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中国科传: 北京德恒律师事务所关于中国科技出版传媒股份有限公司2025年第二次临时股东大会的法律意见

Core Viewpoint - The legal opinion confirms the legitimacy of the second extraordinary general meeting of shareholders of China Science Publishing & Media Group Limited scheduled for July 29, 2025, ensuring compliance with relevant laws and regulations [1][3][6]. Group 1: Meeting Procedures - The meeting was convened following the approval of the proposal to hold the second extraordinary general meeting, with a notice published on the Shanghai Stock Exchange website more than 15 days prior to the meeting date [3][4]. - The meeting is set to take place on July 29, 2025, at 14:30 in Beijing, with specific time slots allocated for online voting [4][6]. - The procedures for convening and holding the meeting were found to be in accordance with the Company Law and relevant regulations [4][6]. Group 2: Attendance and Qualifications - A total of 648,639,471 shares, representing 82.0543% of the company's total shares, were eligible for voting, with 2 shareholders attending the meeting in person [5][6]. - 452 shareholders participated in the online voting, representing 31,569,289 shares or 3.9936% of the total shares [5][6]. - The qualifications of all attendees, including the convenor, were verified and deemed valid according to the Company Law and relevant regulations [5][6]. Group 3: Voting Procedures and Results - The voting process combined both on-site and online methods, ensuring all agenda items were voted on without any postponements [6][7]. - The voting results indicated that 646,732,650 shares (99.7060%) were in favor of the proposals, with a small number of shares opposed [6][7]. - The voting results from minority investors showed a high approval rate of 96.8483% [7]. Group 4: Conclusion - The legal opinion concludes that the meeting's convening, attendance, voting procedures, and results are all in compliance with the Company Law and relevant regulations, rendering the resolutions valid [6][7].