登录新浪财经APP 搜索【信披】查看更多考评等级 金证法意[2025]字1224第1067号 致：承德露露股份公司 北京金诚同达律师事务所（以下简称"本所"）接受承德露露股份公司（以下简称"承德露露"或"公司"） 的聘请，指派本所律师出席公司2025年第三次临时股东会（以下简称"本次股东会"）并对会议的相关事 项出具法律意见书。 本所律师根据《中华人民共和国公司法》（以下简称"《公司法》"）、《中华人民共和国证券法》《上 市公司股东会规则》（以下简称"《股东会规则》"）《律师事务所从事证券法律业务管理办法》《律师 事务所证券法律业务执业规则（试行）》等有关法律、法规和规范性文件的要求以及《承德露露股份公 司章程》（以下简称"《公司章程》"）的规定，对本次股东会的召集、召开程序，出席会议人员的资 格、召集人资格，会议的表决程序、表决结果等重要事项进行核验，出具本法律意见书。 本次股东会经公司第八届董事会2025年第二次临时会议决议召开，公司于2025年12月9日在深圳证券交 易所网站及公司指定媒体上公告了《承德露露股份公司关于召开2025年第三次临时股东会的通知》（公 告编号：2025-059）（以下简称"《会 ...

Group 1 - The meeting was convened and held in accordance with the relevant laws and regulations, including the Company Law and Securities Law [2][19] - The meeting was called by the company's board of directors and was approved during the board meeting held on July 21, 2025 [3][5] - A total of 47 shareholders and their proxies attended the meeting, representing 54,927,722 shares, which is 53.4446% of the total voting shares [5][6] Group 2 - The meeting utilized a combination of on-site voting and online voting, with the on-site meeting held on August 6, 2025 [4][9] - The online voting was conducted through the Shenzhen Stock Exchange system, with specific time slots for participation [5][8] - The voting results showed that 54,913,322 shares voted in favor of the proposal, accounting for 99.9738% of the votes cast [10][12] Group 3 - The proposal received 14,400 votes against it, representing 0.0262% of the total votes [10][12] - Among minority investors, 147,940 shares voted in favor, which is 91.1297% of their total voting shares [11][14] - The proposal was classified as a special resolution and was approved by more than two-thirds of the voting shares present at the meeting [11][19]

Group 1 - The legal opinion confirms that the convening and holding procedures of the shareholders' meeting of Jiangsu Zhongchao Holdings Co., Ltd. comply with the Company Law, Securities Law, and the company's articles of association [2][15] - The meeting was convened by the board of directors and the qualifications of the convener meet the legal requirements [2][3] - The notice for the shareholders' meeting was published in accordance with legal regulations [4][5] Group 2 - The meeting was held on July 31, 2025, at 13:30 in Yixing City, Jiangsu Province, and was presided over by Ms. Li Bianfen [3][6] - The voting took place both on-site and through the Shenzhen Stock Exchange internet voting system, with specific time frames for participation [3][6] Group 3 - A total of 1,854 participants attended the meeting, representing 247,126,851 shares, which is 18.0548% of the total shares [6] - The voting results showed that 242,659,351 shares were in favor of the proposals, meeting the requirement for special resolutions [7][10] Group 4 - The voting results from minority shareholders indicated that 69.9970% supported the proposals, while 27.7220% opposed them [7][8] - The legal opinion concludes that the voting procedures and results are valid and comply with relevant laws and regulations [15]

Core Viewpoint - The legal opinion confirms that the procedures for the second extraordinary general meeting of shareholders held by Zhongyan Anhui Hongsifang Fertilizer Co., Ltd. on July 10, 2025, comply with relevant laws, regulations, and the company's articles of association [1][5]. Group 1: Meeting Procedures - The meeting was convened by the company's board of directors, with proper announcements made in various financial publications and on the company's designated information disclosure website [1]. - The meeting was held on July 10, 2025, with specific voting times set for both on-site and online participation [2]. Group 2: Attendance and Voting - A total of 288 participants attended the meeting, representing 196,057,363 valid voting shares, which is 75.4066% of the total voting shares [2][3]. - The voting process combined on-site and online methods, with results being monitored and recorded according to the company's articles of association [3][4]. Group 3: Voting Results - The meeting approved several resolutions, including the election of non-independent and independent directors, with approval rates exceeding 99.69% for most resolutions [4][5]. - The legal opinion asserts that the voting results are legitimate and valid, adhering to all legal and regulatory requirements [5].