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江苏华辰: 上海市方达(北京)律师事务所关于江苏华辰变压器股份有限公司“华辰转债”2025年第一次债券持有人会议的法律意见书

Core Viewpoint - The legal opinion letter confirms that the procedures for convening and holding the first bondholders' meeting of Jiangsu Huachen Transformer Co., Ltd. for the "Huachen Convertible Bonds" 2025 are compliant with relevant Chinese laws and regulations [2][6]. Group 1: Meeting Procedures - The meeting was convened following the resolution passed by the company's board of directors on August 20, 2025, and the notice was published more than fifteen days prior to the meeting date, in accordance with legal requirements [4]. - The meeting utilized a combination of on-site and remote voting methods, ensuring compliance with the regulations [4][6]. Group 2: Attendance and Qualification - A total of 1 bondholder attended the meeting, representing 1,360 convertible bonds, which is 0.03% of the total outstanding convertible bonds [4][5]. - The qualifications of the attendees were verified to be in accordance with relevant laws and regulations [5]. Group 3: Voting Procedures and Results - The voting for the proposal to absorb and merge with a wholly-owned subsidiary resulted in 1,360 votes in favor, representing 100% of the votes cast, with no opposing or abstaining votes [5]. - The proposal was approved as it received consent from bondholders representing more than half of the total voting rights [5][6]. Group 4: Conclusion - The legal opinion concludes that all aspects of the meeting, including convening procedures, attendee qualifications, and voting processes, are valid and comply with applicable laws and regulations [6].