Deheng 15g202104150002
Beijing Hengde law firm
about
Kelin Environmental Protection Equipment Inc(002499)
Of the first extraordinary general meeting of shareholders in 2022
Legal opinion
24 / F, building a, Guohua financial center building, No. 9 juxianyan square, jiangbeizui, Jiangbei District, Chongqing
Tel: 0236301220 Fax: 02363012211 zip code: 400024
To: Kelin Environmental Protection Equipment Inc(002499)
According to 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 other laws and regulations, as well as the provisions of the Kelin Environmental Protection Equipment Inc(002499) articles of Association (hereinafter referred to as the “articles of association”), Beijing Deheng (Chongqing) law firm accepts the entrustment of Kelin Environmental Protection Equipment Inc(002499) to appoint lawyer Tian Jing Lawyer Wu Zhilin (hereinafter referred to as “our lawyer”) attended the company’s first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as “this general meeting of shareholders”), and issued legal opinions on the convening and convening procedures of this general meeting of shareholders, the qualifications and procedures of attending the meeting, the qualifications and procedures of shareholders to put forward proposals, and the legality and effectiveness of the voting procedures of the meeting.
In order to issue this legal opinion, our lawyers attended the shareholders’ meeting and reviewed and verified the materials and documents involved. The company has guaranteed and promised the lawyers of the firm that the materials and documents provided to the lawyers of the firm are true, accurate and complete without major omissions.
Our lawyers only express legal opinions on the facts occurring before the date of issuance of this legal opinion and our lawyers’ understanding of relevant laws and regulations.
The lawyer of the firm agrees to announce this legal opinion as a necessary document of the company’s general meeting of shareholders, and bear the responsibility for the legal opinion issued according to law.
In accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, our lawyers have verified and verified the matters related to the shareholders’ meeting, and now issue the following legal opinions:
1、 Convening and convening procedures of this general meeting of shareholders
According to the notice issued by the company to the shareholders on March 15, 2022. The general meeting of shareholders was held at 3:30 p.m. on April 1, 2022 in the conference room of the company, building 1, Zijing Commercial Plaza, No. 121, Honghuang Road, longta street, Yubei District, Chongqing. It was presided over by the chairman of the company. The actual time and place of the shareholders’ meeting are consistent with the contents of the notice.
The chairman of the company presided over the shareholders’ meeting and completed the agenda of the meeting. The staff of the board of directors made records of the shareholders’ meeting on the spot and signed by the Secretary of the board of directors of the company.
After verification, our lawyers believe that the convening and convening procedures of this general meeting of shareholders comply with the provisions of the company law, the securities law and the current articles of association of the company.
2、 Qualifications of personnel attending the general meeting of shareholders
A total of 2 Shareholders’ representatives attended the shareholders’ meeting on site, representing 70100 shares, and 5 shareholders’ representatives attended the shareholders’ meeting on site by online voting, representing 35274985 shares and 35345085 shares, accounting for 18.70% of the total shares of the company. The board of directors, members of the board of supervisors, the Secretary of the board of directors and lawyers of the exchange attended the meeting, Some senior managers attended the shareholders’ meeting as nonvoting delegates. After verification, our lawyers believe that all shareholders and shareholders’ representatives have the legal qualification to attend the general meeting of shareholders and have the right to attend the general meeting of shareholders and exercise their voting rights. Other attendees comply with the provisions of the company law, the securities law and the current articles of association of the company.
3、 Proposal on this shareholders’ meeting
After verification by the lawyers of the exchange, the proposal of the shareholders’ meeting is the same as the notice of the meeting, and there is no case of rejecting, modifying the original proposal or proposing an interim proposal.
4、 Voting procedures of the general meeting of shareholders
The shareholders’ meeting deliberated on the matters listed in the notice and voted by open ballot and online voting. The shareholders’ representatives and supervisors counted the votes and announced the voting results on the spot. The following proposals were adopted at the shareholders’ meeting: 1 Passed the proposal on Kelin Environmental Protection Equipment Inc(002499) 2022 stock option incentive plan (Draft) and its summary
Voting results: 35179985 shares were approved, accounting for 99.53% of the valid voting shares held by shareholders and shareholder representatives attending the meeting; Against 165100 shares; Abstain 0 shares. 2. Passed the proposal on Kelin Environmental Protection Equipment Inc(002499) 2022 stock option incentive plan implementation assessment management measures
Voting results: 35179985 shares were approved, accounting for 99.53% of the valid voting shares held by shareholders and shareholder representatives attending the meeting; Against 165100 shares; Abstain 0 shares. 3. Passed the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company’s equity incentive plan
Voting results: 35179985 shares were approved, accounting for 99.53% of the valid voting shares held by shareholders and shareholder representatives attending the meeting; Against 165100 shares; Abstain 0 shares. 4. The proposal on formulating the management system for preventing the occupation of funds by controlling shareholders and related parties was adopted
Voting results: 35179985 shares were approved, accounting for 99.53% of the valid voting shares held by shareholders and shareholder representatives attending the meeting; Against 165100 shares; Abstain 0 shares.
The resolutions of the general meeting of shareholders shall be signed by the directors and supervisors present at the meeting.
Our lawyers believe that the voting procedures and results of this general meeting of shareholders comply with the provisions of the company law, the securities law and the current articles of association of the company.
5、 Concluding observations
In conclusion, our lawyers believe that the convening, convening and voting procedures of the company’s first extraordinary general meeting in 2022 comply with the provisions of the company law, the securities law, the articles of association, the rules of procedure of the general meeting of shareholders and other laws, regulations and normative documents. The convener and attendees have legal and effective qualifications, and the voting procedures and voting results of the general meeting of shareholders are legal and effective.
This legal opinion is made in duplicate. (no text below)
(this page is the signature page of the legal opinion of Beijing Deheng (Chongqing) law firm on the first extraordinary general meeting of shareholders in Kelin Environmental Protection Equipment Inc(002499) 2022)
Beijing Deheng (Chongqing) law firm
person in charge:
Chen Hao
Witness lawyer:
Tian Jing
Witness lawyer:
Wu Zhilin
April 1, 2022
