Notice of Beijing Zhonglun (Shenzhen) law firm on the first extraordinary general meeting of shareholders in Keshun Waterproof Technologies Co.Ltd(300737) 2022
Legal opinion
February, 2002
Floor 8-10, building a, Rongchao center, 6003 Yitian Road, Futian District, Shenzhen postcode: 518026
8-10/F, Tower A, Rongchao Tower, 6003 Yitian Road, Futian District, Shenzhen 518026, P.R.China
Tel: (86755) 3325 6666 Fax: (86755) 3320 6888 / 6889
Website: www.zhonglun.com com.
Beijing Zhonglun (Shenzhen) law firm
About Keshun Waterproof Technologies Co.Ltd(300737)
Of the first extraordinary general meeting of shareholders in 2022
Legal opinion
To: Keshun Waterproof Technologies Co.Ltd(300737)
In accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the rules for the general meeting of shareholders of listed companies (hereinafter referred to as the “rules for the general meeting of shareholders”) and other relevant laws and regulations, as well as the relevant provisions of the current articles of association of the company (hereinafter referred to as the “articles of association”), Beijing Zhonglun (Shenzhen) law firm (hereinafter referred to as “the firm”) accepts the entrustment of Keshun Waterproof Technologies Co.Ltd(300737) (hereinafter referred to as “the company”) to appoint lawyers to attend the first extraordinary general meeting of shareholders of the company in 2022 (hereinafter referred to as “the general meeting of shareholders”), and discuss the convening and convening procedures, convener qualification, attendance and non voting qualification of the general meeting of shareholders Give legal opinions on voting procedures and voting results.
1、 Convening and convening procedures of this general meeting of shareholders
In order to hold this general meeting of shareholders, the board of directors of the company announced the meeting notice on the specified information disclosure media on January 19, 2022, and announced the announcement on adding the interim proposal of the first extraordinary general meeting of shareholders in 2022 and the supplementary notice of the general meeting of shareholders on January 28, 2022. The aforesaid notice and announcement specify the convening method, time and place of the meeting, disclose the topics of the meeting, explain that shareholders have the right to attend and entrust agents to attend and exercise their voting rights, and clarify the registration method of the meeting, the stock registration date of shareholders who have the right to attend the meeting, the name and telephone number of the contact person of the meeting, Comply with the requirements of the rules of the general meeting of shareholders and the articles of association.
The meeting was conducted by combining on-site meeting and online voting. The on-site meeting of this meeting was held at No. 38, Hongqi Middle Road Industrial Zone, Ronggui, Shunde District, Foshan City at 14:30 p.m. on February 9, 2022. The time of 4 votes is 9:15-9:25, 9:30-11:30 and 13:00-15:00 on February 9, 2022. The time of voting through the Internet voting platform is 9:15-15:00 on February 9, 2022.
The exchange believes that the convening and convening procedures of this general meeting of shareholders comply with the provisions of the company law, the rules of general meeting of shareholders and the articles of association.
2、 Qualification of convener of this general meeting of shareholders
The general meeting of shareholders is convened by the board of directors of the company. The board of directors of the company is qualified to convene this general meeting of shareholders. 3、 Qualifications of the attendees and non voting participants of the general meeting of shareholders
(I) shareholders attending the general meeting
The general meeting of shareholders was held by combining on-site meeting and online voting. 78 shareholders and shareholders’ agents attended the general meeting of shareholders, representing 452626463 voting shares of the company, accounting for 39.4820% of the total voting shares of the company.
1. According to the register of shareholders, meeting register of on-site meeting, shareholder identity documents, power of attorney and other documents provided by the company, 17 shareholders and shareholder agents attended the on-site meeting, representing 366135364 shares with voting rights of the company. Verified by the lawyers of the firm, the shareholders and shareholders’ agents attending the on-site meeting are qualified to attend the general meeting of shareholders.
2. According to the final confirmation of the online voting system of the general meeting of shareholders of Shenzhen Stock Exchange, 61 shareholders voted through the online voting system of the general meeting of shareholders of Shenzhen stock exchange during the online voting period determined by the general meeting of shareholders of Shenzhen Stock Exchange, representing 88391099 voting shares of the company. The qualification of shareholders participating in online voting has been certified by the online voting system of the general meeting of shareholders of Shenzhen Stock Exchange. Our lawyers cannot verify the qualification of online voting shareholders. On the premise that the qualification of shareholders participating in online voting complies with the provisions of laws, regulations and normative documents such as the company law, the securities law, the rules of the general meeting of shareholders and the articles of association and the rules of procedure of the general meeting of shareholders, the relevant shareholders attending the meeting are qualified.
(II) other personnel attending or attending the meeting as nonvoting delegates
1. Directors of the company;
2. Supervisors of the company;
3. Secretary of the board of directors of the company;
4. Other senior managers of the company;
5. Our lawyer.
It is verified that the above personnel are legally qualified to attend or attend the general meeting of shareholders.
4、 Voting procedures and results of this general meeting of shareholders
The proposals considered at this shareholders’ meeting are consistent with the contents stated in the meeting notice. This shareholders’ meeting did not vote on the matters not listed in the meeting notice, nor did it modify the original proposal or propose to add a new proposal.
The general meeting of shareholders was voted by the combination of on-site voting and online voting. The on-site meeting fulfilled all the agenda and voted on all proposals one by one in writing, and counted and monitored the votes according to the procedures specified in the articles of Association; Online voting is conducted through the online voting system according to the time period determined in the meeting notice. After the completion of on-site voting and online voting, the company consolidated and counted the voting results of on-site voting and online voting. The host announced the voting results at the meeting. The shareholders and shareholders’ agents attending the meeting did not raise objections to the voting results, and announced the voting results on the spot.
The voting results of the shareholders’ meeting on the proposal are as follows:
1. Proposal Name: proposal on Amending the company’s restricted stock incentive plan in 2021 (Draft) and some clauses in its abstract
Voting results: 4520463 shares agreed, 6000 against and 0 abstained. The number of approved shares accounts for 99.9987% of the total number of effective voting shares held by shareholders attending the general meeting of shareholders.
2. Proposal Name: proposal on Amending the company’s measures for the administration of the implementation and assessment of the restricted stock incentive plan in 2021
Voting results: 4520463 shares agreed, 6000 against and 0 abstained.
The number of approved shares accounts for 99.9987% of the total number of effective voting shares held by shareholders attending the general meeting of shareholders.
3. Proposal Name: proposal on by election of non independent directors of the third board of directors of the company
Voting results: 4520463 shares agreed, 6000 against and 0 abstained. The number of approved shares accounts for 99.9987% of the total number of effective voting shares held by shareholders attending the general meeting of shareholders.
4. Proposal Name: proposal on changing the registered capital and amending the articles of association and authorizing the board of directors to handle industrial and commercial changes
Voting results: 4520463 shares agreed, 6000 against and 0 abstained. The number of approved shares accounts for 99.9987% of the total number of effective voting shares held by shareholders attending the general meeting of shareholders.
The exchange believes that the voting procedures of this general meeting of shareholders comply with the provisions of the company law, the rules of general meeting of shareholders and the articles of association, and the voting results are legal and valid.
5、 Conclusion
To sum up, the exchange believes that the convening and convening procedures of this general meeting of shareholders comply with the provisions of the company law, the rules of general meeting of shareholders and the articles of Association; The convener of the meeting is qualified to convene the general meeting of shareholders; The personnel attending and attending the meeting as nonvoting delegates are legally qualified; The voting procedures of this general meeting of shareholders comply with the provisions of the company law, the rules of general meeting of shareholders and the articles of association, and the voting results are legal and valid.
This legal opinion is made in three originals.
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