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郑煤机: 北京市海问律师事务所关于郑州煤矿机械集团股份有限公司2025年第二次临时股东大会的法律意见书
Zheng Quan Zhi Xing·2025-06-17 11:11

Core Viewpoint - The legal opinion letter issued by Haiwen Law Firm confirms that the convening and holding procedures of the 2025 Second Extraordinary General Meeting of Zhengzhou Coal Mining Machinery Group Co., Ltd. comply with relevant laws and the company's articles of association [1][3][7] Group 1: Meeting Procedures - The meeting was convened by the company's sixth board of directors and was called in accordance with the relevant laws and the company's articles of association [3][6] - The notice for the meeting was published on May 29, 2025, and included details about the combination of on-site and online voting methods [5][6] - The meeting took place on June 17, 2025, at the company's conference room, with online voting conducted through the Shanghai Stock Exchange's system [5][6] Group 2: Attendance and Qualifications - A total of 1,110 shareholders (or their proxies) attended the meeting, representing 687,760,017 shares, which is 39.38% of the total voting shares [6][7] - Among them, 12 shareholders attended the on-site meeting, holding 61,504,148 shares, accounting for 3.52% of the voting shares [6][7] - The qualifications of the attendees and the convenor were verified to be in compliance with relevant laws and the company's articles of association [6][7] Group 3: Voting Procedures and Results - The meeting conducted voting on the agenda items listed in the notice, with separate counting for the votes of minority investors [6][7] - The voting process combined both on-site and online votes, and the results were compiled accordingly [6][7] - The proposals, including a transaction framework agreement and approval of the upper limit amount, were passed during the meeting, with the voting results deemed legal and valid [6][7]