Floor 5, block C, shoukai happiness Plaza, Xindong Road, Chaoyang District, Beijing
5th Floor, Building C,The International Wonderland, Xindong Road, Chaoyang District, Beijing
Zip code: 100027 Tel.: 01050867666 Fax: 01065527227
Website: http://www.kangdalawyers.com.
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Beijing Kangda law firm
About Keda Industrial Group Co.Ltd(600499)
Legal opinion of 2021 annual general meeting
Kangda guhui Zi [2022] No. 0131 to: Keda Industrial Group Co.Ltd(600499)
Beijing Kangda law firm (hereinafter referred to as “the firm”) has accepted the entrustment of Keda Industrial Group Co.Ltd(600499) company (hereinafter referred to as “the company”) to appoint its lawyers to attend the 2021 annual general meeting of shareholders of the company (hereinafter referred to as “the meeting”).
In accordance 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 for the general meeting of shareholders of listed companies (hereinafter referred to as the “rules for the general meeting of shareholders”) To express legal opinions on the procedures for convening and convening the meeting, the qualifications of the convener and attendees, the voting procedures and the voting results in accordance with the self regulatory guidelines for listed companies of Shanghai Stock Exchange No. 1 – standardized operation, the Keda Industrial Group Co.Ltd(600499) articles of Association (hereinafter referred to as the “articles of association”).
With regard to this legal opinion, we and our lawyers hereby make the following statement:
(1) In this legal opinion, we and our lawyers only verify and witness the convening and convening procedures of this meeting, the qualifications of conveners and attendees, voting procedures and voting results, and express legal opinions, and do not express opinions on the integrity, authenticity and accuracy of the proposal content of this meeting and the facts and data involved.
(2) In accordance with the provisions of the securities law, the measures for the administration of securities legal business conducted by law firms and the rules for the practice of securities legal business of law firms, as well as the facts that have occurred or exist before the date of issuance of this legal opinion, the firm and its lawyers have strictly performed their statutory duties, followed the principles of diligence, good faith and full verification, 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 bear corresponding legal liabilities for this.
(3) The company has guaranteed and promised to the firm and its lawyers that the documents, materials, instructions and other information related to the meeting (hereinafter collectively referred to as “documents”) issued or provided by it are true, accurate and complete, the relevant copies or copies are consistent with the original, and there are no false records, misleading statements or major omissions in the documents issued or provided.
(4) The firm and its lawyers agree to publish this legal opinion as a necessary document of the company’s meeting. No one shall use it for any other purpose without the prior written consent of the firm and its lawyers. Based on the above, in accordance with the requirements of relevant laws, administrative regulations, departmental rules and normative documents, and in accordance with the recognized business standards, ethics and diligence spirit of the lawyer industry, our lawyers issue the following legal opinions:
1、 Convening and convening procedures of this meeting
(I) convening of this meeting
The meeting was approved by the seventh meeting of the eighth board of directors of the company.
According to the notice of Keda Industrial Group Co.Ltd(600499) on convening the 2021 annual general meeting of shareholders issued on the designated information disclosure media, the board of directors of the company notified all shareholders in the form of announcement 20 days before the meeting, and disclosed the time, place, attendees, convening method and deliberation matters of the meeting.
(II) convening of this meeting
The meeting was held by combining on-site meeting and online voting. Shareholders of the company shall choose one of on-site voting and online voting. In case of repeated voting of the same voting right, the first voting result shall prevail.
The on-site meeting of this meeting was held at 14:30 p.m. on April 20, 2022 in conference center 101, headquarters building, No. 1, Huanzhen West Road, Guanglong Industrial Park, Chencun Town, Shunde District, Foshan City, Guangdong Province, presided over by the chairman of the company. The online voting time of this meeting is April 20, 2022. The specific time of online voting through the trading system of Shanghai Stock Exchange is 9:15-9:25, 9:30-11:30 and 13:00-15:00 on April 20, 2022. The specific time of voting through the Internet voting system of Shanghai Stock Exchange is 9:15-15:00.
In conclusion, our lawyers believe that the convening and convening procedures of this meeting comply with the provisions of the company law, the rules of the general meeting of shareholders and other laws, administrative regulations, departmental rules, normative documents and the articles of association.
2、 Qualifications of conveners and attendees
(I) convener of this meeting
The convener of this meeting is the board of directors of the company, which complies with the provisions of the company law, the rules of the general meeting of shareholders and other laws, administrative regulations, departmental rules, normative documents and the articles of association.
(II) shareholders and their proxies attending the meeting
A total of 179 shareholders and shareholders’ agents attended the meeting, representing 846030475 shares with voting rights, accounting for 448010% of the total voting shares of the company.
1. Shareholders and their agents attending the on-site meeting
According to the register of shareholders provided by China Securities Depository and Clearing Co., Ltd. Shanghai Branch, the identity certificates and power of attorney of shareholders and their agents attending the meeting, a total of 14 shareholders and their agents attended the on-site meeting of the meeting, and 818760775 shares representing the voting shares of the company, accounting for 433569% of the total voting shares of the company.
The owners of the above shares are the company’s shareholders registered in China Securities Depository and Clearing Co., Ltd. Shanghai branch after the closing of the market on April 13, 2022.
2. Shareholders participating in online voting
According to the data provided by Shanghai Securities Information Co., Ltd., a total of 165 shareholders participated in the online voting of this meeting, representing a total of 27269700 voting shares of the company, accounting for 1.4440% of the total voting shares of the company.
The identity of the above shareholders participating in online voting shall be verified by Shanghai Securities (Guangzhou) Information Network Co., Ltd. (III) other personnel attending or attending the on-site meeting as nonvoting delegates
In this meeting, other personnel attending or attending the on-site meeting include directors, supervisors, senior managers of the company and lawyers of the firm.
In conclusion, our lawyers believe that the convener and attendees of this meeting meet the provisions of relevant laws, administrative regulations, departmental rules, normative documents and the articles of association, and their qualifications are legal and valid.
3、 Submission of new proposals
On April 6, 2022, Mr. Bian Cheng, the shareholder, submitted the letter on submitting interim proposals to Keda Industrial Group Co.Ltd(600499) 2021 annual general meeting to the board of directors 10 days before the meeting, requesting the board of directors to add global deposit receipts (hereinafter referred to as “GDR“) to the agenda of 2021 annual general meeting, And apply for listing on the Swiss Exchange.
Mr. Bian Cheng holds 5.23% of the shares of the company and is qualified to put forward temporary proposals. The contents of his proposals fall within the terms of reference of the general meeting of shareholders stipulated in the company law and the articles of association, and his proposal procedures also comply with the rules of the general meeting of shareholders, the articles of association and the rules of procedure of the general meeting of shareholders.
On April 7, 2022, the 8th meeting of the 8th board of directors of the company deliberated and approved: (1) the proposal on terminating the non-public development of A-share shares and canceling some proposals of the general meeting of shareholders, The proposal on the company’s dividend return plan (20222024), the proposal on the company’s compliance with the conditions for non-public development of a shares, the proposal on the company’s non-public issuance of A-Shares in 2022 and the proposal on the company’s plan for non-public development of A-Shares in 2022 were cancelled Proposal on the feasibility analysis report on the application of funds raised by non-public development banks for A-Shares in 2022, proposal on diluting immediate return, filling measures and commitments of relevant subjects of non-public development banks for a shares, proposal on the establishment of special storage account for funds raised by non-public offering in 2022, proposal on submitting to the general meeting of shareholders to authorize the board of directors (or its authorized person) Proposal on handling matters related to the company’s non-public offering of shares with full power, including 8 proposals; (2) The proposal on the company’s issuance of GDR and listing on the Swiss stock exchange and conversion into an overseas offering company limited by shares, the proposal on the company’s issuance of GDR and listing on the Swiss stock exchange, the proposal on the plan for the use of the funds raised by the company’s issuance of GDR, and the proposal on Authorizing the board of directors and its authorized persons to deal with matters related to the issuance of GDR and listing on the Swiss stock exchange were deliberated and adopted Proposal on the distribution plan of accumulated profits before the company issues GDR and is listed on the Swiss stock exchange, proposal on Amending the articles of Association (Draft) and its annexes, proposal on formulating the confidentiality and archives management system related to Keda Industrial Group Co.Ltd(600499) overseas securities issuance and listing, and proposal on providing guarantee for subsidiaries to apply for financing from financial institutions. The board of directors issued Keda Industrial Group Co.Ltd(600499) announcement on canceling some proposals and adding temporary proposals at the 2021 annual general meeting of shareholders on the designated information disclosure media.
4、 Voting procedures and results of this meeting
(I) voting procedure of this meeting
The meeting was held by combining on-site meeting and online voting. The on-site meeting voted on the proposals listed in the notice and announcement of the meeting by written open ballot, and the shareholders’ representatives, supervisors’ representatives and lawyers of the exchange jointly counted and supervised the votes. The statistical results of online voting are provided to the company by Shanghai Securities Information Co., Ltd. After the written open ballot and online voting of the on-site meeting, the scrutineers and tellers of the meeting combined the two results.
(II) voting results of this meeting
The voting results of this meeting are as follows:
1. Deliberated and adopted the work report of the board of directors in 2021
The voting result of the proposal is: 840693275 shares agree, accounting for 993691% of the total voting shares held by shareholders and shareholders’ agents attending the meeting; 4540700 shares opposed, accounting for 0.5367% of the total voting shares held by shareholders and shareholders’ agents attending the meeting; 796500 shares abstained, accounting for 0.0941% of the total voting shares held by shareholders and shareholders’ agents attending the meeting.
2. Deliberated and adopted the work report of the board of supervisors in 2021
The voting result of the proposal is: 840556475 shares agree, accounting for 993530% of the total voting shares held by shareholders and shareholder agents attending the meeting; 4373300 shares opposed, accounting for 0.5169% of the total voting shares held by shareholders and shareholders’ agents attending the meeting; 1100700 shares abstained, accounting for 0.1301% of the total voting shares held by shareholders and shareholders’ agents attending the meeting.
3. Deliberated and adopted the report on the work of independent directors in 2021
The voting result of the proposal is: 840526475 shares agree, accounting for 993494% of the total voting shares held by shareholders and shareholders’ agents attending the meeting; 4374800 shares opposed, accounting for 0.5171% of the total voting shares held by shareholders and shareholders’ agents attending the meeting; 1129200 shares abstained, accounting for 0.1335% of the total voting shares held by shareholders and shareholders’ agents attending the meeting.
4. Deliberated and adopted the financial final accounts report of 2021
The voting result of the proposal was: 843176475 shares agreed, accounting for 996627% of the total voting shares held by shareholders and shareholders’ agents attending the meeting; 1748800 shares opposed, accounting for 0.2067% of the total voting shares held by shareholders and shareholders’ agents attending the meeting; 1105200 shares abstained, accounting for 0.1306% of the total voting shares held by shareholders and shareholders’ agents attending the meeting.
5. Deliberated and adopted the profit distribution plan for 2021
The voting result of the proposal is: 843120514 shares agree, accounting for 996560% of the total voting shares held by shareholders and shareholder agents attending the meeting; 1803361 shares opposed, accounting for 0.2132% of the total voting shares held by shareholders and shareholders’ agents attending the meeting; 1106600 shares abstained, accounting for 0.1308% of the total voting shares held by shareholders and shareholders’ agents attending the meeting.
