广东卓建（中山）律师事务所关于中炬高新技术实业（集团）股份有限公司二〇二五年第四次临时股东会的法律意见书

Core Viewpoint - The legal opinion regarding the 2025 Fourth Extraordinary General Meeting of Zhongju High-tech Industrial (Group) Co., Ltd. confirms that the meeting's procedures, participant qualifications, and voting processes comply with relevant laws and regulations, ensuring the legitimacy of the resolutions passed [3][17][26]. Group 1: Meeting Procedures - The meeting was convened by the company's board of directors based on a resolution passed on October 24, 2025, and the notice was published 15 days in advance [3][4]. - The meeting took place on November 11, 2025, at a specified location, combining on-site and online voting methods [5][22]. - The notice included details such as the meeting time, location, voting methods, and agenda items [3][6]. Group 2: Attendance and Voting - A total of 548 participants attended the meeting, representing 213,251,683 shares, which is 27.5189% of the total voting shares [7]. - An additional 544 shareholders participated via online voting, representing 213,211,231 shares, or 27.5137% of the total voting shares [7]. - The qualifications of all attendees, including shareholders and proxies, were verified and deemed valid [8][9]. Group 3: Resolutions and Voting Results - The meeting reviewed three main proposals, all of which were consistent with the agenda published in the notice [10][16]. - The proposal to appoint Li Junwei as a non-independent director was approved with 210,302,591 votes in favor, accounting for 98.6170% of the valid votes [12][13]. - The revised "Zhongju High-tech Board Meeting Rules" and "Implementation Rules for Cumulative Voting System" were also approved with significant majorities of 97.2700% and 97.2769%, respectively [14][15]. Group 4: Legal Opinion - The legal opinion confirms that the meeting's convening, procedures, participant qualifications, and voting results are all in compliance with the Company Law and relevant regulations [17][26]. - The resolutions passed during the meeting are considered legally valid and effective [17][26].