万马科技: 北京市天元律师事务所关于万马科技股份有限公司2024年年度股东大会法律意见书

Core Viewpoint - The legal opinion from Beijing Tianyuan Law Firm confirms that the 2024 Annual General Meeting of Wanma Technology Co., Ltd. was convened and conducted in compliance with relevant laws and regulations, ensuring the legitimacy of the meeting and its resolutions [2][3][14]. Group 1: Meeting Procedures - The board of directors of Wanma Technology convened the meeting on June 9, 2025, and issued the notice for the meeting on June 10, 2025, detailing the time, location, agenda, voting methods, and attendees [3][4]. - The meeting utilized a combination of on-site and online voting, held on June 30, 2025, at 15:00 in Hangzhou, Zhejiang Province, presided over by Chairman Zhang Heyang [4][6]. Group 2: Attendee Qualifications - A total of 76 attendees, including shareholders and their proxies, held 65,523,502 voting shares, representing 48.8981% of the total shares [5]. - The meeting was attended by 8 shareholders in person, holding 65,437,902 voting shares, which is 48.8343% of the total [5]. Group 3: Voting Procedures and Results - All agenda items were voted on without any postponements, with the voting conducted through both on-site and online methods [6][14]. - The voting results for key resolutions included: - The 2024 Annual Board Work Report received 65,503,102 votes in favor, accounting for 99.9911% of the votes cast [6][7]. - The 2024 Annual Financial Report also passed with 65,505,802 votes in favor, representing 99.9953% [8][9]. - The proposal for the 2024 profit distribution plan was approved with 65,491,002 votes in favor, which is 99.9911% [10][11]. - The resolution for the reappointment of the accounting firm received 65,496,902 votes in favor, equating to 99.9893% [12][13]. Group 4: Legal Conclusion - The legal opinion concludes that the meeting's convening, attendee qualifications, and voting procedures were all conducted in accordance with applicable laws and regulations, affirming the validity of the meeting and its resolutions [14].