Beijing Guantao Zhongmao law firm Xinsheng building, No. 5 Financial Street, Xicheng District, Beijing, China
19th floor, block B, guantaolawfirm
Postal Code: 100032
Tel：8610 66578066 Fax：8610 66578016 19/F, Tower B, Xin Sheng Plaza, No.5, Finance E-mail： [email protected]. Street, Beijing ,100032
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Beijing Guantao Zhongmao law firm
About Kede Numerical Control Co.Ltd(688305)
Legal opinion of the first extraordinary general meeting of shareholders in 2022
Guan Yi Zi (2022) No. 000567 to: Kede Numerical Control Co.Ltd(688305)
Beijing Guantao Zhongmao law firm (hereinafter referred to as “the firm”) accepts the entrustment of Kede Numerical Control Co.Ltd(688305) (hereinafter referred to as “the company”) and appoints lawyers to attend the first extraordinary general meeting of shareholders of the company in 2022 (hereinafter referred to as “the general meeting of shareholders”). The exchange has issued this legal opinion in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China and other relevant laws and administrative regulations, the rules for the general meeting of shareholders of listed companies (hereinafter referred to as the “rules”) and the current effective articles of association of the company.
This legal opinion is only used by the company for the purpose of this general meeting of shareholders, and shall not be used for any other purpose.
Our lawyer agrees to use this legal opinion as the announcement material of the company’s shareholders’ meeting and disclose it to the public together with other information to be announced. Our lawyers guarantee that there are no false records, seriously misleading statements and major omissions in this legal opinion, otherwise they are willing to bear corresponding legal liabilities.
In accordance with the requirements of Article 5 of the rules and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, our lawyers have verified and verified the documents and relevant facts provided by the company, and now issue the following legal opinions:
1、 On the convening and convening procedures of this general meeting of shareholders
1. The convening of this general meeting of shareholders is made by the board of directors of the company in accordance with the resolution of the 20th meeting of the second board of directors held on January 24, 2022.
2. On January 25, 2022, the company published Kede Numerical Control Co.Ltd(688305) notice on convening the first extraordinary general meeting of shareholders in 2022 on the information disclosure media designated by China Securities Regulatory Commission, notifying the convening of the general meeting of shareholders in the form of announcement.
The announcement specifies the convener, voting method, time and place of the shareholders’ meeting, matters to be considered at the meeting, matters needing attention in voting, participants of the meeting, registration method of the meeting, etc. The publication date of the announcement is 15 days from the date of the convening of the general meeting of shareholders.
3. The on-site meeting of the general meeting of shareholders of the company was held at 10:30 on February 9, 2022 in conference room 1, Tianfu street, Dalian Economic and Technological Development Zone, Liaoning Province. The meeting was presided over by Mr. Yu benhong, chairman of the company. The time, place and method of holding the general meeting of shareholders are consistent with the announcement.
The company has provided shareholders with online voting platform through the online voting system of the general meeting of shareholders of Shanghai Stock Exchange. Online voting time: the voting time through the trading system voting platform is the trading time period on the day of the general meeting of shareholders, i.e. 9:15-9:25, 9:30-11:30, 13:00-15:00; The voting time through the Internet voting platform is 9:15-15:00 on the day of the general meeting of shareholders.
In conclusion, the lawyers of the firm verified that the convening and convening procedures of the general meeting of shareholders comply with the provisions of relevant laws, administrative regulations, rules and the articles of association.
2、 On the qualifications of the convener and the personnel attending the general meeting of shareholders
1. Convener
The general meeting of shareholders is convened by the board of directors of the company.
2. Shareholders, shareholders’ representatives and entrusted agents attending the general meeting of shareholders
According to the notice of the shareholders’ meeting, as of the closing of the afternoon of January 27, 2022, the shareholders of the company registered in China Securities Depository and Clearing Co., Ltd. Shanghai branch or their agents entrusted in writing have the right to attend the shareholders’ meeting.
According to the verification of our lawyers, there were 7 shareholders, shareholder representatives and shareholder agents attending the on-site meeting of the general meeting of shareholders. The number of shares representing the company with voting rights was 46670200, accounting for 51.4442% of the total shares of the company.
According to the statistics and confirmation of the online voting system, there are 5 shareholders voting directly through the Internet during the online voting time, and the number of shares representing the company with voting rights is 20170200, accounting for 22.2335% of the total shares of the company.
To sum up, there are 12 shareholders, shareholder representatives and entrusted agents attending the general meeting of shareholders. The number of shares representing the company with voting rights is 66840400 shares, accounting for 73.6777% of the total shares of the company. They are all registered shareholders on the equity registration date. Among them, a total of 6 small and medium-sized investors participated in the shareholders’ meeting through on-site and online, and the number of shares representing the company with voting rights was 8570400, accounting for 9.4471% of the total shares of the company.
If the statistical data involved in this legal opinion is inconsistent with the mantissa of the relevant announcement information of the company, it is caused by rounding.
3. Persons attending and attending the general meeting of shareholders as nonvoting delegates
According to the notice of the shareholders’ meeting, the directors, supervisors and board secretaries of the company attended the shareholders’ meeting through the presence of New Coronavirus pneumonia and the video conference.
In conclusion, the lawyers of the firm have verified that the qualifications of the convener of the general meeting of shareholders and the personnel attending the general meeting of shareholders meet the relevant provisions of relevant laws, which are legal and effective.
3、 Voting procedures and results of the general meeting of shareholders
1. The following proposals were considered at the shareholders’ meeting:
(1) Proposal on the prediction of the company’s daily connected transactions.
2. The shareholders’ meeting adopted a combination of on-site voting and online voting to vote on the matters submitted to the shareholders’ meeting for consideration and listed in the announcement. The proposals of this shareholders’ meeting were counted and monitored in accordance with the procedures specified in the articles of association, and the voting results of online voting were obtained after the deadline of online voting. At the same time, separate statistics were made on the voting of small and medium-sized investors.
Based on the voting results of on-site voting and online voting, the deliberation results of this shareholders’ meeting are as follows:
(1) Proposal on the prediction of the company’s daily connected transactions;
26840400 shares agreed, accounting for 100.00% of the valid voting shares held by all shareholders attending the meeting; 0 dissenting shares, accounting for 0.0000% of the effective voting shares held by all shareholders attending the meeting; Abstain from 0 shares, accounting for 0.0000% of the effective voting shares held by all shareholders attending the meeting.
Voting of small and medium-sized investors attending the shareholders’ meeting: 8570400 shares were agreed, accounting for 100.00% of the total number of valid voting shares held by small and medium-sized investors attending the meeting; 0 dissenting shares, accounting for 0.0000% of the total number of valid voting shares held by small and medium-sized investors attending the meeting; Abstained 0 shares, accounting for 0.0000% of the total number of valid voting shares held by small and medium-sized investors attending the meeting.
The related shareholders of this proposal have avoided voting.
The above proposals have been effectively voted by the shareholders participating in the general meeting of shareholders.
3. The minutes of the meeting shall be signed by the chairman of the board of directors and the Secretary of the board of supervisors respectively.
In conclusion, the lawyer of the firm verified that the voting procedures and voting results of the general meeting of shareholders comply with the relevant provisions of relevant laws and are legal and effective.
4、 Conclusion
To sum up, our lawyers believe that the convening and convening procedures of the general meeting of shareholders of the company comply with the provisions of relevant laws, administrative regulations, rules and the articles of Association; The qualifications of the personnel attending the general meeting of shareholders and the convener are legal and valid; The voting procedures and results of this general meeting of shareholders are legal and effective. This legal opinion is made in two originals, with no text below, followed by the page of signature and seal.
(there is no text on this page, which is the signature and seal page of the legal opinion of Beijing Guantao Zhongmao law firm on the first extraordinary general meeting of shareholders in Kede Numerical Control Co.Ltd(688305) 2022)
Person in charge of the unit (signature):
Han Dejing
Handling lawyer (signature):
Hao Jingmei, Han Xu
Beijing Guantao Zhongmao law firm
February 9, 2022
