上工申贝: 北京市天元律师事务所上海分所关于上工申贝（集团）股份有限公司2024年年度股东大会的法律意见

Core Viewpoint - The legal opinion confirms that the 2024 annual general meeting of shareholders for Shangong Shenbei (Group) Co., Ltd. was convened and conducted in compliance with relevant laws and regulations, ensuring the legitimacy of the meeting and its outcomes [1][4][12]. Group 1: Meeting Procedures - The board of directors convened the 14th meeting on April 25, 2025, to approve the notice for the 2024 annual general meeting, which was subsequently announced on June 6, 2025 [2][3]. - The meeting was held on June 26, 2025, at 13:30 in Shanghai, combining both on-site and online voting methods [3][4]. Group 2: Attendance and Qualifications - A total of 868 participants attended the meeting, holding 112,346,605 voting shares, which accounted for 15.9999% of the total shares, after excluding repurchased shares [4][5]. - The meeting was convened by the board of directors, and the qualifications of attendees were verified as legitimate [5][6]. Group 3: Voting Procedures and Results - All agenda items were voted on without any postponements, with both on-site and online votes counted [6][12]. - The voting results for key resolutions included: - Approval of the 2024 Board of Directors' Work Report with 111,137,695 votes in favor [6][7]. - Approval of the 2024 Supervisory Board's Work Report with 111,167,095 votes in favor [7][8]. - Approval of the 2024 Annual Financial Report and 2025 Budget with 111,157,795 votes in favor [8][9]. - Approval of the 2024 Profit Distribution Plan with 111,133,695 votes in favor [9][10]. - Approval of the 2025 Comprehensive Bank Credit Proposal with 111,209,695 votes in favor [10][11]. - Approval of the 2024 Audit Fees and Appointment of the 2025 Auditor with 111,119,495 votes in favor [11][12]. Group 4: Conclusion - The legal opinion concludes that the meeting's procedures, attendance qualifications, and voting results were all conducted in accordance with applicable laws and regulations, affirming the validity of the meeting [12].