韦尔股份: 北京市天元律师事务所关于韦尔股份2025年第一次临时股东大会法律意见

Core Viewpoint - The legal opinion issued by Beijing Tianyuan Law Firm confirms that the procedures for the 2025 first extraordinary general meeting of Shanghai Weir Semiconductor Co., Ltd. were conducted in compliance with relevant laws and regulations, ensuring the legitimacy of the meeting and its resolutions [2][4][6]. Group 1: Meeting Procedures - The sixth board of directors of the company convened meetings on December 31, 2024, and March 14, 2025, to resolve the convening of the extraordinary general meeting, with the notice issued on March 15, 2025 [4][5]. - The meeting was held on March 31, 2025, at 14:00 in Shanghai, combining on-site and online voting methods [5][6]. Group 2: Attendance and Voting - A total of 1,952 participants attended the meeting, holding 514,486,352 shares, while 1,942 participants voted online, holding 176,455,576 shares, representing 14.6951% of the total voting shares [5][6]. - The meeting included company directors, supervisors, senior management, and legal representatives, ensuring a comprehensive representation of stakeholders [6]. Group 3: Voting Results - The proposal regarding the public issuance of convertible bonds was approved with 514,147,876 votes in favor, including 99.6833% support from minority investors [7]. - The 2025 stock option incentive plan draft was also approved, with 486,941,914 votes in favor from non-related shareholders [8][9]. - The authorization for the board to handle matters related to the equity incentive plan was passed with 486,924,904 votes in favor [9]. Group 4: Legal Conclusion - The law firm concluded that the convening, attendance, and voting procedures of the extraordinary general meeting were all conducted legally and effectively, affirming the validity of the meeting's resolutions [4][6][9].