上海港湾: 北京市中伦律师事务所关于上海港湾基础建设（集团）股份有限公司2024年年度股东大会的法律意见书

Core Viewpoint - The legal opinion issued by Beijing Zhonglun Law Firm confirms that the 2024 annual general meeting of Shanghai Port Construction (Group) Co., Ltd. was convened and conducted in compliance with relevant laws and regulations, ensuring the legitimacy of the meeting and its resolutions [1][8]. Group 1: Meeting Procedures - The board of directors announced the notice for the annual general meeting on April 30, 2025, specifying the date, time, location, participants, and agenda [2]. - The meeting was held as scheduled on May 30, 2025, at the designated location, confirming the consistency of the actual meeting details with the notice [2]. - The voting for the meeting was conducted through a combination of on-site and online voting, with specific time slots allocated for online voting [2][4]. Group 2: Attendance and Voting - A total of 122 shareholders and representatives attended the meeting, representing 187,109,980 shares, which accounts for 76.1349% of the total shares with voting rights as of the record date [2][3]. - The qualifications of the attending shareholders were verified, and it was confirmed that they met the legal requirements [3][8]. - The voting process was conducted according to legal and regulatory standards, with no objections raised regarding the voting results [4][8]. Group 3: Resolutions - The meeting included special resolutions that required approval from more than two-thirds of the voting shares present [5]. - Separate counting of votes for minority investors was conducted for specific resolutions [6]. - The legal opinion concluded that all resolutions passed during the meeting were valid and in accordance with the law and company regulations [8].