Beijing Zhonglun (Shenzhen) law firm on Keshun Waterproof Technologies Co.Ltd(300737)
Of the 2021 annual general meeting
Legal opinion
May, 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) 33256666 Fax: (86755) 33206888 / 6889
Website: www.zhonglun.com com.
Beijing Zhonglun (Shenzhen) law firm
About Keshun Waterproof Technologies Co.Ltd(300737)
Of the 2021 annual general meeting
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”), Appoint a lawyer to attend the 2021 annual general meeting of shareholders of the company (hereinafter referred to as “the general meeting of shareholders”) and express legal opinions on the convening and convening procedures, convener qualification, qualification of participants and non voting participants, voting procedures and voting results of the general meeting of shareholders.
1、 Convening and convening procedures of this general meeting of shareholders
In order to hold this shareholders’ meeting, the board of directors of the company announced the meeting notice on the specified information disclosure media on April 28, 2022. The notice specifies the convening method, time and place of the meeting, discloses the topics of the meeting, explains that shareholders have the right to attend and entrust agents to attend and exercise their voting rights, and defines the registration method of the meeting, the equity registration date of shareholders who have the right to attend the meeting, the name and telephone number of the contact person of the meeting, which meets 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 14:30 p.m. on May 18, 2022 in the conference room on the 4th floor of one company, No. 38, Hongqi Middle Road Industrial Zone, Ronggui, Shunde District, Foshan City. The shareholders of the company will vote online from 9:15-9:25, 9:30-11:30 and 13:00-15:00 on May 18, 2022 through the voting platform of the trading system of Shenzhen Stock Exchange, and from 9:15-15:00 on May 18, 2022 through the Internet voting platform.
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. 77 shareholders and shareholders’ agents attended the general meeting of shareholders, representing 477768061 voting shares of the company, accounting for 404348% 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, 14 shareholders and shareholder agents attended the on-site meeting, representing 394698092 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, during the online voting period determined by the general meeting of shareholders of Shenzhen Stock Exchange, a total of 63 shareholders voted through the online voting system of the general meeting of shareholders of Shenzhen Stock Exchange, representing 83069969 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.
All the proposals of the company were voted by the way of on-site vote counting and on-site vote monitoring according to the provisions of 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 the work report of the board of directors in 2021
Voting results: 477757161 shares agreed, 0 against and 10900 abstained. The number of approved shares accounts for 999977% of the total number of effective voting shares held by shareholders attending the general meeting of shareholders.
2. Proposal Name: proposal on the work report of the board of supervisors in 2021
Voting results: 477757161 shares agreed, 0 against and 10900 abstained.
The number of approved shares accounts for 999977% of the total number of effective voting shares held by shareholders attending the general meeting of shareholders.
3. Proposal Name: proposal on annual report and summary of 2021
Voting results: 477757161 shares agreed, 0 against and 10900 abstained. The number of approved shares accounts for 999977% of the total number of effective voting shares held by shareholders attending the general meeting of shareholders.
4. Proposal Name: proposal on self-evaluation report of internal control
Voting results: 477757161 shares agreed, 0 against and 10900 abstained. The number of approved shares accounts for 999977% of the total number of effective voting shares held by shareholders attending the general meeting of shareholders.
5. Proposal Name: proposal on financial final accounts report of 2021
999977% of the total number of effective voting shares held by shareholders at this general meeting.
6. Title of proposal: proposal on the occupation of funds by controlling shareholders and other related parties in 2021 voting results: 477757161 shares agreed, 0 shares opposed and 10900 shares abstained. The number of approved shares accounts for 999977% of the total number of effective voting shares held by shareholders attending the general meeting of shareholders.
7. Proposal Name: proposal on the profit distribution plan for 2021
Voting results: 477766361 shares agreed, 0 against and 1700 abstained. The number of approved shares accounts for 999996% of the total number of effective voting shares held by shareholders attending the general meeting of shareholders.
8. Title of proposal: proposal on renewing the appointment of accounting firms
Voting results: 477733061 shares agreed, 24100 against and 10900 abstained. The number of approved shares accounts for 999927% of the total number of effective voting shares held by shareholders attending the general meeting of shareholders.
9. Proposal Name: proposal on the remuneration scheme of directors and supervisors of the company in 2022
Voting results: 81052068 shares agreed, 0 against and 1700 abstained. The number of approved shares accounts for 999979% of the total number of effective voting shares held by shareholders attending the general meeting of shareholders.
Related shareholders have avoided voting.
10. Proposal Name: proposal on the prediction of daily connected transactions in 2022
Voting results: 90852994 shares agreed, 0 against and 1700 abstained. The number of approved shares accounts for 999981% of the total number of effective voting shares held by shareholders attending the general meeting of shareholders.
Related shareholders have avoided voting.
11. Title of proposal: proposal on cancellation of some stock options and repurchase and cancellation of some restricted shares voting results: 477766361 shares agreed, 0 against and 1700 abstained. The number of approved shares accounts for 999996% of the total number of effective voting shares held by shareholders attending the general meeting of shareholders.
12. Proposal Name: proposal on changing registered capital, changing business scope and amending the articles of Association
Voting results: 477766361 shares agreed, 0 against and 1700 abstained. The number of approved shares accounts for 999996% of the total number of effective voting shares held by shareholders attending the general meeting of shareholders.
13. Proposal Name: proposal on the company meeting the conditions for issuing convertible corporate bonds to unspecified objects
Voting results: 457898661 shares agreed, 19867700 against and 1700 abstained. The number of approved shares accounts for 958412% of the total number of valid voting shares held by shareholders attending the general meeting of shareholders.
14. Title of proposal: proposal on the company’s plan to issue convertible corporate bonds to unspecified objects 14.01 types of securities issued
Voting results: 457898661 shares agreed, 19867700 against and 1700 abstained. The number of approved shares accounts for 958412% of the total number of valid voting shares held by shareholders attending the general meeting of shareholders.
14.02 issuance scale
Voting results: 457898661 shares agreed, 19867700 against and 1700 abstained. The number of approved shares accounts for 958412% of the total number of valid voting shares held by shareholders attending the general meeting of shareholders.
14.03 face value and issue price
Voting results: 457898661 shares agreed, 19867700 against and 1700 abstained. The number of approved shares accounts for 958412% of the total number of valid voting shares held by shareholders attending the general meeting of shareholders.
14.04 duration of convertible bonds
Voting results: 457898661 shares agreed, 19867700 against and 1700 abstained. The number of approved shares accounts for 958412% of the total number of valid voting shares held by shareholders attending the general meeting of shareholders.
14.05 bond interest rate
Voting results: 457898661 shares agreed, 19867700 against and 1700 abstained. The number of approved shares accounts for 958412% of the total number of valid voting shares held by shareholders attending the general meeting of shareholders.
14.06 term and method of repayment of principal and interest
Voting results: 457898661 shares agreed, 19867700 against and 1700 abstained. The number of approved shares accounts for 958412% of the total number of valid voting shares held by shareholders attending the general meeting of shareholders.
14.07 conversion period
Voting results: 457898661 shares agreed, 19867700 against and 1700 abstained. The number of approved shares accounts for 958412% of the total number of valid voting shares held by shareholders attending the general meeting of shareholders.
14.08 determination and adjustment of share conversion price
Voting results: 457898661 shares agreed, 19867700 against and 1700 abstained. The number of approved shares accounts for 958412% of the total number of valid voting shares held by shareholders attending the general meeting of shareholders.
14.09 how to determine the number of shares converted and how to deal with the amount of less than one share at the time of conversion
Voting results: 457898661 shares agreed, 19867700 against and 1700 abstained. The number of approved shares accounts for 958412% of the total number of valid voting shares held by shareholders attending the general meeting of shareholders.
14.10 downward correction clause of share conversion price
Voting results: 457898661 shares agreed, 19867700 against and 1700 abstained. The number of approved shares accounts for 958412% of the total number of valid voting shares held by shareholders attending the general meeting of shareholders.
14.11 redemption terms
Voting results: 457898661 shares agreed, 19867700 against and 1700 abstained. The number of approved shares accounts for 958412% of the total number of valid voting shares held by shareholders attending the general meeting of shareholders.
fourteen point one two
