11th and 12th floors, Taiping financial building, 6001 Yitian Road, Futian District, Shenzhen, China postcode: 518017
11-12/F,TaiPing Finance Tower, Yitian Road 6001, Futian District，Shenzhen,P. R. China
Tel: (0755) 88265288 Fax: (0755) 88265537
Email (e-mail): [email protected].
Website: www.shujin.com cn.
Guangdong Xinda law firm
About Shenzhen Kedali Industry Co.Ltd(002850)
Legal opinion of the first extraordinary general meeting of shareholders in 2022
Xdhkz [2022] No. 003 to: Shenzhen Kedali Industry Co.Ltd(002850)
Guangdong Xinda law firm (hereinafter referred to as “Xinda”) is entrusted by Shenzhen Kedali Industry Co.Ltd(002850) (hereinafter referred to as “your company” or “the company”) to appoint Xinda lawyers to attend the first extraordinary general meeting of shareholders of your company in 2022 (hereinafter referred to as “the general meeting of shareholders”) to witness the legitimacy of the general meeting of shareholders of your company, And issued the legal opinion of Guangdong Xinda law firm on the first extraordinary general meeting of shareholders in Shenzhen Kedali Industry Co.Ltd(002850) 2022 (hereinafter referred to as “legal opinion of the general meeting of shareholders”). The legal opinion of the general meeting of shareholders is 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”), the implementation rules for online voting at the general meeting of shareholders of listed companies of Shenzhen Stock Exchange (hereinafter referred to as the “implementation rules”), and other laws and regulations Normative documents and the current effective articles of association of Shenzhen Kedali Industry Co.Ltd(002850) (hereinafter referred to as the “articles of association”), and express legal opinions based on the investigation and understanding of the facts that have occurred or exist before the issuance date of the legal opinion of the general meeting of shareholders.
In order to issue the legal opinion of the general meeting of shareholders, Xinda lawyer has strictly performed his statutory duties, followed the principles of diligence and good faith, and reviewed the following documents provided by the company, including but not limited to:
1. Articles of Association;
2. The notice of Shenzhen Kedali Industry Co.Ltd(002850) on convening the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as the “Notice of general meeting of shareholders”) announced by the company on cninfo.com and the website of Shenzhen Stock Exchange on December 28, 2021;
3. Registration records and voucher materials of shareholders attending the general meeting of shareholders;
4. Documents of the general meeting of shareholders;
5. Minutes and resolutions of the general meeting of shareholders.
In the legal opinion of the general meeting of shareholders, Cinda, in accordance with Article 5 of the rules of the general meeting of shareholders, only expressed legal opinions on the convening of the general meeting of shareholders of your company, the qualifications of the convener, the convening procedures, the qualifications of the personnel attending the meeting, the voting procedures and voting results of the meeting, and did not give legal opinions on the proposals considered by the general meeting of shareholders and other facts related to the proposals Express opinions on the authenticity and accuracy of data.
Cinda agrees to announce the legal opinion of the general meeting of shareholders together with other information disclosure materials of the general meeting of shareholders of your company, and bear corresponding responsibilities for the legal opinion of the general meeting of shareholders according to law.
In view of this, Cinda has issued the following witness opinions on the relevant facts of the shareholders’ meeting in accordance with the business standards, ethics and diligence recognized by the lawyer industry:
1、 Convening and convening procedures of the general meeting of shareholders
(I) convening of the general meeting of shareholders
1. On December 27, 2021, the 22nd (Interim) meeting of the Fourth Board of directors of the company was held by means of on-site and communication voting, and the proposal on convening the first extraordinary general meeting of shareholders in 2022 was deliberated and adopted.
2. On December 28, 2021, the board of directors of the company announced the notice of the shareholders’ meeting on cninfo.com and the website of Shenzhen Stock Exchange, and announced the time and place of the shareholders’ meeting, the method of the meeting, the matters to be considered at the meeting, the participants at the meeting, the registration measures and other relevant matters within the legal period.
After verification, lawyer Xinda believes that the convening of the general meeting of shareholders of the company complies with the relevant laws, regulations, normative documents such as the company law, the rules for general meetings of shareholders and the articles of association. The general meeting of shareholders is convened by the Fourth Board of directors of the company, and its convener qualification complies with the laws, regulations and the articles of association of your company.
(II) convening of the general meeting of shareholders
The general meeting of shareholders is held by combining online voting and on-site voting. The on-site meeting was held at 14:30 p.m. on January 14, 2022 in conference room 27, block a, building 11, Shenzhen Bay science and technology ecological park, No. 16, Keji South Road, Nanshan District, Shenzhen. Chairman Li Jianli presided over the meeting.
Among them, the specific time of online voting through the trading system of Shenzhen stock exchange is: 9:15 to 9:25, 9:30 to 11:30 and 13:00 to 15:00 on January 14, 2022; The specific time of voting through the Internet voting system of Shenzhen stock exchange is any time from 9:15 to 15:00 on January 14, 2022. After verification, lawyer Xinda believes that the convening procedures of the company’s general meeting of shareholders comply with the company law, rules for general meeting of shareholders, implementation rules and other relevant laws, regulations, normative documents and the relevant provisions of the articles of association.
2、 Qualifications of the attendees of the general meeting of shareholders
(I) shareholders and their proxies attending the general meeting of shareholders
According to the register of shareholders registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. at the end of the transaction of Shenzhen Stock Exchange on January 7, 2022, Xinda lawyer’s business license or other supporting documents, identity documents of legal representative, identity documents of agent, etc. of the corporate shareholders attending the general meeting of shareholders; The qualification of the shareholders attending the on-site meeting was verified by the identity documents of the natural person shareholders and the identity documents of the shareholder’s agent attending the general meeting.
According to statistics, 10 shareholders and agents entrusted by shareholders participated in the on-site meeting and online voting at the general meeting of shareholders, representing 115623620 shares, accounting for 49.6408% of the total shares of the company. Among them, 8 shareholders and shareholders’ agents attended the on-site meeting, representing 110012119 shares, accounting for 47.2316% of the total shares of the company; According to the data provided by Shenzhen Securities Information Co., Ltd., there are 2 Shareholders and shareholder agents participating in online voting within the effective time, representing 5611501 shares, accounting for 2.4092% of the total shares of the company.
The identity of the above shareholders who vote through the online voting system shall be verified by the online voting system provider Shenzhen Securities Information Co., Ltd.
After verification, Xinda lawyer believes that the shareholders and shareholders’ agents participating in the general meeting of shareholders have legal and effective qualifications and have the right to participate in the general meeting of shareholders and exercise their voting rights.
(II) other personnel attending the general meeting of shareholders
Other personnel attending the shareholders’ meeting include directors, supervisors, senior managers and witness lawyers hired by the company.
After verification, Xinda lawyer believes that the above personnel are qualified to attend the general meeting of shareholders.
3、 Voting procedures and results of the general meeting of shareholders
(I) voting procedures of the general meeting of shareholders
After verification by Xinda lawyer, the matters considered at this shareholders’ meeting are the same as those listed in the notice of shareholders’ meeting. The above matters were voted by on-site voting and online voting. The votes were counted and monitored according to the procedures specified in the articles of association of your company, and the voting results of on-site voting were announced on the spot, In addition, the votes of online voting and on-site voting are included in the total voting rights of the general meeting of shareholders. The voting of the proposals considered at the meeting is as follows:
1. Deliberated and adopted the proposal on providing guarantee for Sweden Shenzhen Kedali Industry Co.Ltd(002850)
Voting results: 115623620 shares were approved, accounting for 100% of the effective voting shares; 0 dissenting shares, accounting for 0% of the effective voting shares; 0 abstention shares, accounting for 0% of the effective voting shares.
2. Deliberated and passed the proposal on providing guarantee for new bank credit of subsidiaries
Voting results: 115623620 shares were approved, accounting for 100% of the effective voting shares; 0 dissenting shares, accounting for 0% of the effective voting shares; 0 abstention shares, accounting for 0% of the effective voting shares.
3. Deliberated and passed the proposal on the application and authorization of subsidiaries to the bank for new credit line
Voting results: 115623620 shares were approved, accounting for 100% of the effective voting shares; 0 dissenting shares, accounting for 0% of the effective voting shares; 0 abstention shares, accounting for 0% of the effective voting shares.
After verification, lawyer Xinda believes that the voting procedures of this general meeting of shareholders comply with relevant laws, regulations, normative documents such as the company law, rules for general meeting of shareholders, implementation rules and the relevant provisions of the articles of association, and are legal and effective.
(II) voting results of the general meeting of shareholders
The minutes of the shareholders’ meeting were signed by the host and the directors and supervisors attending the meeting. The shareholders or entrusted agents attending the shareholders’ meeting did not raise any objection to the voting results. The matters considered at the general meeting of shareholders were effectively adopted.
After verification, Xinda lawyer believes that the voting result of the company’s general meeting of shareholders is legal and effective.
4、 Concluding observations
To sum up, after verification, Xinda lawyer believes that the convening, convener qualification and convening procedures of the general meeting of shareholders of your company comply with the company law, rules for general meeting of shareholders, implementation rules and other relevant laws, regulations, normative documents and the articles of Association; The qualification of personnel attending the meeting is legal and valid; The voting procedures and results of this general meeting of shareholders are legal and effective.
(no text below)
(this page is the signature page of the legal opinion of Guangdong Xinda law firm on the first extraordinary general meeting of shareholders in Shenzhen Kedali Industry Co.Ltd(002850) 2022 (Xinda Hui Zi [2022] No. 003))
Principal: Signature lawyer:
Lin Xiaochun, Peng Wenwen
Maggie
January 14, 2022
