang ocean, as the soliciter, to all shareholders of the company except Hunan Youhe
The shareholders of the company issued an invitation to solicit voting rights for the proposal considered at the first extraordinary general meeting of shareholders of Dongfang ocean in 2022 held on January 17, 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 standards for the governance of listed companies and the Interim Provisions, the board of directors, independent directors and qualified shareholders of listed companies may solicit their voting rights at the general meeting of shareholders from the shareholders of listed companies. The solicitation of voting rights shall be conducted free of charge, and the information shall be fully disclosed to the solicitors.
According to Article 63 of the articles of association, shareholders can attend the shareholders’ meeting in person or entrust agents to attend and vote on their behalf.
In conclusion, the exchange believes that shareholders have the right to entrust agents to attend the general meeting of shareholders and exercise their voting rights on their behalf. Hunan Youhe obtained the authorization of shareholders by soliciting voting rights. There is a corresponding legal basis for exercising the voting rights in accordance with the authorization of entrusted shareholders at the general meeting of shareholders.
2、 Subject qualification of solicitors
Hunan Youhe, the shareholder of Dongfang ocean, is the person collecting voting rights this time. The basic information is as follows:
Hunan Youhe now holds the business license with the unified social credit code of 91430700ma4q8ncg1d issued by the market supervision and Administration Bureau of Changde LiuYe Lake tourist resort. The enterprise type is limited partnership, the executive partner is shenzhouwalker Asset Management Co., Ltd., and the registered capital is 120 million yuan, The domicile is No. 0601, building B, model I, LiuYe Lake Qingke fund Town, Daijiagang community, Qiliqiao street, LiuYe Lake Tourist Resort, Changde. The business scope is: investment with own funds. (it is not allowed to engage in financial businesses such as absorbing public deposits or absorbing public deposits in a disguised form and issuing loans) (for projects subject to approval according to law, business activities can be carried out only with the approval of relevant departments).
As of the date of issuance of this legal opinion, Hunan Youhe holds 100000000 shares of Dongfang ocean, with a shareholding ratio of 13.22%.
According to the statement issued by the partnership and the verification of our lawyers, as of the date of issuance of this legal opinion, Hunan Youhe has no following circumstances in which it is not allowed to publicly solicit voting rights:
(I) the measures taken by the CSRC to prohibit entry into the securities market are 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, and less than five years have elapsed since the expiration of the execution period, or being deprived of political rights due to a crime, and less than five years have elapsed since the expiration of the execution period; (V) other circumstances that may not be publicly solicited as stipulated by laws, administrative regulations and the CSRC.
In conclusion, the exchange believes that as of the date of issuance of this legal opinion, Hunan Youhe, as the collector, has the subject qualification of soliciting voting rights this time.
3、 Approval of this solicitation of voting rights
After verification by our lawyers, the executive partner of Hunan Youhe made a decision on January 8, 2022 and agreed that Hunan Youhe, as the collector, would publicly solicit voting rights from the target shareholders on the proposals considered at the general meeting of shareholders.
Accordingly, the exchange believes that the decision made by the executive partner of Hunan Youhe to agree to the solicitation of voting rights complies with relevant laws and regulations and the provisions of the partnership agreement of Hunan Youhe, and the solicitation of voting rights has obtained the necessary approval. 4、 Report on solicitation of voting rights and solicitation scheme
After verification by our lawyers, the report on solicitation of voting rights explains the basic information, shareholding, solicitation reasons, solicitation scheme and other matters of the solicitors, which is in line with relevant laws and regulations and the articles of association.
According to the report on solicitation of voting rights, the objects of this solicitation of voting rights are other social public shareholders of Dongfang Ocean except Hunan Youhe registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. as of the equity registration date (i.e. January 11, 2022); The solicitation time is before January 16, 2022; The solicitation is the proposal considered at the first extraordinary general meeting of shareholders of the company in 2022; The method of solicitation is free and voluntary, and the public announcement is used to solicit voting rights. At the same time, the report on solicitation of voting rights specifies the solicitation procedures and other matters of this solicitation of voting rights.
Accordingly, the exchange believes that the report on soliciting voting rights fully discloses the relevant matters involved in soliciting voting rights, and the content and form of the public solicitation scheme comply with the provisions of relevant laws and regulations and the articles of association.
5、 Power of attorney for the solicitation of voting rights
After verification by our lawyers, Hunan Youhe has drawn up the power of attorney for the solicitation of voting rights. The power of attorney lists the matters of authorization, the authority of authorization, the period of authorization limited to the latest shareholders’ meeting, shareholders’ information, etc.
Accordingly, the exchange believes that the content and form of the power of attorney comply with the provisions of the Interim Provisions and other relevant laws and regulations as well as the articles of association. After the power of attorney is signed by the client and confirmed to be effective by the witness lawyer of the company, it has legal effect on the client and the collector.
6、 Concluding observations
In conclusion, the exchange believes that Hunan Youhe has the subject qualification for the solicitation of voting rights; The contents and forms of the report on soliciting voting rights, the solicitation scheme and the power of attorney involved in the solicitation of voting rights comply with the provisions of relevant laws and regulations and the articles of Association; The solicitation of voting rights is legal and effective.
The original of this legal opinion is in triplicate, one of which is retained by the exchange and the other two are submitted to Hunan Youhe.
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