广大特材: 广大特材2024年年度股东大会法律意见书

Core Viewpoint - The legal opinion issued by Anhui Tianhe Law Firm confirms that the 2024 Annual General Meeting of Zhangjiagang Guangda Special Materials Co., Ltd. was convened and conducted in accordance with relevant laws and regulations, ensuring the legitimacy and validity of the resolutions passed during the meeting [2][3][8]. Group 1: Meeting Procedures - The company convened the third board meeting on April 18, 2025, to approve the relevant proposals, and the notice for the annual general meeting was published on April 22, 2025, which was 20 days prior to the meeting [3]. - The annual general meeting was held on May 12, 2025, with 87 shareholders and representatives present, holding a total of 77,614,035 voting rights, accounting for 36.2272% of the total voting rights [3][4]. Group 2: Attendance and Qualifications - All attendees of the meeting were verified as shareholders registered with the China Securities Depository and Clearing Corporation Limited as of May 6, 2025 [4]. - The qualifications of the meeting attendees, including shareholders and proxies, were confirmed to be valid and in compliance with legal and regulatory requirements [4][5]. Group 3: Voting Procedures - The voting process adhered to the Shanghai Stock Exchange's regulations, with both on-site and online voting conducted during specified trading hours [5]. - The results of the voting were provided to the Shanghai Stock Exchange Information Network Company for statistical purposes, ensuring compliance with the established rules [5]. Group 4: Voting Results - All proposals presented at the meeting were non-cumulative voting items, and the results indicated that the resolutions were passed with overwhelming support [6][7]. - For instance, one proposal received 77,599,098 votes in favor, representing 99.9807% of the votes, while only 13,423 votes were against it [6][7]. - Another proposal, which was a special resolution, also passed with 77,603,998 votes in favor, accounting for 99.9870% [6][7]. Group 5: Conclusion - The legal opinion concludes that the convening, attendance, and voting procedures of the 2024 Annual General Meeting were in full compliance with the Company Law, the Shareholders' Meeting Rules, and the company's articles of association, affirming the legality and validity of the resolutions passed [8].