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东山精密: 2025年度第二次临时股东会法律意见书
Zheng Quan Zhi Xing· 2025-08-21 17:00
Group 1 - The core opinion of the article is that the legal opinion confirms the compliance of the procedures and qualifications related to the convening of the 2025 second extraordinary general meeting of Suzhou Dongshan Precision Manufacturing Co., Ltd. [1][2][4] Group 2 - The meeting was convened by the sixth board of directors of Dongshan Precision, with a notice published 15 days in advance, complying with legal and regulatory requirements [1][2] - A total of 1,854 shareholders and authorized representatives attended the meeting, representing 955,384,325 shares with voting rights [2] - The proposals discussed at the meeting were put forward by the sixth board of directors and announced 15 days prior, meeting all necessary legal and procedural requirements [2][3] Group 3 - The voting process combined on-site and online voting, with results announced immediately, and no objections raised by attendees [2][4] - The first proposal regarding the investment in high-end printed circuit board projects was approved with 99.9813% of votes in favor [2][3] - The second proposal for increasing capital in a wholly-owned subsidiary received 99.9700% approval [3] - The third proposal for changing registered capital and amending the articles of association was approved with 99.9690% of votes in favor [4] Group 4 - The legal opinion concludes that all aspects of the meeting, including the convening, attendance, proposals, voting procedures, and results, are in compliance with legal and regulatory standards [4]
苏州东山精密制造股份有限公司 关于变更注册资本及修订《公司章程》的公告
Capital Change and Company Bylaws Revision - The company announced a change in registered capital and a revision of its bylaws, which was approved during the 25th meeting of the sixth board of directors held on August 5, 2025 [1][15] - The registered capital increased from 1,705,913,710 yuan to 1,831,607,532 yuan, following the issuance of 125,693,822 new A-shares [1][2] Subsidiary Capital Increase - The company approved a capital increase for its wholly-owned subsidiary, Hong Kong Dongshan Holding Limited, amounting to 3.50 billion USD (approximately 24.98 billion yuan) to support the investment in a high-end printed circuit board project [5][6] - The capital increase will be executed through a combination of cash and debt-to-equity swaps, enhancing the capital strength of the subsidiary [6][8] Board Meeting Resolutions - The resolutions from the board meeting included the approval of the capital increase and the change in registered capital, both of which require shareholder approval [12][15] - The board meeting was attended by all nine directors, and the resolutions were passed unanimously [12][18] Upcoming Shareholder Meeting - A second extraordinary shareholder meeting for 2025 is scheduled for August 21, 2025, to discuss the approved resolutions [20][21] - The meeting will allow shareholders to vote either in person or via an online voting system [22][30]