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大智慧涉及诉讼事项 原告要求撤销股东大会通过的湘财股份吸收合并公司事项等议案
Zhi Tong Cai Jing· 2025-11-12 04:35
Core Viewpoint - The company is facing a lawsuit regarding the validity of its second extraordinary general meeting resolution in 2025, which the plaintiff claims violates relevant regulations due to a lack of proper evaluation of a significant related party transaction [1][2]. Group 1: Lawsuit Details - The plaintiff, Wang Gongwei, filed a lawsuit on October 15, 2025, in the Shanghai Pudong New District People's Court, seeking to annul the company's second extraordinary general meeting resolution of 2025 [1]. - The plaintiff argues that the merger with Xiangcai Co. constitutes a major related party transaction, which should have undergone evaluation by a qualified intermediary due to its size exceeding 30 million yuan and accounting for more than 5% of the company's latest audited net assets [1]. - The plaintiff claims that the company did not hire a securities service institution to audit or evaluate the overall assets of Xiangcai Co., nor did the shareholders' meeting review any such audit or evaluation report [1]. Group 2: Company's Response - As of the announcement date, the company has completed various tasks related to the absorption merger according to relevant rules and has followed the necessary review procedures, asserting that the shareholders' meeting resolution is legal and valid [2]. - The company plans to actively address the lawsuit in accordance with the relevant regulations [2].
大智慧(601519.SH)涉及诉讼事项 原告要求撤销股东大会通过的湘财股份吸收合并公司事项等议案
智通财经网· 2025-11-11 14:12
Core Viewpoint - The company is facing a lawsuit regarding the validity of its second extraordinary general meeting resolution in 2025, with claims that it violated internal and regulatory rules concerning related party transactions [1][2] Group 1: Lawsuit Details - The plaintiff, Wang Gongwei, filed a lawsuit on October 15, 2025, in the Shanghai Pudong New District People's Court, seeking to annul the company's resolution from the second extraordinary general meeting of 2025 [1] - The plaintiff argues that the merger with Xiangcai Co. constitutes a significant related party transaction, which should have undergone proper evaluation and approval processes as per the company's rules [1] - The plaintiff claims that the company failed to hire a qualified intermediary to assess the overall assets of Xiangcai Co. and did not present any audit or evaluation reports to the shareholders [1] Group 2: Company's Response - As of the announcement date, the company has completed the necessary procedures related to the merger and asserts that the shareholder meeting's resolution is legal and valid [2] - The company plans to actively address the lawsuit in accordance with relevant regulations [2]
嘉化能源: 北京海润天睿律师事务所关于浙江嘉化能源化工股份有限公司2025年第二次临时股东大会的法律意见书
Zheng Quan Zhi Xing· 2025-08-22 16:29
Core Points - The legal opinion letter confirms that the procedures for convening and holding the 2025 Second Extraordinary General Meeting of Shareholders of Zhejiang Jiahua Energy Chemical Co., Ltd. comply with relevant laws and regulations [4][14] - The meeting was announced on August 6, 2024, and was held on August 22, 2025, with a total of 329 shareholders present, representing 570,127,055 shares, which is 43.2251% of the total voting shares [3][5] - The voting process included both on-site and online voting, with specific time frames for each method [3][7] Meeting Procedures - The meeting was convened following a resolution and notification sent to all shareholders, published in major financial newspapers and on the Shanghai Stock Exchange website [3][4] - The meeting was chaired by the company's chairman, Han Jianhong, and took place at the Jiahua Research Institute [3][4] Attendance and Voting - A total of 329 participants, including shareholders and their proxies, attended the meeting, confirming their qualifications as per legal requirements [5][14] - The voting results showed that 569,746,455 shares (99.9333%) were in favor of the proposals, with only 270,400 shares (0.4362%) against [7][10] Resolutions - All items on the agenda were approved without any additions, rejections, or modifications, aligning with the meeting notification [5][14] - The resolutions passed included ordinary and special resolutions, with the required majority achieved for each [10][14]
品茗科技: 国浩律师(北京)事务所关于品茗科技2025年第二次临时股东大会之法律意见书
Zheng Quan Zhi Xing· 2025-08-06 16:22
Core Points - The legal opinion letter from Grandall Law Firm (Beijing) confirms the validity of the second extraordinary general meeting of shareholders for Pinming Technology Co., Ltd. held in 2025 [3][9] - The meeting's procedures, participant qualifications, and voting results were all found to be in compliance with relevant laws and regulations [9] Group 1: Meeting Procedures - The meeting was convened according to the notice published, detailing the time, location, and agenda [4] - The actual time and location of the meeting matched the notice, confirming proper procedures were followed [4][6] Group 2: Participant Qualifications - A total of 11 shareholders attended the meeting, representing 51,192,923 shares, which is 66.0219% of the total voting shares [5] - All attending shareholders were verified as registered shareholders as of August 1, 2025 [5][6] Group 3: Voting Procedures and Results - Three resolutions were presented and voted on during the meeting, all of which were approved [6][8] - The first resolution regarding the appointment of the 2025 audit firm received 99.5562% approval [7] - The second resolution to abolish the supervisory board and amend the articles of association received 99.5780% approval, qualifying as a special resolution [7] - The third resolution concerning the formulation and revision of certain governance systems also received 99.5780% approval [7][8]
上海锦天城(合肥)律师事务所 关于合肥丰乐种业股份有限公司 2025年第一次临时股东大会的法律意见书
Zheng Quan Ri Bao· 2025-08-04 22:32
Core Points - The legal opinion issued by Shanghai Jintiancheng (Hefei) Law Firm confirms the legality and validity of the convening and holding procedures of Hefei Fengle Seed Industry Co., Ltd.'s 2025 First Extraordinary General Meeting of Shareholders [1][10] - The meeting was convened by the company's board of directors and followed the required legal and regulatory procedures [2][3] - The meeting adopted a combination of on-site voting and online voting methods, with specific timeframes for each [2][13][15] Group 1: Meeting Procedures - The meeting was called on August 4, 2025, at 14:30, at the company's headquarters [13][14] - A total of 575 shareholders and their proxies attended the meeting, representing 186,089,236 shares, which is 30.3070% of the total voting shares [17][18] - The meeting's procedures were in compliance with the Company Law and the company's articles of association [3][9][16] Group 2: Voting Results - The proposal to change the company's name and amend the articles of association was approved with 185,680,333 votes in favor, accounting for 99.7803% of the valid votes [6][22] - Among minority shareholders, 93.7537% voted in favor of the proposal [7][23] - The proposal was classified as a special resolution and was passed with more than two-thirds of the voting rights present [8][22] Group 3: Legal Opinion - The law firm confirmed that all aspects of the meeting, including the qualifications of the convenor, attendees, agenda items, and voting procedures, complied with relevant laws and regulations [10][24] - The legal opinion will be published alongside the resolutions of the meeting [1][10]
华映科技: 华映科技(集团)股份有限公司2025年第二次临时股东大会法律意见书
Zheng Quan Zhi Xing· 2025-07-15 11:19
Core Viewpoint - The legal opinion letter confirms the legality and validity of the procedures, qualifications of attendees, and voting results of the 2025 Second Extraordinary General Meeting of Huaying Technology (Group) Co., Ltd. [1][3][16] Group 1: Meeting Procedures - The meeting was convened in accordance with the relevant laws and regulations, with a notice published 15 days prior to the meeting date [3][5]. - The meeting was held on July 15, 2025, using a combination of on-site and online voting methods [3][4]. Group 2: Attendees and Qualifications - A total of 1,355 attendees, representing 676,733,534 shares (24.4659% of total voting shares), participated in the meeting [5]. - Online voting involved 1,353 shareholders, representing 391,295,569 shares (14.1465% of total shares) [5]. Group 3: Voting Procedures and Results - The voting process was conducted legally and effectively, with various resolutions passed by a significant majority [6][15]. - For the amendment of the Articles of Association, 1,065,364,143 shares (99.7505%) voted in favor, while only 2,330,960 shares (0.2182%) opposed [6]. - Other resolutions, including amendments to the Rules of Shareholders' Meetings and the Rules of Board Meetings, also received over 99% approval [7][8]. Group 4: Election of Directors - The election of non-independent directors, including Lin Jun, Zhao Zhiyong, and others, was conducted through cumulative voting, with approval rates exceeding 98% [14][15]. - Independent directors were also elected with similar high approval rates, confirming strong shareholder support [15].
恒丰纸业: 北京市时代九和律师事务所关于牡丹江恒丰纸业股份有限公司2025年第二次临时股东大会的法律意见书
Zheng Quan Zhi Xing· 2025-06-09 12:59
Group 1 - The legal opinion letter confirms that the procedures for convening and holding the 2025 Second Extraordinary General Meeting of the Company comply with relevant laws, regulations, and the Company's Articles of Association [2][31] - The meeting was attended by 132 shareholders and their proxies, representing a total of 103,340,638 shares, accounting for 34.59% of the total shares of the Company [3][31] - The Company provided a network voting platform for shareholders, with 130 shareholders participating in the online voting, representing 5,763,615 shares, or 1.93% of the total shares [4][31] Group 2 - The meeting reviewed several announced proposals, including amendments to the Articles of Association and other significant matters [5][31] - Voting was conducted through both onsite and online methods, with the results showing a high level of agreement on the proposals [6][31] - The voting results indicated that all special resolutions received more than two-thirds approval from the shareholders present at the meeting [10][31] Group 3 - The legal opinion letter states that the resolutions passed at the meeting are legally valid and comply with the requirements of the Company Law and the rules for general meetings of listed companies [31] - The Company and the law firm each retain one original copy of the legal opinion letter for record-keeping [31]
拓维信息: 2024年度股东大会的法律意见书
Zheng Quan Zhi Xing· 2025-05-20 13:33
Core Viewpoint - The legal opinion confirms that the procedures and results of the 2024 annual general meeting of shareholders for Tuo Wei Information System Co., Ltd. comply with relevant laws and regulations, ensuring the legality and validity of the resolutions passed during the meeting [1][16]. Group 1: Meeting Procedures - The notice for the annual general meeting was announced 20 days in advance, meeting the requirements of the Company Law and the company's articles of association [2]. - The meeting was convened by the company's board of directors, and the notice included essential details such as the meeting's date, location, and agenda [2][3]. - The meeting utilized a combination of on-site and online voting methods, with specific time slots designated for online voting [3]. Group 2: Attendance and Voting - A total of 2,388 shareholders and their representatives attended the meeting, representing 158,578,412 shares, which is a significant portion of the company's voting shares [5]. - Among the attendees, 2,385 were minority investors, representing 10,355,700 shares, accounting for 0.8245% of the total voting shares [5]. - The voting results indicated a strong majority in favor of the proposals, with 157,952,126 shares voting in favor, which is a substantial majority of the votes cast [6][9]. Group 3: Voting Results - The voting results showed that minority shareholders overwhelmingly supported the proposals, with 93.9523% of their votes in favor [6][7]. - The resolutions passed during the meeting were confirmed to be legal and valid, as they adhered to the Company Law and other relevant regulations [16].
大禹节水: 上海市汇业(兰州)律师事务所关于大禹节水集团股份有限公司 二〇二五年第二次临时股东大会的法律意见
Zheng Quan Zhi Xing· 2025-05-15 13:33
Core Viewpoint - The legal opinion from Shanghai Huiye (Lanzhou) Law Firm confirms that the convening and holding of Dayu Water-saving Group Co., Ltd.'s second extraordinary general meeting of shareholders in 2025 complies with relevant laws and regulations, ensuring the legality and validity of the resolutions passed [1][10]. Group 1: Meeting Procedures - The notice for the extraordinary general meeting was published on April 28, 2025, in accordance with the regulations, and the meeting was scheduled for May 15, 2025 [2][3]. - The meeting was convened with proper procedures, including the announcement made 15 days in advance, which aligns with the requirements of the Company Law and the Articles of Association [3][4]. Group 2: Attendance Qualifications - All registered ordinary shareholders, their proxies, company directors, supervisors, senior management, and appointed lawyers were eligible to attend the meeting [5]. - A total of 384,023,696 shares were represented at the meeting, accounting for 43.5492% of the total shares of the listed company [5]. Group 3: Agenda and Resolutions - The meeting reviewed several proposals, including the removal of restrictions on stock options and amendments to the Articles of Association [6][10]. - The voting results indicated that the resolutions were passed with the required majority, confirming compliance with the Company Law and the Articles of Association [10]. Group 4: Voting Procedures - The voting for the extraordinary general meeting was conducted through both on-site and online methods, with specific time frames set for each [6][10]. - The resolutions required a two-thirds majority for approval, and the voting process adhered to the stipulated regulations [6][10].
大族数控: 北京市君合律师事务所关于深圳市大族数控科技股份有限公司2024年年度股东大会的法律意见书
Zheng Quan Zhi Xing· 2025-05-12 11:52
Core Viewpoint - The legal opinion letter confirms that the 2024 annual general meeting of Shenzhen Dazhu CNC Technology Co., Ltd. was convened and conducted in accordance with relevant laws, regulations, and the company's articles of association [2][24]. Group 1: Meeting Organization - The company's board of directors announced the meeting on April 21, 2025, and scheduled it for May 12, 2025, with proper notification to shareholders [2][5]. - The meeting was held both online and in-person, allowing shareholders to participate through the Shenzhen Stock Exchange's voting systems [3][5]. Group 2: Attendance and Voting - A total of 6 shareholders attended the meeting in person, representing 370,257,584 shares, which is a significant portion of the company's total shares [6]. - Additionally, 147 shareholders participated via online voting, representing 574,314 shares, accounting for 0.1367% of the total voting shares [6]. Group 3: Voting Results - The meeting's resolutions received overwhelming support, with the majority of votes in favor, such as 370,707,598 shares (99.9665%) for one of the proposals [7][8]. - The voting results indicated that all resolutions were passed with significant majorities, confirming the legitimacy of the decisions made during the meeting [23][24].