祥源文旅: 2025年第三次临时股东大会法律意见书

Core Viewpoint - The legal opinion issued by Zhejiang Lihe Law Firm confirms the legality and validity of the procedures, attendance, and voting at the 2025 third extraordinary general meeting of shareholders of Zhejiang Xiangyuan Cultural Tourism Co., Ltd. [1][2][5] Group 1: Meeting Procedures - The general meeting was proposed and convened by the board of directors, with the notice published on August 6, 2025 [2][3] - The meeting included provisions for separate voting for minority investors on certain resolutions to enhance their participation [2] - The meeting utilized a combination of on-site and online voting methods [2][3] Group 2: Attendance Qualifications - Shareholders registered by the close of business on August 15, 2025, were entitled to attend the meeting, with provisions for proxy representation [3][4] - A total of 602 attendees represented 666,285,697 shares, accounting for 63.1820% of the total voting shares [4] Group 3: Voting Procedures - The meeting followed legal and regulatory voting procedures, with results for the resolutions as follows: - The resolution on using reserves to cover losses received 663,101,057 votes in favor, representing 0.0355% of the total valid voting rights [5][6] - For minority investors, 94.0968% voted in favor of the same resolution [5] - The resolution for providing guarantees by subsidiaries received 663,216,296 votes in favor, representing 0.0338% of the total valid voting rights [6] - For minority investors, 94.3104% voted in favor of this resolution [6] Group 4: Conclusion - The legal opinion concludes that the meeting's procedures, attendance qualifications, and voting processes comply with relevant laws and the company's articles of association, confirming the validity of the voting results [6]