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智明达: 北京中伦(成都)律师事务所关于成都智明达电子股份有限公司2025年第二次临时股东会的法律意见书

Core Viewpoint - The legal opinion letter confirms the legality of the convening and conducting of the 2025 second extraordinary general meeting of Chengdu Zhimianda Electronics Co., Ltd, ensuring compliance with relevant laws and regulations [1][2][7] Group 1: Meeting Procedures - The meeting was convened by the company's board of directors based on a resolution from the 26th meeting of the third board [2] - The meeting utilized a combination of on-site and online voting, with specific timeframes for network voting provided [2][3] - The actual time, location, and method of the meeting were consistent with the notification sent to shareholders [2][3] Group 2: Attendance and Qualifications - Eligible attendees included registered shareholders and their authorized representatives, with a total of 56 participants representing 8,127,461 shares (approximately 4.85% of total voting shares) in attendance [3] - Online voting saw participation from 52 shareholders, representing 20,504,488 shares (approximately 12.23% of total voting shares) [3][4] - The qualifications of attendees and the convenor were verified as legitimate [4] Group 3: Voting Procedures and Results - Voting was conducted through a combination of on-site and online methods, with results monitored and announced in accordance with company bylaws [5] - The first resolution received 28,541,858 votes in favor (99.69%), with 90,091 against (0.31%), and was passed [5][6] - The second resolution garnered 28,592,729 votes in favor (99.86%), with 39,220 against (0.14%), and was also passed [5][6] - The third resolution achieved 28,592,868 votes in favor (99.86%), with 39,081 against (0.14%), confirming its passage [6][7] Group 4: Conclusion - The legal opinion concludes that the meeting's procedures, participant qualifications, and voting results are all in compliance with applicable laws and regulations [7]