潮宏基: 2025年第一次临时股东会法律意见书

Group 1 - The company held its first extraordinary general meeting of shareholders in 2025, which was convened by the board of directors based on a resolution from a previous board meeting [2][3][4] - The meeting was announced 15 days in advance, detailing the time, location, and voting methods, ensuring compliance with legal requirements [3][4] - A total of 371 shareholders attended the meeting, representing 415,326,580 shares, which is 46.7440% of the total voting shares [4][5] Group 2 - The meeting utilized a combination of on-site and online voting, with specific time slots allocated for each method [3][4] - The on-site meeting took place on June 25, 2025, in Shantou City, presided over by the company's chairman [3][4] - The online voting was conducted through the Shenzhen Stock Exchange's systems, allowing shareholders to vote at their convenience [3][4] Group 3 - The meeting's agenda included several proposals, all of which were subject to non-cumulative voting [6][7] - The voting results showed overwhelming support for the proposals, with most receiving over 99% approval from attending shareholders [6][7][8] - The proposals included plans for issuing H-shares and related matters, all of which were passed as special resolutions [7][8][18] Group 4 - The legal opinion provided by the law firm confirmed that the meeting's procedures, participant qualifications, and voting results were in accordance with the Company Law and relevant regulations [2][29] - The law firm verified that the meeting was conducted legally and effectively, ensuring that all actions taken were valid [28][29] - The company is positioned to proceed with its plans for H-share issuance and listing on the Hong Kong Stock Exchange following the successful resolutions [18][20]