天禾股份: 广东连越律师事务所关于广东天禾农资股份有限公司2025年第二次临时股东大会之法律意见书

Core Viewpoint - The legal opinion letter from Guangdong Lianyue Law Firm confirms the legality and validity of the procedures and resolutions of the Guangdong Tianhe Agricultural Supplies Co., Ltd. 2025 Second Extraordinary General Meeting of Shareholders held on June 4, 2025 [1][10]. Group 1: Meeting Procedures - The company convened the meeting following the resolutions passed in the fifth board meeting on May 16, 2025, including the proposal to amend the company's articles of association and change the legal representative [2]. - The meeting was announced on May 20, 2025, detailing the date, time, location, and voting procedures for shareholders [3]. - The meeting utilized a combination of on-site voting and online voting through the Shenzhen Stock Exchange [4]. Group 2: Attendance and Voting - A total of 9 shareholders attended the meeting in person, representing 128,392,200 shares, which is 36.9376% of the total shares [4]. - Online voting included 163 shareholders, representing 9,636,052 shares, accounting for 2.7722% of the total shares [5]. - The total participation from small investors was 165 individuals, representing 10,202,752 shares, which is 2.9353% of the total shares [5]. Group 3: Resolutions and Voting Results - The meeting reviewed three main proposals, including the amendment of the articles of association and the change of the legal representative [6]. - The voting results showed that the proposal to change the legal representative received 137,274,732 votes in favor, representing 99.4541% of the votes cast [7]. - The proposal to amend the articles of association also received significant support, with 137,210,652 votes in favor, accounting for 99.4077% [8]. Group 4: Legal Conclusion - The legal opinion concludes that the meeting's convening, procedures, and resolutions comply with relevant laws, regulations, and the company's articles of association [9]. - The qualifications of attendees and the voting procedures were deemed valid and effective, confirming the legality of the resolutions passed during the meeting [9].