国浩律师（上海）事务所关于三变科技股份有限公司2025年第三次临时股东大会法律意见书

Core Points - The company held its third extraordinary general meeting of shareholders for 2025 on September 3, 2025, with legal opinions provided by Guohao Law Firm [1][2][40] - The meeting's agenda was approved by the company's board of directors and publicly announced in advance [2][20] - The meeting was conducted both in-person and via online voting, with a total of 326 participants representing 81,002,652 shares, which is 27.5396% of the total share capital [21][3] Meeting Procedures - The meeting was convened in accordance with the relevant laws and regulations, and the procedures were verified as compliant [4][14] - The meeting took place at the company's designated location and followed the announced schedule [3][18] - Voting was conducted through both written ballots and online systems, with specific time slots for each [3][17] Attendance and Voting - A total of 1 shareholder attended the meeting in person, representing 70,753,492 shares, or 24.0551% of the voting shares [5][21] - Online voting included 325 participants representing 10,249,160 shares, or 3.4846% of the voting shares [8][21] - The meeting included company directors, supervisors, senior management, and legal representatives, all of whom met the qualifications for attendance [6][22] Proposals and Resolutions - A new proposal was added to the agenda regarding the election of Liu Yulai as a non-independent director, which was approved by the board [9][12] - The meeting reviewed and approved several key proposals, including changes to the registered capital and amendments to the company's articles of association [11][12] - All proposals were passed with significant support, with the majority receiving over 99% approval from the voting shareholders [23][25][27] Legal Opinions - The legal opinions confirmed that the meeting's procedures, attendance qualifications, and voting results were all valid and in compliance with applicable laws and regulations [14][40] - The law firm provided a comprehensive legal opinion that the meeting was conducted lawfully and effectively [40][41]