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长光华芯: 2025年第二次临时股东会的法律意见

Core Viewpoint - The legal opinion issued by Beijing Deheng (Wuhan) Law Firm confirms that the second extraordinary general meeting of Suzhou Changguanghua Optoelectronics Technology Co., Ltd. held on June 17, 2025, complied with relevant laws and regulations, and the resolutions passed during the meeting are valid [1][4][6]. Group 1: Meeting Procedures - The meeting was convened in accordance with the Company Law, Shareholders' Meeting Rules, and the company's articles of association, with a notice published 15 days prior to the meeting [4][5]. - The meeting took place as scheduled at the company's conference room, with the actual time and location consistent with the notice [4][5]. - The network voting was conducted on the same day, with specific time slots for shareholders to cast their votes [5][6]. Group 2: Attendance and Qualifications - A total of 115 shareholders and their proxies attended the meeting, representing 73,344,902 shares, which is 41.6070% of the total voting shares [5][6]. - All attending shareholders were verified as being listed on the shareholder register as of the record date, confirming their eligibility [6]. - The meeting was convened by the board of directors, and all present had the legal qualifications to attend [6]. Group 3: Proposals and Voting Procedures - No temporary proposals were raised by shareholders during the meeting [6]. - Voting was conducted through both on-site and online methods, with the agenda items consistent with those listed in the notice [6][8]. - The counting and monitoring of votes were conducted in accordance with legal and regulatory requirements [8]. Group 4: Voting Results - The special resolution to cancel the supervisory board and amend the business scope was approved with 72,694,552 votes in favor, representing 99.1132% of the valid votes [8][9]. - The ordinary resolution to change the independent directors was also approved with 73,118,619 votes in favor, representing 99.6914% of the valid votes [9]. - No objections were raised regarding the voting results, confirming their validity [9]. Group 5: Conclusion - The legal opinion concludes that all aspects of the meeting, including convening, attendance, proposals, voting procedures, and results, comply with the relevant laws and regulations, rendering the resolutions legally valid [10].