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兰石重装: 上海市锦天城(西安)律师事务所关于兰石重装2025年第三次临时股东会的法律意见书

Core Viewpoint - The legal opinion letter confirms that the 2025 third extraordinary general meeting of shareholders of Lanzhou Lanshi Heavy Equipment Co., Ltd. was convened and conducted in accordance with relevant laws and regulations, ensuring the legality and validity of the meeting and its resolutions [1][12]. Group 1: Meeting Procedures - The meeting was convened on May 15, 2025, using a combination of on-site and online voting methods [2][3]. - The notice of the meeting was published 15 days prior to the meeting date, complying with the disclosure requirements [3][4]. - The meeting was hosted by the company's chairman, Guo Fuyong, and utilized the Shanghai Stock Exchange trading system and internet voting platform for shareholder participation [3][4]. Group 2: Qualifications of Participants - The meeting was convened by the company's board of directors, meeting the qualifications set forth in the Company Law and relevant regulations [5]. - A total of 1,130 shareholders and their proxies attended the meeting, representing 710,371,772 shares, which is 54.38% of the total voting shares [5][6]. - Of those, 1 shareholder attended the meeting in person, representing 602,062,196 shares (46.09%), while 1,129 shareholders participated via online voting, representing 108,309,576 shares (8.29%) [5][6]. Group 3: Resolutions and Voting Results - The meeting reviewed and voted on several resolutions, including amendments to the company's articles of association and rules for shareholder meetings, all of which were consistent with the notice of the meeting [6][12]. - The resolution to amend the company's articles of association received 705,689,024 votes in favor, accounting for 99.34% of the votes cast [8]. - Other resolutions, including amendments to the rules for shareholder meetings and board meetings, also received overwhelming support, with approval rates exceeding 99% [8][9][10][11].