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中南文化: 北京植德律师事务所关于中南红文化集团股份有限公司2025年第二次临时股东大会的法律意见书

Core Viewpoint - The legal opinion letter from Beijing Zhide Law Firm confirms the legality of the procedures, qualifications, and voting results of the second extraordinary general meeting of shareholders of Zhongnan Hong Culture Group Co., Ltd. held on September 5, 2025 [1][2][3][4][6]. Group 1: Meeting Procedures - The meeting was convened in accordance with the relevant laws, regulations, and the company's articles of association, with proper notification regarding the time, place, and voting methods [3][4]. - The legal opinion states that the convening and holding procedures of the shareholders' meeting comply with the requirements of the Company Law and other relevant regulations [4][6]. Group 2: Qualifications of Participants - A total of 268 shareholders attended the meeting, representing 705,956,465 shares, which accounts for 29.7044% of the total shares of Zhongnan Culture [4]. - The convenor of the meeting was the board of directors of Zhongnan Culture, and the qualifications of the convenor and attendees were verified as legitimate and valid [3][4]. Group 3: Voting Procedures and Results - The meeting passed several resolutions, including a special resolution to change the company's registered capital and amend the articles of association, with 99.8441% of the votes in favor [5][6]. - Other governance-related proposals were also approved with similar high approval rates, indicating strong shareholder support [5][6]. - The voting results were deemed legal and valid, confirming compliance with relevant laws and the company's articles of association [6].