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海立股份: 上海市方达律师事务所关于海立股份2025年第二次临时股东大会之法律意见书

Core Viewpoint - The legal opinion letter confirms that the procedures for the 2025 Second Extraordinary General Meeting of Shanghai Haile Group Co., Ltd. comply with relevant Chinese laws and regulations, as well as the company's articles of association [3][7]. Group 1: Meeting Procedures - The notice for the meeting was published on July 1, 2025, in accordance with the requirements of the Shanghai Stock Exchange, meeting the 15-day notice period [4]. - The meeting utilized a combination of on-site and online voting, with the on-site meeting held at the M floor auditorium [4]. - The legal opinion asserts that the convening and holding procedures of the meeting are in compliance with Chinese laws and the company's articles of association [5][7]. Group 2: Voting Participation and Qualifications - A total of 10 shareholders (including proxies) participated in the on-site voting, representing 311,213,473 shares, which is 28.9947% of the total voting shares [5]. - The combined results from on-site and online voting showed participation from 1,666 shareholders, representing 327,550,165 shares, or 30.5167% of the total voting shares [6]. - The qualifications of the participating shareholders were verified and found to be compliant with relevant laws and the company's articles of association [6][7]. Group 3: Voting Procedures and Results - The meeting voted on three proposals, including the election of the board of directors and amendments to the articles of association, with specific resolutions for minority investors [6]. - Proposals 1 and 3 were passed by ordinary resolution, while Proposal 2 was passed by special resolution, requiring two-thirds majority approval [6][7]. - The legal opinion concludes that the voting procedures and results are valid and comply with Chinese laws and the company's articles of association [7].