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正弦电气: 广东信达律师事务所关于深圳市正弦电气股份有限公司2025年第二次临时股东大会的法律意见书

Core Viewpoint - The legal opinion letter from Guangdong Xinda Law Firm confirms the legality of the second extraordinary general meeting of Shenzhen Zhengxian Electric Co., Ltd. held in 2025, ensuring compliance with relevant laws and regulations [1][2][14]. Group 1: Meeting Organization - The meeting was convened based on a proposal to hold the second extraordinary general meeting of 2025, with notifications detailing the time, location, and voting methods [3][4]. - The equity registration date for the meeting was set for July 18, 2025, as verified by the China Securities Depository and Clearing Corporation [3][4]. Group 2: Meeting Procedures - The meeting was conducted using a combination of on-site and online voting, with the on-site meeting taking place on July 24, 2025, at 14:30 [3][4]. - Online voting was available through the Shanghai Stock Exchange's voting system during specified time slots on the same day [4]. Group 3: Attendance and Voting - The qualifications of attendees, including shareholders and their proxies, were verified as legitimate, allowing them to exercise their voting rights [6]. - A total of 24 shareholders participated in online voting, representing 18,751,820 shares, which accounted for 21.6539% of the total voting shares [6]. Group 4: Voting Results - The voting results showed overwhelming support for the proposals, with 54,606,547 shares (99.9972%) in favor and only 1,500 shares (0.0028%) against, indicating strong shareholder approval [7][8]. - The results from minority investors also reflected significant support, with 2,040,547 shares (99.9265%) in favor and 1,500 shares (0.0735%) against [7][8]. Group 5: Conclusion - The legal opinion concludes that the meeting's organization, attendance, and voting procedures were all conducted in accordance with the Company Law, Securities Law, and relevant regulations, affirming the validity of the meeting and its outcomes [14].