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万润股份: 上海市方达(北京)律师事务所关于中节能万润股份有限公司2025年第二次临时股东大会的法律意见书

Core Viewpoint - The legal opinion letter confirms that the procedures for convening and holding the 2025 second extraordinary general meeting of shareholders of China Energy Conservation and Environmental Protection Group Co., Ltd. comply with relevant Chinese laws and regulations as well as the company's articles of association [1][3][7]. Group 1: Meeting Procedures - The notice for the meeting was published on July 10, 2025, in accordance with the requirements of the Shenzhen Stock Exchange and relevant regulations [3][4]. - The meeting utilized a combination of on-site and online voting, with the on-site meeting held at the company's headquarters [3][4]. - The notice was published 15 days prior to the meeting, meeting the legal requirements [4]. Group 2: Voting Participation and Qualifications - A total of 9 shareholders participated in the on-site voting, representing 250,282,994 shares, which is 26.9428% of the total voting shares [5]. - Overall, 456 shareholders participated in the voting, representing 475,761,223 shares, or 51.2153% of the total voting shares [5]. - The qualifications of the participating shareholders were verified and found to be compliant with relevant laws and the company's articles of association [5][6]. Group 3: Voting Results - The proposal regarding the public issuance of shares by a controlling subsidiary received 460,252,837 votes in favor, accounting for 96.7403% of the votes cast [6]. - The election of non-independent directors received 475,398,473 votes in favor, representing 99.9238% of the votes cast [6][7]. - Both proposals were passed, with the voting procedures and results deemed legal and valid [7].