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中文在线: 20250519_关于中文在线集团股份有限公司2024年度股东大会的法律意见书

Core Viewpoint - The legal opinion letter from Beijing Zhonglun (Shenzhen) Law Firm confirms that the 2024 Annual General Meeting of Shareholders for Zhongwen Online Group Co., Ltd. was convened and conducted in compliance with relevant laws and regulations, ensuring the legitimacy of the meeting and its resolutions [3][4][15]. Group 1: Meeting Procedures - The meeting was convened by the company's board of directors, which is in accordance with the Company Law and the rules governing shareholder meetings [4][7]. - The notice for the meeting included details such as time, location, agenda items, voting methods, and eligible attendees, ensuring transparency [7][8]. - The meeting utilized a combination of on-site and online voting, with the on-site meeting held on May 19, 2025, at a specified location in Beijing [7][10]. Group 2: Attendance and Voting - A total of 598 shareholders and their proxies attended the meeting, representing 201,183,243 shares, which is 27.6161% of the total shares [8][9]. - The online voting involved 593 shareholders, holding 111,441,785 shares, although the law firm could not verify the qualifications of these online voters [9][10]. - The voting results showed overwhelming support for the resolutions, with approval rates exceeding 99.45% for all items voted on, indicating strong shareholder consensus [10][11][15]. Group 3: Legal Compliance - The law firm confirmed that all procedures related to the meeting, including the qualifications of attendees and the voting process, complied with the Company Law and the company's articles of association [4][15]. - The opinion letter stated that the resolutions passed during the meeting were legally valid and that the necessary disclosures were made to relevant authorities [4][15].