国浩律师(上海)事务所 关于山子高科技股份有限公司 2025年第二次临时股东会的法律意见书

Core Viewpoint - The company held its second extraordinary general meeting of shareholders for 2025 on November 13, 2025, with legal opinions confirming the legality of the meeting's procedures and outcomes [1][10]. Group 1: Meeting Procedures - The board of directors announced the meeting on October 29, 2025, and provided additional notifications regarding temporary proposals on November 4, 2025 [2][3]. - The meeting was conducted both in-person and via online voting, with specific time slots for each voting method [3][16]. - The meeting's location and time were compliant with the announced details, and the voting arrangements were adequately communicated to shareholders [3][16]. Group 2: Attendance and Voting - A total of 11,335 shareholders participated in the voting, representing 3,385,545,604 shares, which is 33.8640% of the total voting shares [4][18]. - The qualifications of the attending shareholders and representatives were verified as legitimate, and the meeting was convened by the board of directors [5][10]. Group 3: Voting Results - The following proposals were approved during the meeting: 1. Proposal on Debt Restructuring of European Subsidiary: Approved by 3,255,272,601 shares (96.1521%) [20]. 2. Proposal to Purchase Directors and Officers Liability Insurance: Approved by 3,369,248,480 shares (99.5186%) [22]. 3. Proposal for Re-election of Non-Independent Directors: Approved by 3,372,527,580 shares (99.6155%) [24]. 4. Proposal to Reappoint Tianjian Accounting Firm for 2025 Audit: Approved by 3,370,623,980 shares (99.5593%) [26]. Group 4: Legal Opinions - The legal opinions provided by Guohao Law Firm confirmed that the meeting's procedures, the qualifications of the conveners, and the voting processes were all in compliance with relevant laws and the company's articles of association [10][27].