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北京市大地律师事务所 关于中节能环境保护股份有限公司 2025年第二次临时股东会 的法律意见书

Core Points - The company held its second extraordinary general meeting of shareholders in 2025 on September 11, 2025, in accordance with relevant laws and regulations [20][21] - The meeting was attended by 121 participants representing 2,596,841,257 shares, accounting for 83.7943% of the total shares with voting rights [21][22] - All proposed resolutions were passed with significant majority votes, indicating strong shareholder support [15][22] Group 1: Meeting Procedures - The meeting was convened following a decision made at the eighth board meeting on August 26, 2025, and the notice was published on August 27, 2025 [1][3] - The meeting combined on-site voting with online voting, allowing shareholders to participate in various ways [2][20] - The procedures for convening and conducting the meeting were verified to comply with legal and regulatory requirements [3][15] Group 2: Attendance and Voting Results - A total of 121 shareholders and proxies attended the meeting, representing 2,596,841,257 shares [21][22] - The voting results showed overwhelming support for all resolutions, with the highest approval rate being 99.9850% for the amendment of the board meeting rules [30][22] - The resolutions included amendments to the company’s articles of association, management systems, and the appointment of the 2025 audit firm [6][12][33] Group 3: Legal Opinions - The legal opinion issued by Beijing Dadi Law Firm confirmed that the meeting's notice, convening, and voting procedures were in compliance with relevant laws and the company's articles of association [37] - The qualifications of the conveners and attendees were deemed valid and legal [5][15] - The voting procedures and results were also confirmed to be lawful and effective [15][37]