Jiangsu Lotte law firm
On Ktk Group Co.Ltd(603680) the first extraordinary general meeting of shareholders in 2022
Legal opinion
13th and 16th floors, No. 1259-1, Longjin Road, Xinbei District, Changzhou City, Jiangsu Province
Postal Code: 213022
Tel.: (+ 86519) 68763711
Fax: (+ 86519) 68766086
Website: www.letianlaw.com com.
Jiangsu Lotte law firm
About Ktk Group Co.Ltd(603680) the first extraordinary general meeting of shareholders in 2022
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Legal opinion
Jiangsu Lotte law firm (hereinafter referred to as “the firm”) has accepted the entrustment of Ktk Group Co.Ltd(603680) (hereinafter referred to as the company) to appoint its lawyers to attend the first extraordinary general meeting of shareholders of the company in 2022 (hereinafter referred to as the general meeting of shareholders), and in accordance with the company law of the people’s Republic of China (hereinafter referred to as the company law) The provisions of 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, the detailed rules for the implementation of online voting at the general meeting of shareholders of listed companies (hereinafter referred to as the detailed rules for the implementation of online voting at the general meeting of shareholders) and the Ktk Group Co.Ltd(603680) articles of Association (hereinafter referred to as the articles of association) of Shanghai Stock Exchange, Issue legal opinions on relevant legal issues such as the convening and convening procedures of the company’s general meeting of shareholders, the qualifications of participants, the qualifications of conveners, the voting procedures of the meeting and the legitimacy of the voting results. In order to issue this legal opinion, our lawyers reviewed the relevant matters involved in the company’s general meeting of shareholders, consulted the documents that our lawyers considered necessary to issue this legal opinion, and conducted necessary verification and verification on relevant issues.
This legal opinion is only for the purpose of witnessing this shareholders’ meeting and shall not be used for any other purpose. Our lawyer agrees to announce this legal opinion together with the resolution of the company’s general meeting of shareholders, and bear corresponding responsibilities for this legal opinion according to law.
In accordance with the requirements of relevant laws, regulations and normative documents, and in accordance with the recognized business standards, ethics and the spirit of diligence and responsibility in the lawyer industry, our lawyers issue the following legal opinions:
1、 Convening and convening procedures of this general meeting of shareholders
(I) convening of the general meeting of shareholders
After verification by the lawyers of the firm, the shareholders’ meeting of the company was proposed by the 11th meeting of the 4th board of directors held on January 10, 2022, and the board of directors of the company was responsible for convening it. On January 10, 2022, the board of directors of the company published the notice on convening the shareholders’ meeting in the form of announcement on the information disclosure media designated by the China Securities Regulatory Commission. The aforesaid announcement issued by the company stated the time, place and matters to be considered at the meeting, and made it clear that shareholders have the right to attend, In addition, it may entrust an agent to attend and exercise the voting rights, the equity registration date of shareholders entitled to attend the meeting, the registration method of shareholders attending the meeting, etc.
(II) convening of this general meeting of shareholders
The general meeting of shareholders will be held on January 25, 2022, adopting a combination of on-site voting and online voting.
The on-site meeting was held in the conference room of science and technology building, No. 88 Jinchuang Road, Yaoguan Town, Wujin District, Changzhou City, Jiangsu Province on January 25, 2022. The meeting was presided over by Mr. Yu Jinkun, the legal representative and chairman of the company.
The company adopts the online voting system of the general meeting of shareholders of Shanghai Stock Exchange. The voting time through the trading system voting platform is the trading time period on the day of the general meeting of shareholders, i.e. 9:15-9:25, 9:30-11:30, 13:00-15:00; The voting time through the Internet voting platform is 9:15-15:00 on the day of the general meeting of shareholders. The time of online voting is consistent with the above announcement.
Our lawyers believe that the actual time, place and method of the shareholders’ meeting and the proposals considered at the meeting are consistent with the date, place and method announced in the notice of the shareholders’ meeting and the matters submitted to the meeting for deliberation. The convening and convening procedures of this general meeting of shareholders comply with the provisions of the company law, the rules for the general meeting of shareholders of listed companies and other laws, regulations, normative legal documents and the articles of association.
2、 Qualifications of conveners and attendees of the general meeting of shareholders
(I) convener of the general meeting of shareholders
The convener of this general meeting of shareholders is the board of directors of the company.
(II) personnel attending the general meeting of shareholders
After verification, the identity certificates, power of attorney and relevant materials of shareholder registration of the shareholders and their authorized representatives attending the on-site meeting of the general meeting of shareholders were found, and a total of 6 shareholders and their authorized representatives attended the on-site meeting of the general meeting of shareholders, They are the shareholders or their authorized representatives of the company registered in China Securities Depository and Clearing Co., Ltd. Shanghai branch at the closing of Shanghai Stock Exchange as of the equity registration date. These shareholders or their authorized representatives hold 462382479 shares of the company, accounting for 58.5396% of the total voting shares of the company.
Some directors, supervisors, senior managers and lawyers of the company also attended and attended the on-site meeting of the general meeting of shareholders as nonvoting delegates.
According to the statistics of the online voting results of the general meeting of shareholders provided by Shanghai Stock Exchange Information Network Co., Ltd., a total of 1 shareholder participated in the voting through online voting, holding 4000 shares of the company, accounting for 0.0005% of the total voting shares of the company.
The qualification of shareholders participating in online voting shall be verified by Shanghai Stock Exchange Information Network Co., Ltd. In conclusion, our lawyers believe that the convener of the general meeting of shareholders and the personnel attending the on-site meeting comply with the relevant provisions of the company law, the rules for the general meeting of shareholders of listed companies and the articles of association, and are legal and effective. The shareholder qualification of those who participate in online voting has been verified by Shanghai Stock Exchange Information Network Co., Ltd., which is legal and effective. 3、 Voting procedures and results of this general meeting of shareholders
The shareholders’ meeting adopted the combination of on-site voting and online voting to consider the proposals listed in the meeting announcement, and considered and voted on the proposals put on the agenda, without shelving or not voting for any reason.
The shareholders participating in the on-site voting voted on all proposals one by one in the form of open ballot, and the shareholder representatives, supervisors and lawyers of the exchange jointly counted and monitored the votes.
Shareholders participating in online voting shall vote by open ballot through the trading system of Shanghai Stock Exchange or the Internet voting system of Shanghai Stock Exchange in accordance with the procedures specified in the detailed rules for the implementation of online voting at the general meeting of shareholders. After the online voting, SSE Information Network Co., Ltd. provided the online voting results of the shareholders’ meeting to the company.
After all the voting at the shareholders’ meeting, the company consolidated the voting results of on-site and online voting. According to the voting results, the following proposals were considered and adopted at the shareholders’ meeting:
1. Proposal on the election of independent directors.
The minutes of the shareholders’ meeting were signed by the directors, supervisors, Secretary of the board of directors, meeting host and recorder attending the shareholders’ meeting. The shareholders attending the shareholders’ meeting and the authorized representatives of shareholders did not raise any objection to the voting results.
The lawyer of the firm believes that the voting procedures of all proposals at the general meeting of shareholders comply with the provisions of laws, regulations, normative documents and the articles of association, and the voting results are legal and valid.
4、 Concluding observations
To sum up, our lawyers believe that the convening and convening procedures of the company’s general meeting of shareholders comply with relevant laws, regulations, normative documents and the articles of association, the qualifications of conveners and attendees are legal and valid, and the voting procedures and voting results of the general meeting of shareholders are legal and valid. (no text below)
