*ST大立: 国浩律师(杭州)事务所关于浙江大立科技股份有限公司2025年第二次临时股东大会的法律意见书

Core Viewpoint - The legal opinion letter from Guohao Law Firm confirms that the second extraordinary general meeting of shareholders of Zhejiang Dali Technology Co., Ltd. held on July 31, 2025, complied with relevant laws and regulations, ensuring the legality and validity of the meeting procedures, participant qualifications, and voting results [2][3][10]. Group 1: Meeting Procedures - The board of directors published the notice for the extraordinary general meeting on July 15, 2025, detailing the meeting time, location, convenor, voting methods, and agenda [3][4]. - The meeting was held on July 31, 2025, at 14:30 in the company’s conference room, presided over by Chairman Pang Huimin [3][4]. - The meeting utilized both on-site and online voting methods, with clear instructions provided for the online voting process [3][4]. Group 2: Participant Qualifications - Eligible participants included all shareholders registered with the China Securities Depository and Clearing Corporation Limited as of the close of trading on the day prior to the notice [5][6]. - A total of 7 shareholders attended the meeting in person, representing 163,680,701 shares, which accounted for 27.6050% of the total voting shares [5][6]. - The combined total of shareholders attending in person and via online voting was 87, representing 170,560,863 shares, or 28.7653% of the total voting shares [5][6]. Group 3: Voting Procedures and Results - The meeting conducted voting on the agenda items through both on-site and online methods, with results compiled according to the company’s articles of association [7][10]. - The voting results indicated that the election of Mr. Zeng Yi as a non-independent director was successful, with the voting procedures adhering to legal requirements [10][11]. - The voting for the first two agenda items was conducted using a cumulative voting method, while the remaining items required a two-thirds majority for special resolutions and a simple majority for ordinary resolutions [10].