Core Viewpoint - The legal opinion issued by Beijing Jincheng Tongda Law Firm confirms that the convening and voting procedures of the 2025 third extraordinary general meeting of Chengde Lulux Co., Ltd. comply with relevant laws and regulations, ensuring the legitimacy and effectiveness of the meeting's resolutions [4][16]. Group 1: Meeting Procedures - The meeting was convened based on a resolution from the company's eighth board of directors and was announced on December 9, 2025 [4]. - The meeting utilized a combination of on-site and online voting methods, allowing shareholders to participate through the Shenzhen Stock Exchange voting system [5][22]. - The on-site meeting took place on December 24, 2025, at 3:30 PM in Chengde, Hebei Province [6][21]. Group 2: Attendance and Voting - A total of 362 participants attended the meeting, representing 494,269,899 shares, which is 48.4578% of the total shares with voting rights [8][23]. - Among the attendees, 8 were present on-site, representing 450,121,926 shares (44.1296%), while 354 participated via online voting, representing 44,147,973 shares (4.3282%) [9][23]. - The meeting included 357 small shareholders, representing 44,482,033 shares (4.3610%) [24]. Group 3: Proposals and Voting Results - The agenda included a proposal to change the accounting firm, which was the only item discussed [11][26]. - The voting results showed that 493,326,633 shares (99.8092%) approved the proposal, while 680,666 shares opposed it, and 262,600 shares were abstained [14][26]. - Among small shareholders, 43,538,767 shares (97.8794%) supported the proposal, with 680,666 shares opposing and 262,600 shares abstaining [27]. Group 4: Legal Opinion - The legal opinion from Beijing Jincheng Tongda Law Firm confirmed that the meeting's procedures, attendance qualifications, and voting processes adhered to the Company Law and relevant regulations, validating the meeting's resolutions [16][28].
北京金诚同达律师事务所 关于承德露露股份公司 2025年第三次临时股东会的法律意见书