股东资格与表决程序合法性
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学大教育: 北京市中伦律师事务所关于学大(厦门)教育科技集团股份有限公司2025年第二次临时股东会的法律意见书
Zheng Quan Zhi Xing· 2025-06-10 12:57
Group 1 - The legal opinion letter is issued by Zhong Lun Law Firm regarding the second extraordinary general meeting of shareholders of Xueda (Xiamen) Education Technology Group Co., Ltd. scheduled for June 10, 2025 [1][2] - The law firm confirms that it has conducted thorough verification and that the facts presented in the legal opinion are true, accurate, and complete, with no false records or misleading statements [2][3] - The legal opinion focuses on the legality of the meeting's convening, the qualifications of attendees, and the voting procedures, without commenting on the content of the proposals discussed [3][4] Group 2 - The meeting was announced on May 24, 2025, and included details such as the time, location, and voting methods [4][5] - A total of 278 shareholders and authorized agents attended the meeting, representing 59,497,860 shares, which is the total number of shares with voting rights on the registration date of June 5, 2025 [5][6] - The voting results showed that the proposals were approved with overwhelming support, with the highest approval rate being 99.9837% for the general resolutions [8][9] Group 3 - The voting process was conducted through a combination of on-site and online voting, with the online voting period from 9:15 AM to 3:00 PM on June 10, 2025 [5][6] - Specific proposals, such as amendments to the rules of the shareholders' meeting and the election of directors, received significant support, with approval rates ranging from 94.2299% to 94.2341% [8][9][10] - The legal opinion concludes that the meeting's procedures, attendee qualifications, and voting results comply with relevant laws and regulations, confirming the legality and validity of the meeting [11]