西陇科学: 北京中银律师事务所关于西陇科学股份有限公司2025年第一次临时股东大会的法律意见书

Core Viewpoint - The legal opinion issued by Beijing Zhongyin Law Firm confirms that the convening and procedures of the 2025 First Extraordinary General Meeting of Shareholders of Xilong Science Co., Ltd. comply with relevant laws, regulations, and the company's articles of association [1][2][14]. Group 1: Meeting Procedures - The first extraordinary general meeting is scheduled for August 13, 2025, as decided by the company's board of directors on July 29, 2025 [2][3]. - The meeting will be conducted using a combination of on-site and online voting, with specific time slots for online voting provided [3][4]. - The legal opinion confirms that the convening and procedural aspects of the meeting are in accordance with legal and regulatory requirements [3][4][14]. Group 2: Attendee Qualifications - The meeting is convened by the company's board of directors, which meets the requirements set forth in the Company Law and the company's articles of association [4]. - All ordinary shareholders registered by the close of trading on August 6, 2025, are entitled to attend the meeting and may appoint proxies to vote on their behalf [4][5]. - A total of 5 shareholders attended the meeting in person, representing 149,844,722 shares, which is 25.6050% of the total voting shares [4][5]. Group 3: Voting Results - The meeting approved the proposal to amend the company's articles of association, with 153,011,872 shares voting in favor, representing a majority of the valid voting shares [5][7]. - The proposal to revise and establish certain governance systems was also approved, with 152,983,872 shares in favor, indicating strong support from shareholders [7][8]. - The proposal to increase the hedging business quota received 152,965,272 votes in favor, further demonstrating shareholder approval [12][13]. Group 4: Conclusion - The legal opinion concludes that the convening, attendee qualifications, voting procedures, and results of the extraordinary general meeting are all valid and comply with applicable laws and regulations [14].