Hengxing Technology (002132): Beijing Junzhi Law Firm’s Legal Opinion on the First Extraordinary General Meeting of Shareholders of Henan Hengxing Technology Co., Ltd. in 2024 – CFi.CN China Finance Network

Original title: Hengxing Technology: Beijing Junzhi Law Firm’s Legal Opinion on the First Extraordinary General Meeting of Shareholders of Henan Hengxing Technology Co., Ltd. in 2024

Beijing Junzhi Law Firm
About Henan Hengxing Technology Co., Ltd.
Legal Opinion on the First Extraordinary General Meeting of Shareholders in 2024

To: Henan Hengxing Technology Co., Ltd.

Beijing Junzhi Law Firm (hereinafter referred to as the “firm”) accepted the entrustment of Henan Hengxing Technology Co., Ltd. (hereinafter referred to as the “company”) and assigned lawyers Deng Hongcheng and Huang Liaoxi to witness the company’s meeting on April 25, 2024. The first extraordinary shareholders’ meeting in 2024 (hereinafter referred to as the “shareholders’ meeting”).

During the review of relevant documents, the company guarantees that the documents and explanations it submitted to the Exchange are true, accurate, and complete, and that it has provided the necessary documentation or oral testimony to issue this legal opinion. It also guarantees that the relevant duplicate materials or photocopies provided by it are consistent with the original materials.

Our lawyers comply 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”), and the Rules of Shareholders’ Meetings of Listed Companies (Revised in 2022) 》 (hereinafter referred to as the “Rules of the General Meeting of Shareholders”) and the requirements of the Articles of Association of Henan Hengxing Technology Co., Ltd. (hereinafter referred to as the “Articles of Association”), regarding the convening, holding procedures, and persons attending the meeting of the company’s shareholders’ meeting Issue legal opinions on matters related to qualifications, new proposals, voting procedures and other matters.

The Exchange agrees to use this legal opinion as a statutory document for the announcement of this general meeting of shareholders, and submit it to the Shenzhen Stock Exchange for announcement together with the company’s other announcement documents.

In accordance with the recognized business standards, ethics and diligence of the legal industry, our lawyers have verified and verified the documents and relevant facts provided by the company, and hereby issue a legal opinion as follows:
1. Convening and convening procedures of this general meeting of shareholders
1. After verification by our lawyers, the company’s shareholders’ meeting was proposed and convened by the board of directors. The notice to convene this shareholders’ meeting was published in “China Securities Journal”, “Securities Times”, “Shanghai Securities News” and “Securities Daily” on April 10, 2024. 》 and Juchao Information Network (www.cninfo.com.cn) made the announcement. The above-mentioned announcement sets out the basic situation of the meeting, matters to be considered at the meeting, voting precautions for the shareholders’ meeting, attendees of the meeting, and other matters.

2. This general meeting of shareholders will adopt a combination of on-site voting and online voting. The equity registration date is: April 22, 2024.

3. The on-site meeting time of this general meeting of shareholders will start at 14:30 on April 25, 2024. The on-site meeting location will be the conference room on the seventh floor of the office building of Henan Hengxing Technology Co., Ltd.

4. The online voting system for the on-site shareholders’ meeting is the Shenzhen Stock Exchange Internet voting system.

The start and end time of online voting: 9:15 to 15:00 on April 25, 2024. The specific time for online voting through the Shenzhen Stock Exchange trading system is 9:15-9:25 and 9 on April 25, 2024. :30-11:30, 13:00-15:00; the specific time for online voting through the Shenzhen Stock Exchange is any time between 9:15-15:00 on April 25, 2024.

At 14:30 on April 25, 2024, the on-site shareholders’ meeting was held in the conference room on the seventh floor of the office building of Henan Hengxing Technology Co., Ltd., and was presided over by Mr. Xie Xiaobo, chairman of the company. The actual time, location and other matters of the on-site meeting are consistent with those disclosed in the notice of the general meeting of shareholders.

Our lawyers believe that the convening and procedures of this general meeting of shareholders complied with the laws, administrative regulations, the Articles of Association and the Rules of the General Meeting of Shareholders.

2. Qualifications of persons attending this general meeting of shareholders and the convenor
(1) Qualifications of personnel attending this general meeting of shareholders
According to the “Company Law”, “Securities Law”, “Articles of Association” and the notice of this shareholders’ meeting, the persons attending this shareholders’ meeting are:
1. As of the market close on the afternoon of April 22, 2024, all shareholders of the company registered in the Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. have the right to participate in this shareholders’ meeting and exercise voting rights; shareholders of the company can also authorize others (the authorized person does not have to Shareholders of the Company) attend the meeting and vote on their behalf; shareholders who cannot attend the on-site meeting can also participate in online voting during online voting hours.

After the lawyers of our firm checked the signatures and power of attorney of shareholders and shareholders’ proxies attending this shareholders’ meeting, it was found that there were 9 shareholders and proxies attending this shareholders’ meeting on site, representing 341,962,146 shares with voting rights, accounting for the total number of shares of the company. 24.3989%.

According to the final confirmation of the Shenzhen Stock Exchange’s trading system and Internet voting system, a total of 17 shareholders participated in the online voting at this meeting, representing 4,107,498 shares with voting rights, accounting for 0.2931% of the company’s total share capital.

Based on the shareholder list provided by China Securities Depository and Clearing Co., Ltd. Shenzhen Branch, our lawyers checked the identity certificates, authorization certificates and shareholder registration information of the shareholders and shareholders’ agents who attended the meeting. The shareholders are the shareholders recorded in the shareholder list on the equity registration date of this shareholders’ meeting. They comply with the provisions of relevant laws, regulations and the “Articles of Association” and have the right to review and vote on the resolutions of this shareholders’ meeting.

2.Other persons attending this general meeting of shareholders
The company’s directors, supervisors, senior managers, etc. attended the on-site meeting of the general meeting of shareholders. Lawyers from our firm attended the on-site meeting of the general meeting of shareholders and issued legal opinions.

After verification by our lawyers, the qualifications of the persons attending this shareholders’ meeting are legal and valid.

(2) Qualifications of the convener of this general meeting of shareholders
This shareholders’ meeting was convened by the company’s board of directors, and its qualifications as the convener of this shareholders’ meeting are legal and valid.

3. Regarding the proposal of new proposals
At this shareholders’ meeting, the proposals reviewed were all those listed in the notice and announcement of the shareholders’ meeting. There were no new proposals proposed by shareholders individually or collectively holding more than 3% of the shares.

4. Voting procedures and results of this shareholders’ meeting
1. According to the testimony of our lawyers, the on-site meeting of the general meeting of shareholders was voted by registered voting. The shareholders and agents present at the meeting voted on the proposals included in the agenda of the general meeting of shareholders.

2. After review by our lawyers, the matters actually reviewed at the on-site shareholders’ meeting were consistent with the proposals announced by the company’s board of directors in the meeting notice. There were no modifications to the proposals during the meeting’s review process, which complied with the “Shareholders’ Meeting Rules”. Regulations.

3. Based on the review by our attorneys, the in-person meeting fulfilled the entire agenda and voted in writing.

This voting method complies with the provisions of the “Rules of Shareholders’ Meeting” and the “Articles of Association”.

4. According to the testimony of our lawyers, the following resolutions were passed at this general meeting of shareholders through on-site and online voting: 1. “Proposal on the Closing and Termination of Raised Investment Projects and the Permanent Replenishment of Liquidity with the Surplus (Residual) Raised Funds”
Voting results: 345,449,944 shares were approved, accounting for 99.8209% of the shares held by shareholders with voting rights present at the meeting (including online voting); 619,700 shares were opposed, accounting for 0.1791% of the shares held by shareholders with voting rights present at the meeting (including online voting); 0 shares abstained (Among them, 0 shares abstained by default due to non-voting), accounting for 0% of the shares held by shareholders with voting rights present at the meeting (including online voting).

Proposal 2. “Proposal on Extension of the Duration of the Second Employee Stock Ownership Plan”
Related shareholders have abstained from voting during the review of the proposal, and the number of shares they hold is not included in the number of shares with valid voting rights for the proposal.

Voting results: 103,580,661 shares were approved, accounting for 99.4053% of the shares held by shareholders with voting rights present at the meeting (including online voting); 619,700 shares were opposed, accounting for 0.5947% of the shares held by shareholders with voting rights present at the meeting (including online voting); 0 shares abstained (Among them, 0 shares abstained by default due to non-voting), accounting for 0% of the shares held by shareholders with voting rights present at the meeting (including online voting).

The proposals reviewed at this shareholders’ meeting are all ordinary resolution matters, and were passed by more than 1/2 of the voting rights held by shareholders (including shareholders’ agents) who have attended the shareholders’ meeting.

Our lawyers believe that the voting methods and voting procedures of this shareholders’ meeting comply with the relevant provisions of the Company Law and other laws and regulations and the Articles of Association. According to the voting results, the resolutions of this meeting have been reviewed and approved by the shareholders’ meeting, and the voting results of the meeting are legal and valid.

5. Concluding comments
To sum up, our lawyers believe that: the convening and convening procedures of this shareholders’ meeting, the qualifications of the attendees and convener, and the meeting review and voting procedures are all in compliance with laws, regulations, normative documents and the Articles of Association. The meeting The voting results are legal and valid.

The Firm agrees to use this legal opinion as one of the necessary documents for the company’s shareholders’ meeting and for use at the company’s shareholders’ meeting. It may not be used for any other purpose or use without the firm’s consent.

One original and one copy of this legal opinion.
(This page has no text, but is the signature page of the legal opinion of Henan Hengxing Technology Co., Ltd.’s first extraordinary general meeting of shareholders in 2024)

Lawyer in charge of Beijing Junzhi Law Firm

Person in charge: Xu Mingjun and Deng Hongcheng:

Huang Liaoxi:

April 25, 2024

China Finance Network