天保基建: 关于天津天保基建股份有限公司2025年第二次临时股东大会的法律意见书

Core Viewpoint - The legal opinion letter confirms that the procedures for convening and holding the 2025 second extraordinary general meeting of Tianjin Tianbao Infrastructure Co., Ltd. comply with relevant laws and regulations, and the resolutions made during the meeting are valid and effective [1][7]. Group 1: Meeting Procedures - The extraordinary general meeting was convened on June 13, 2025, at 2:30 PM at a specified location, and the actual time and place matched the notice [3]. - The meeting was presided over by the company's chairman, and the procedures for convening and holding the meeting were found to be in accordance with the Company Law and the company's articles of association [3][5]. Group 2: Attendance and Voting - A total of 549 shareholders attended the meeting, representing 577,244,413 shares, which is 52.0119% of the total voting shares [3]. - The voting included 1 shareholder present at the meeting representing 570,995,896 shares (51.4489%) and 548 shareholders voting online representing 6,248,517 shares (0.5630%) [3][4]. Group 3: Resolutions and Voting Results - The meeting reviewed several proposals, including one that required the related party, Tianjin Tianbao Holdings Co., Ltd., to abstain from voting due to a conflict of interest [5][7]. - The voting results showed that 576,288,853 shares (99.8345%) voted in favor of the proposals, while 619,390 shares (0.1073%) opposed, and a small percentage abstained [6]. - The resolutions were deemed to comply with legal and regulatory requirements, confirming their legitimacy [7][8].