Beijing Deheng Law Firm
About Zhejiang Kan Specialities Material Co.Ltd(002012)
Of the first extraordinary general meeting of shareholders in 2022
Legal opinion
12 / F, block B, Fukai building, No. Financial Street Holdings Co.Ltd(000402) 19, Xicheng District, Beijing
Tel: 01052682888 Fax: 01052682999 zip code: 100033
Beijing Deheng Law Firm
About Zhejiang Kan Specialities Material Co.Ltd(002012)
Legal opinions of the first extraordinary general meeting of shareholders in 2022
Deheng 01g2021023203
To: Zhejiang Kan Specialities Material Co.Ltd(002012)
Zhejiang Kan Specialities Material Co.Ltd(002012) (hereinafter referred to as "the company") the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as "the meeting") was held on Monday, March 7, 2022. Beijing Deheng Law Firm (hereinafter referred to as "Deheng") is entrusted by the company to appoint lawyers to witness the meeting of the company. Affected by the epidemic of New Coronavirus pneumonia, the lawyers appointed by this institute witnessed the company's meeting by way of video, and in accordance with the securities law of the People's Republic of China (hereinafter referred to as the "Securities Law") and the People's Republic of China Company Law (hereinafter referred to as the "company law"). The China Securities Regulatory Commission has issued legal opinions on the convening, convening procedures, qualification of members attending the general meeting, voting procedures and other matters of the meeting in accordance with the rules for the general meeting of shareholders of listed companies (hereinafter referred to as the "rules for the general meeting") and the Zhejiang Kan Specialities Material Co.Ltd(002012) articles of Association (hereinafter referred to as the "articles of association"). In order to issue this legal opinion, lawyer Deheng attended the meeting by video and reviewed the following documents provided by the company, including but not limited to:
(I) articles of Association;
(II) Rules of procedure for Zhejiang Kan Specialities Material Co.Ltd(002012) shareholders' meeting;
(III) resolution of the 23rd Meeting of Zhejiang Kan Specialities Material Co.Ltd(002012) the 8th board of directors; (IV) resolution of the 16th meeting of Zhejiang Kan Specialities Material Co.Ltd(002012) the 8th board of supervisors; (V) on February 19, 2022, the company published in Shanghai Securities News, securities times and cninfo (www.cn. Info. Com. CN.) Notice of Zhejiang Kan Specialities Material Co.Ltd(002012) on convening the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as "Notice of general meeting of shareholders");
(VI) registration records and voucher materials of shareholders attending the meeting on site;
(VII) information on the voting of shareholders at the meeting;
(VIII) other documents of the meeting.
Lawyer Deheng is guaranteed as follows: the company has provided the materials that lawyer Deheng considers necessary for issuing this legal opinion, the original materials, copies, copies and other materials and oral testimony provided meet the requirements of authenticity, accuracy and completeness, and the relevant copies, copies and other materials are consistent with the original materials.
In this legal opinion, according to the rules of the general meeting of shareholders and the requirements of the company, lawyer Deheng only discusses whether the convening and convening procedures of the company's current meeting comply with the relevant provisions of laws, administrative regulations, the articles of association and the rules of the general meeting of shareholders, whether the qualifications of the attendees and conveners are legal and effective, and the voting procedures of the meeting Express opinions on whether the voting results are legal and effective, and do not express opinions on the contents of the proposals considered at this meeting and the authenticity and accuracy of the facts or data expressed in these proposals.
Deheng and Deheng lawyers have strictly performed their statutory duties, followed the principles of diligence, good faith and full verification 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 issuance date of this legal opinion, Ensure that the facts identified in this legal opinion are true, accurate and complete, the concluding opinions issued are legal and accurate, and there are no false records, misleading statements or major omissions, and are willing to bear corresponding legal liabilities.
This legal opinion is only for the purpose of witnessing the legitimacy of the matters related to this meeting of the company, and shall not be used for any other purpose.
According to the requirements of relevant laws and regulations, in accordance with the recognized business standards, ethics and the spirit of diligence and diligence in the lawyer industry, lawyer Deheng issued the following legal opinions on the legal issues related to the convening and holding of the company's meeting:
1、 Convening and procedures of this meeting
(I) convening of this meeting
1. According to the resolution of the 23rd Meeting of the 8th board of directors held on February 18, 2022, the board of directors of the company convened this meeting.
2. On February 19, 2022, the board of directors of the company published in Shanghai Securities News, securities times and cninfo (www.cn. Info. Com. CN.) The notice of the general meeting of shareholders was issued. The announcement date of the notice of the meeting has reached 15 days from the date of the meeting. The company's equity registration date is March 2, 2022, and the interval between the equity registration date and the date of the meeting is no more than 7 working days.
3. The above announcement lists the convener, time, method, attendees, place, registration method, contact person and contact information of the meeting, and fully and completely discloses the specific contents of all proposals.
Lawyer Deheng believes that the convening procedure of this meeting of the company complies with the relevant provisions of the company law, the rules of the general meeting of shareholders and other laws, regulations, normative documents and the articles of association.
(II) convening of this meeting
1. This meeting adopts the combination of on-site voting and online voting.
The on-site meeting was held at 14:30 p.m. on Monday, March 7, 2022 in room 306, floor 3, block h, No. 5, Shuguang Sili, Chaoyang District, Beijing. The actual time, place and method of this meeting are the same as those notified in the notice of the general meeting of shareholders.
The meeting provided online voting platform for shareholders of the company through the system of Shenzhen Stock Exchange. The voting time through the voting platform of the trading system of Shenzhen stock exchange is the trading time period on the day of the general meeting of shareholders, i.e. 9:15-9:25 a.m., 9:30-11:30 a.m. and 13:00-15:00 p.m. on March 7, 2022; The voting time through the Internet voting system of Shenzhen stock exchange is any time from 9:15 a.m. to 15:00 p.m. on March 7, 2022.
2. due to the infection of New Coronavirus pneumonia, miss Liu Xi, the chairman of the company, was unable to attend the business trip. The meeting deliberated on the proposals listed in the meeting notice.
The staff of the board of directors made records of the meeting on the spot.
3. There is no voting on matters not listed in the notice of convening this meeting. Lawyer Deheng believes that the actual time, place and contents of the meeting are consistent with those notified in the notice, and the convening and convening procedures of the meeting comply with the company law, the rules of the general meeting of shareholders and other laws, regulations, normative documents and the relevant provisions of the articles of association.
2、 Qualification of participants and convener of the meeting
(I) there are 3 shareholders and their authorized agents attending the on-site meeting and online voting, and the number of voting shares represented is 116913209, accounting for 250015% of the total voting shares of the company. Including: 1 A total of 1 shareholder and shareholder agent attended the on-site meeting, representing 116906309 shares with voting rights, accounting for 250000% of the total voting shares of the company.
Lawyer Deheng checked the business license, securities account card, power of attorney and other relevant documents of the shareholders or shareholder representatives attending the on-site meeting. The shareholders attending the on-site meeting are the shareholders recorded in the register of shareholders on the equity registration date of the meeting, and the power of attorney of the shareholder representatives is true and valid.
2. According to the online voting results of this meeting, there are 2 shareholders participating in the online voting of this meeting, and the number of voting shares represented is 6900 shares, accounting for 0.0015% of the total voting shares of the company. The qualification of shareholders who vote through the online voting system mentioned above shall be verified by the identity verification institution of Shenzhen Stock Exchange.
(2) some of the directors and supervisors of the company attended the meeting by video method because of the epidemic of New Coronavirus pneumonia. The Secretary of the board of directors of the company attended the meeting on site, some senior managers of the company attended the meeting as nonvoting delegates, and lawyer Deheng also attended and witnessed the meeting by video. These personnel are legally qualified to attend the meeting.
(III) this meeting is convened by the board of directors of the company, and its qualification as the convener of this meeting is legal and valid. Lawyer Deheng believes that the qualifications of the persons attending and attending the meeting as nonvoting delegates and the convener of the meeting are legal and valid, and comply with the relevant provisions of the company law, the rules of the general meeting of shareholders and other laws, regulations, normative documents and the articles of association.
3、 Voting procedure of this meeting
(I) the meeting adopted on-site voting and online voting to vote on the proposals of the meeting. According to the video witness of lawyer Deheng, the proposal considered at this meeting of the company is consistent with the deliberation items listed in the notice of the general meeting of shareholders, and there is no modification of the proposal notified at this meeting.
(II) in accordance with the provisions of the company law, the rules of the general meeting of shareholders and other relevant laws, regulations, normative documents and the articles of association, the shareholders' representative, the supervisor's representative and Deheng lawyer are jointly responsible for vote counting and supervision.
(III) after voting at this meeting, the company consolidated and summarized the voting results of this meeting, and the chairman of the meeting announced the voting results at the meeting site. Among them, the company counted the votes of small and medium-sized investors on relevant proposals separately and disclosed the voting results separately.
Lawyer Deheng believes that the voting procedures of this meeting of the company comply with the relevant provisions of the company law, the rules of the general meeting of shareholders and other laws, regulations, normative documents and the articles of association, and the voting procedures of this meeting are legal and effective.
4、 Voting results of this meeting
Combined with the voting results of the on-site meeting and the online voting results of this meeting, the voting results of this meeting are as follows:
1. The proposal on the general election of non independent directors of the ninth board of directors of the company shall be considered item by item by cumulative voting
1.01 deliberation on the proposal on electing Liu Xi as a non independent director of the ninth board of directors of the company
Voting results: 116906309 shares were approved, accounting for 999941% of the total number of valid voting shares held by shareholders and shareholder agents who attended the meeting and had the right to vote on the proposal.
Among them, the voting situation of small and medium-sized investors attending the meeting is: agree to 0 shares, accounting for 0.0000% of the number of effective voting shares of such shareholders.
According to the voting results, the proposal was passed. Ms. Liu Xi was elected as a non independent director of the ninth board of directors of the company, and her term of office is the same as that of the ninth board of directors.
1.02 deliberation on the proposal on electing ran Geng as a non independent director of the ninth board of directors of the company
Voting results: 116906309 shares were approved, accounting for 999941% of the total number of valid voting shares held by shareholders and shareholder agents who attended the meeting and had the right to vote on the proposal.
Among them, the voting situation of small and medium-sized investors attending the meeting is: agree to 0 shares, accounting for 0.0000% of the number of effective voting shares of such shareholders.
According to the voting results, the proposal was passed. Mr. ran Geng was elected as a non independent director of the ninth board of directors of the company, and his term of office was the same as that of the ninth board of directors.
1.03 deliberation on the proposal on electing Tu Kaixiang as a non independent director of the ninth board of directors of the company
Voting results: 116906309 shares were approved, accounting for 999941% of the total number of valid voting shares held by shareholders and shareholder agents who attended the meeting and had the right to vote on the proposal.
Among them, the voting situation of small and medium-sized investors attending the meeting is: agree to 0 shares, accounting for 0.0000% of the number of effective voting shares of such shareholders.
According to the voting results, the proposal was passed. Mr. Tu Kaixiang was elected as a non independent director of the ninth board of directors of the company, and his term of office was the same as that of the ninth board of directors.
1.04 deliberation on the proposal on electing Xu Bing as a non independent director of the ninth board of directors of the company
Voting results: 116906309 shares were approved, accounting for 999941% of the total number of valid voting shares held by shareholders and shareholder agents who attended the meeting and had the right to vote on the proposal.
Among them, the voting situation of small and medium-sized investors attending the meeting is: agree to 0 shares, accounting for 0.0000% of the number of effective voting shares of such shareholders.
According to the voting results, the proposal was passed. Mr. Xu Bing was elected as a non independent director of the ninth board of directors of the company, and his term of office is the same as that of the ninth board of directors.
1.05 deliberation on the proposal on electing Yang Zhaoyu as a non independent director of the ninth board of directors of the company
Voting results: 116906309 shares were approved, accounting for 999941% of the total number of valid voting shares held by shareholders and shareholder agents who attended the meeting and had the right to vote on the proposal.
Among them, the voting situation of small and medium-sized investors attending the meeting is: agree to 0 shares, accounting for 0.0000% of the number of effective voting shares of such shareholders.
According to the voting results, the proposal was passed. Mr. Yang Zhaoyu was elected as a non independent director of the ninth board of directors of the company, and his term of office is the same as that of the ninth board of directors.
1.06 deliberation on the proposal on electing Wang Bailang as a non independent director of the ninth board of directors of the company
Voting results: 116906309 shares were approved, accounting for 999941% of the total number of valid voting shares held by shareholders and shareholder agents who attended the meeting and had the right to vote on the proposal.
Among them, the voting situation of small and medium-sized investors attending the meeting is: agree to 0 shares, accounting for 0.0000% of the number of effective voting shares of such shareholders.
According to the voting results, the proposal was passed, and Mr. Wang Bailang was elected as a non independent director of the ninth board of directors of the company, with a term of office similar to that of the ninth board of directors
