慕思股份: 国浩律师(深圳)事务所关于慕思健康睡眠股份有限公司2025年第二次临时股东大会之法律意见书

Core Viewpoint - The legal opinion confirms that the second extraordinary general meeting of shareholders of Mousse Health Sleep Co., Ltd. was convened and conducted in compliance with relevant laws and regulations, ensuring the validity of the meeting and its resolutions [2][5][6]. Group 1: Meeting Procedures - The board of directors announced the meeting on July 29, 2025, through various media, detailing the meeting's time, location, and agenda [2]. - The meeting took place on August 13, 2025, at the company's conference room in Dongguan, presided over by Chairman Wang Bingkun, with both on-site and online voting options available [3][4]. Group 2: Attendance and Voting - A total of 153 participants attended the meeting, representing 328,467,776 shares, which is 83.5015% of the total voting shares [4]. - Among the attendees, 148 were minority investors, representing 12,267,776 shares, or 3.1187% of the total voting shares [4]. Group 3: Resolutions and Voting Results - The meeting reviewed and voted on the agenda items as notified, with the voting conducted through both on-site and online methods [5]. - The voting results showed that 328,457,576 shares (99.9969%) were in favor, 9,700 shares (0.0030%) opposed, and 500 shares (0.0002%) abstained, confirming the resolutions were passed with the required majority [6]. Group 4: Legal Compliance - The legal opinion concludes that all aspects of the meeting, including the convening, attendance, and voting procedures, complied with the Company Law and other relevant regulations, affirming the legitimacy of the resolutions passed [5][6].