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Guohao law firm (Shenzhen)
About Guangzhou Kdt Machinery Co.Ltd(002833)
Of the 2021 annual general meeting
Legal opinion
GLG / SZ / a2433 / FY / 2022219 to: Guangzhou Kdt Machinery Co.Ltd(002833)
Guohao law firm (Shenzhen) (hereinafter referred to as “the firm”) is entrusted by Guangzhou Kdt Machinery Co.Ltd(002833) (hereinafter referred to as “your company” or “the company”) to appoint our lawyer (hereinafter referred to as “our lawyer”) to attend the 2021 annual general meeting of shareholders of the company (hereinafter referred to as “the shareholders’ 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”), the rules for the general meeting of shareholders of listed companies (hereinafter referred to as the “rules for the general meeting of shareholders”) and the governance standards for listed companies (hereinafter referred to as the “governance standards”) and other laws and regulations According to the provisions of departmental rules and normative documents, the Guangzhou Kdt Machinery Co.Ltd(002833) articles of Association (hereinafter referred to as the “articles of association”) and the rules of procedure of Guangzhou Kdt Machinery Co.Ltd(002833) shareholders’ meeting (hereinafter referred to as the “rules of procedure of shareholders’ meeting”), legal opinions shall be issued on the matters related to the convening of this shareholders’ meeting of the company.
The exchange agrees to announce this legal opinion together with the resolution of the general meeting of shareholders of your company, and bear corresponding responsibilities for the legal opinion issued by the exchange according to law.
Our lawyers only express their opinions on the convening and convening procedures of this general meeting of shareholders, the qualifications of the convener and attendees of this general meeting of shareholders, the proposals considered by this general meeting of shareholders, the voting procedures and voting results of this general meeting of shareholders. This legal opinion is only for the purpose of this shareholders’ meeting of your company.
According to the requirements of relevant laws and regulations, in accordance with the recognized business standards, ethics and the spirit of diligence in the lawyer industry, our lawyers attended the shareholders’ meeting and verified the relevant materials and facts of the shareholders’ meeting. Now, according to our lawyers’ understanding of the facts and the law, we issue the following legal opinions:
1、 Convening procedures of this general meeting of shareholders
(I) convener of the general meeting of shareholders
The 4th board of directors of your company is on cninfo.com（ http://www.cn.info.com.cn. ）The notice on convening the 2021 annual general meeting of shareholders was published on April 30, 2022, and the notice on adding the interim proposal and supplementary notice of the 2021 annual general meeting of shareholders was published on May 10, 2022 (hereinafter collectively referred to as the “meeting notice”). According to the notice of the shareholders’ meeting, the shareholders’ meeting was convened by the 4th board of directors of your company.
(II) convening of the general meeting of shareholders
According to the notice of the meeting, the shareholders’ meeting of your company is scheduled to be held at 16:00 p.m. on May 20, 2022. The notice of the meeting specifies the convener of the shareholders’ meeting, the method of holding the meeting, the date and place of the meeting, the date of equity registration, the participants of the meeting, the matters to be considered at the meeting, the registration procedures of the meeting, the contact information of the meeting, etc. As the shareholders’ meeting adopts the combination of on-site meeting and online voting, the company also makes clear explanations on the voting time, voting procedures and other related matters of online voting in the announcement.
After verification and verification by our lawyers, the qualification of the convener of the general meeting of shareholders of your company and the time, method and content of the notice of the meeting comply with the provisions of the company law, the rules of the general meeting of shareholders, the governance code and other laws, administrative regulations, normative documents, the articles of association and the rules of procedure of the general meeting of shareholders.
2、 Convening procedures of this general meeting of shareholders
The shareholders’ meeting of your company was held at 16:00 p.m. on May 20, 2022 in the conference room on the 10th floor of the company, No. 81 Ruixiang street, Huangpu District, Guangzhou. It was presided over by Mr. Li Maohong, chairman of your company. The online voting of this general meeting of shareholders is conducted through the trading system and Internet voting system of Shenzhen Stock Exchange. Online voting time: May 20, 2022. The specific time of online voting through the trading system of Shenzhen stock exchange is: 9:15-9:25, 9:30-11:30 and 13:00-15:00 on May 20, 2022; The specific time for online voting through the Internet voting system of Shenzhen stock exchange is 9:15-15:00 on May 20, 2022.
After verification and verification by our lawyers, the actual time and place of this general meeting of shareholders of your company are consistent with those contained in the notice of the meeting. The convening procedures of this general meeting of shareholders of your company comply with the provisions of laws, administrative regulations, normative documents such as the company law, the rules of the general meeting of shareholders, the code of governance and the articles of association and the rules of procedure of the general meeting of shareholders.
3、 Qualifications of the persons attending or attending the general meeting of shareholders
According to the notice of the shareholders’ meeting, the persons who have the right to attend or attend the shareholders’ meeting as nonvoting delegates are all the ordinary shareholders of the company registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. or their entrusted agents, directors, supervisors and senior managers of your company at the closing of the market on the afternoon of May 17, 2022, The witness lawyer employed by your company and other personnel who should attend the general meeting of shareholders in accordance with relevant laws and regulations.
(I) shareholders and their proxies attending the general meeting of shareholders
According to the identity certificates of the shareholders and their agents attending the meeting, the certificate of authorization and the relevant materials of shareholder registration, there are 11 shareholders and their agents attending the meeting, and the number of shares with voting rights issued on behalf of your company is 163112080, accounting for 538286% of the total number of shares with voting rights issued by your company.
According to the materials provided by Shenzhen Securities Information Co., Ltd., during the online voting time, there were 10 shareholders who effectively voted through the network, and the number of shares representing the company with voting rights was 15108884, accounting for 4.9861% of the total voting shares of the company. The identity of the above shareholders who vote through online voting shall be verified by the identity verification institution of Shenzhen Stock Exchange.
A total of 21 shareholders attended the shareholders’ meeting on site and through the Internet. The number of shares representing the company with voting rights was 178220964, accounting for 588147% of the total voting shares of the company. Among them, 12 small and medium-sized investors holding less than 5% (excluding 5%) participated in the shareholders’ meeting through on-site and online, and the number of shares owned and represented was 19032824, accounting for 6.2810% of the total voting shares of the company.
(II) other persons attending and attending the general meeting of shareholders as nonvoting delegates
The directors, supervisors, senior managers of your company and lawyers of our firm also attended or attended the general meeting of shareholders as nonvoting delegates.
After verification and verification by our lawyers, the shareholders, shareholders’ agents and other personnel attending the general meeting of shareholders comply with the provisions of the company law, the rules of the general meeting of shareholders, the governance code and other laws, administrative regulations, normative documents, the articles of association and the rules of procedure of the general meeting of shareholders. These shareholders, shareholders’ agents and other personnel are qualified to attend the general meeting of shareholders, Shareholders and their proxies have the right to deliberate and vote on the proposals of the general meeting of shareholders. The qualifications of the attendees of this general meeting of shareholders are legal and valid.
4、 Proposals considered at the general meeting of shareholders
According to the notice of the shareholders’ meeting, the following proposals were considered at the shareholders’ meeting:
No. proposal name
1.00 proposal on the 2021 annual report and summary 2.00 proposal on the 2021 annual report of the board of directors 3.00 proposal on the 2021 annual report of the board of supervisors
4.00 proposal on financial statement report of 2021
5.00 proposal on 2021 profit distribution and capital reserve conversion plan
6.00 proposal on the remuneration scheme of non independent directors and senior managers of the company 7.00 proposal on the remuneration scheme of supervisors of the company
8.00 proposal on reappointment of the company’s audit institution in 2022
9.00 proposal on using idle self owned funds to purchase financial products 10.00 proposal on changing the registered capital of the company and amending the articles of association 11.00 proposal on Amending the rules of procedure of the general meeting of shareholders 12.00 proposal on Amending the rules of procedure of the board of directors 13.00 proposal on Amending the rules of procedure of the board of supervisors 14.00 proposal on Amending the independent director system 15.00 Proposal on Amending the foreign investment management system 16.00 proposal on the company’s compliance with the conditions for non-public development of shares
No. proposal name
17.00 proposal on the company’s non-public offering of shares 17.01 type and par value of shares issued 17.02 issuance method and time 17.03 issuance object and subscription method 17.04 pricing base date Issue price and pricing principle 17.05 issue quantity 17.06 amount and purpose of raised funds 17.07 restricted period of this issue 17.08 listing place 17.09 arrangement of accumulated undistributed profits of the company before this issue 17.10 management of raised funds and special account 17.11 validity period of this issue resolution
18.00 proposal on the company’s plan for non-public development of A-Shares in 2022
19.00 proposal on the feasibility analysis report on the use of funds raised by non-public Development Bank A shares in 2022
20.00 proposal on the report on the use of the company’s previously raised funds 21.00 proposal on the diluted immediate return and filling measures of the company’s non-public Development Bank shares and the commitments of relevant subjects
22.00 proposal on the company’s non-public development of A-Shares involving related party transactions 23.00 proposal on the signing of the conditional effective share subscription agreement between the company and the controlling shareholder 24.00 proposal on submitting to the general meeting of shareholders for approval of the controlling shareholder’s exemption from holding more shares by offer 25.00 proposal on the company’s plan for shareholders’ dividend return in the next three years (20222024) 26.00 Proposal on requesting the general meeting of shareholders of the company to authorize the board of directors to handle matters related to the non-public development of shares
27.00 proposal on Amending the management system of raised funds
No. proposal name
28.00 proposal on the first phase of employee stock ownership plan (Draft) of the company’s employee stock ownership plan from 2021 to 2022 and its summary
29.00 proposal on the company’s management measures for the first phase of employee stock ownership plan from 2021 to 2022
30.00 proposal on requesting the general meeting of shareholders of the company to authorize the board of directors to handle matters related to the first phase of the employee stock ownership plan from 2021 to 2022
31.00 proposal on Amending the related party transaction management system 32.00 proposal on Amending the external guarantee management system
After verification and verification by our lawyers, the proposals actually deliberated at this shareholders’ meeting are consistent with the contents of the meeting notice, and the proposals deliberated are consistent with the provisions of the company law, the rules of shareholders’ meeting, the code of governance and other laws, administrative regulations, normative documents, the articles of association and the rules of procedure of shareholders’ meeting.
5、 Voting procedures and results of this general meeting of shareholders
(I) voting procedures of the general meeting of shareholders
The shareholders’ meeting deliberated on the proposals listed in the meeting notice, and voted on the proposals by combining on-site voting and online voting. The shareholders of the on-site meeting of the general meeting of shareholders voted in writing on all the proposals of the general meeting of shareholders by open ballot, and counted and monitored the votes in accordance with the provisions of the articles of association. Shenzhen Securities Information Co., Ltd. provided the total number of shares and online voting results of online voting. After the voting of the general meeting of shareholders, the company consolidated and counted the voting results of on-site and online voting to form the final voting results of the general meeting of shareholders and announced them on the spot
