金陵体育: 2025年第一次临时股东大会的法律意见书

Core Viewpoint - The legal opinion issued by Shanghai Junlan Law Firm confirms the legality and validity of the procedures and results of the 2025 first extraordinary general meeting of shareholders of Jiangsu Jinling Sports Equipment Co., Ltd. [1][6] Group 1: Meeting Procedures - The board of directors convened the 32nd meeting on August 8, 2025, to approve various proposals, including changes to registered capital and amendments to the company’s articles of association [1][3] - The notice for the extraordinary general meeting was published on August 9, 2025, detailing the meeting's basic information, including the date, location, and voting procedures [1][3] - The meeting was scheduled for August 26, 2025, with specific voting times outlined for both onsite and online participation [1][3] Group 2: Attendance and Voting - A total of 189 shareholders and representatives attended the meeting, representing 72,054,493 shares, which is 51.0266% of the total voting shares [5] - Among the attendees, 183 were minority investors, holding 509,897 shares, accounting for 0.3611% of the total voting shares [5] - The legal opinion confirms that the qualifications of the attendees were valid according to relevant laws and regulations [5][6] Group 3: Resolutions Passed - The meeting approved several proposals, including changes to registered capital and amendments to the articles of association, with voting results indicating majority support for each proposal [5][6] - Specific voting results included: - Proposal for changing registered capital received 71,927,274 votes in favor, representing 0.0348% of the total voting rights [5] - Proposal for the fundraising management system received 71,926,074 votes in favor, representing 0.0365% of the total voting rights [5] - Other proposals, such as the board meeting rules and remuneration management system, also received similar levels of support [5] Group 4: Conclusion - The legal opinion concludes that all aspects of the meeting, including the qualifications of the conveners, procedures, attendance, and voting results, comply with the Company Law and relevant regulations, rendering the resolutions valid [6]