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兆驰股份: 上海市锦天城(深圳)律师事务所关于深圳市兆驰股份有限公司2025年第一次临时股东大会的法律意见书

Core Viewpoint - The legal opinion letter confirms the legality and compliance of Shenzhen Zhaochi Co., Ltd.'s 2025 first extraordinary general meeting of shareholders, including the convening, attendance, voting procedures, and results [1][3][7]. Group 1: Meeting Convening and Notification - The notice for the 2025 first extraordinary general meeting was published on the Shenzhen Stock Exchange and other platforms, detailing the time, location, agenda, and voting procedures [3][4]. - The notice was issued within the legal timeframe, ensuring that the registration date and meeting date were no more than 7 working days apart [3]. Group 2: Meeting Attendance and Qualifications - A total of 670 attendees participated in the meeting, representing 1,479,581,893 shares with voting rights, after excluding the shares for which Nanchang Zhaochi Investment Partnership (Limited Partnership) waived voting rights [4][5]. - The qualifications of the attendees and the convenor of the meeting were verified and found to be compliant with relevant laws and regulations [5][6]. Group 3: Voting Procedures - The meeting utilized both on-site and online voting methods, with the voting results aligning with the agenda previously communicated to shareholders [6][7]. - The voting process was conducted in accordance with the legal requirements, ensuring transparency and accuracy in the counting of votes [6][7]. Group 4: Voting Results - The resolution regarding the sale/disposal of assets was passed with 1,248,086,074 votes in favor, representing 99.5892% of the votes cast [7][8]. - Among minority shareholders, 98.2845% voted in favor of the resolution, indicating strong support for the proposal [8]. Group 5: Conclusion - The legal opinion concludes that all aspects of the meeting, including convening, attendance, voting procedures, and results, comply with the Company Law and relevant regulations, affirming the validity of the resolutions passed [7][8].