Core Points - The company has established a separate voting counting and disclosure mechanism for minority investors during shareholder meetings to ensure their rights are protected [1][2] - The definition of minority investors excludes company directors, senior management, and shareholders holding more than 5% of the company's shares [1] - Specific significant matters that require separate counting of votes from minority investors include the nomination of independent directors, hiring or firing of accounting firms, changes in accounting policies, and major asset restructuring plans [1][2] Voting Procedures - The company will adopt a combination of on-site and online voting methods for counting votes from minority investors, with the first valid vote being considered [4] - During shareholder meetings, the company must separately register the attendance and voting rights of minority investors [5] - The results of the votes from minority investors will be specifically highlighted in the meeting records and resolutions [5] Information Disclosure - The company must provide specific details regarding the voting matters, voting methods, and online voting procedures in the meeting notifications and materials [6] - The announcement of the shareholder meeting resolutions must include the number of minority investors, their voting rights, and the proportion of their votes [6] Miscellaneous - If any provisions of this mechanism conflict with national laws or the company's articles of association, the latter will prevail [7] - The board of directors is responsible for formulating, amending, and interpreting this mechanism, which will take effect upon approval [7]

浙江六和律师事务所 关于浙江祥源文旅股份有限公司 浙六和法意（2025）第 1498 号 致:浙江祥源文旅股份有限公司 根据《中华人民共和国证券法》（下称"《证券法》"）《中华人民共和国 公司法》（下称"《公司法》"）和中国证券监督管理委员会《上市公司股东会 规则》等法律、法规和规范性文件的要求及《浙江祥源文旅股份有限公司章程》 （下称 "《公司章程》"）的规定，浙江六和律师事务所（下称 "本所"）接 受浙江祥源文旅股份有限公司（下称"祥源文旅"或"公司"）的委托，指派叶 永祥律师、何佳佳律师参加祥源文旅 2025 年第三次临时股东大会，对本次股东 大会的召集和召开程序、出席会议人员资格、表决方式、表决程序的合法性、有 效性进行了认真审查，并出具本法律意见书。 本法律意见书仅供祥源文旅 2025 年第三次临时股东大会之目的使用。本所 律师同意将本法律意见书随祥源文旅本次股东大会其他信息披露资料一并公告。 本所律师根据相关法律法规的要求，按照律师行业公认的业务标准、道德规 范和勤勉尽责的精神，出席了祥源文旅 2025 年第三次临时股东大会，对祥源文 旅本次股东大会所涉及的有关事项和相关文件进行了必要的核查和验证 ...

Core Points - The article outlines measures to protect the rights of small and medium-sized investors in Shanghai New World Co., Ltd. and emphasizes the importance of considering their interests in major decisions [2][3] - It establishes a framework for separate voting for small and medium-sized investors on significant matters that affect their interests [3][4] Group 1: Definition and Scope - Small and medium-sized investors are defined as those who do not hold more than 5% of the company's shares or are not company directors or senior management [2] - Major matters affecting small and medium-sized investors include the election of directors, changes in fundraising purposes, and other matters as required by regulatory authorities [3][4] Group 2: Voting Procedures - The company will utilize a combination of on-site and online voting for shareholder meetings, allowing small and medium-sized investors to choose their preferred voting method [3][4] - Specific procedures for separate voting include registering the names and shareholdings of small and medium-sized investors and announcing their attendance separately [3][4] Group 3: Disclosure Requirements - Meeting records and resolutions must indicate whether there are significant matters affecting small and medium-sized investors, including details on their attendance and voting results [4][6] - The company is required to disclose the separate voting matters for small and medium-sized investors in the shareholder meeting notifications and provide clear instructions for online voting [6][8]

Group 1 - The core viewpoint emphasizes the importance of protecting the legal rights of small and medium investors as a foundation for the sustainable and healthy development of the capital market [1] - The current legal framework for protecting small and medium investors is expected to become more robust and effective [1] Group 2 - Small and medium investors are at a disadvantage in terms of investment experience, information access, and analytical skills, making them vulnerable to violations such as false statements, insider trading, and market manipulation [2] - From March 2021 to March 2025, the Beijing Financial Court accepted 9,101 cases of securities fraud liability disputes, with 9,077 cases (99.7%) related to securities false statement liability [2] Group 3 - The legal system for false statement civil lawsuits is more developed, leading to a higher number of lawsuits related to false statements compared to other violations [3] - Investors can also seek compensation for losses caused by insider trading and market manipulation under the Securities Law [3] Group 4 - The Supreme People's Court's new regulations have removed the pre-litigation procedures for false statement civil lawsuits, allowing investors to file lawsuits without waiting for administrative or criminal penalties [4] - The main challenge in these cases lies in the burden of proof, particularly in establishing causation and loss [4] Group 5 - The introduction of the new regulations is expected to ease the burden of proof for investors, but it will take time for the system to fully implement these changes [5] - Future improvements in the litigation process and better communication between lawyers, courts, and regulatory bodies are anticipated [5] Group 6 - The new Securities Law has established mechanisms for representative lawsuits and special representative lawsuits to address collective disputes among investors [6] - The Beijing Financial Court is exploring an innovative "dual-track dual-platform" mechanism for resolving collective disputes, combining representative lawsuits with demonstration judgment mechanisms [6] Group 7 - Both representative lawsuits and demonstration judgments can enhance trial efficiency and reduce the cost of rights protection for investors [7] - The Supreme Court and the Securities Regulatory Commission have established a diversified dispute resolution mechanism to provide alternatives to litigation for investors [7] Group 8 - In false statement liability disputes, accurately identifying the responsible parties is crucial for protecting investors' rights and increasing the cost of violations [8] - The determination of civil liability among various defendants, including issuers and intermediaries, is a key focus in these cases [8] Group 9 - Recent judicial practices have introduced proportional joint liability to determine the responsibility of intermediary institutions in false statement cases [9] - This approach considers the subjective fault of the intermediary and the causal relationship between their negligence and the resulting damages [9] Group 10 - There is often a discrepancy between the amount compensated and the actual losses incurred by investors, which can be confusing [10] - The court determines compensation based on the actual losses incurred due to false statements, which may not cover all losses experienced by the investor [10] Group 11 - The legal basis for claims related to securities false statements is tort liability, which requires precise determination of damages and causation [11] Group 12 - The increase in civil compensation cases related to market manipulation and insider trading highlights the need for judicial interpretations in these areas [12] - The current Securities Law includes provisions for civil liability related to insider trading and market manipulation, but remains somewhat general [12] Group 13 - There is ongoing academic debate regarding the necessity of judicial interpretations for civil compensation related to insider trading and market manipulation [13] - Establishing a clear framework for civil liability in these cases is essential for ensuring investor compensation [13]