关于青海春天药用资源科技股份有限公司 2024 年年度股东会之 法律意见书 北京树成 ・青海树人 ・四川树业 ｜ www.shurenlawfirm.com < 法律意见书 青海树人律师事务所 关于青海春天药用资源科技股份有限公司 2024 年年度股东会之法律意见书 树律意见字[2025]第 45 号 致: 青海春天药用资源科技股份有限公司 青海春天药用资源科技股份有限公司（以下简称"青海春天"或"公司" 2024 年年度股东会会议 (以下简称"本次会议") 于 2025 年 6 月 3 日下午 2:30 在青海省西宁市城北区生物园区经二路 12 号 4 楼会议室召开,青海树人律师事 务所(以下简称"本所")接受青海春天委托,指派王雁、蒲文茜律师出席本次 会议,并就本次会议的相关法律问题发表意见。为出具本法律意见书,本所律师 依照《中华人民共和国公司法》(以下简称"《公司法》")《中华人民共和国证券 法》(以下简称"《证券法》")《上市公司股东会规则》(以下简称"《股东会规则》") 等法律、法规和规范性文件及《青海春天药用资源科技股份有限公司章程》(以 下简称"《公司章程》"）的有关规定和要求,对公司提供的与 ...

Core Viewpoint - The annual shareholder meeting of Qinghai Spring Medicine Resources Technology Co., Ltd. is scheduled for June 3, 2025, focusing on maintaining shareholder rights and ensuring orderly proceedings [1][2]. Meeting Details - The meeting will take place at 2:30 PM at the company's conference room in Xining, Qinghai Province [1][3]. - Shareholders must arrive 10 minutes early to complete registration and present necessary documents [2]. - Voting will be conducted both on-site and online, with a single voting method applicable for each shareholder [3]. Company Operations - The board of directors reported that six board meetings were held during the reporting period, resulting in the approval of 27 key resolutions [5][6]. - Independent directors actively participated in meetings and provided independent opinions on various matters, ensuring the protection of minority shareholders' rights [6][9]. Business Strategy - The company focuses on two main business segments: the health industry, particularly the sales of Cordyceps, and the liquor industry, which is currently undergoing adjustments due to market pressures [8][29]. - The health segment is expected to grow as awareness of health products increases, while the liquor segment aims to enhance product quality and brand trust [8][29]. Financial Performance - In 2024, the company achieved a revenue of 270.26 million yuan, a 26.36% increase from the previous year, despite a net loss of 198.77 million yuan [22][24]. - The total assets decreased by 14.35% to 1.164 billion yuan, primarily due to changes in receivables and investments [25][28]. Future Outlook - The company plans to continue expanding its health product offerings and improve its liquor product lines while exploring new business opportunities to ensure sustainable growth [29][30]. - Strengthening internal control systems will be a priority to enhance decision-making and product quality [30].

青海春天药用资源科技股份有限公司 2024 年年度股东大会资料 青海春天药用资源科技股份有限公司 2024 年度股东大会 资料 会议召开时间：2025 年 6 月 3 日 下午 2:30 会议召开地点：青海省西宁市城北区生物园区经二路 12 号 4 楼会 议室 1 青海春天药用资源科技股份有限公司 2024 年年度股东大会资料 青海春天药用资源科技股份有限公司 2024 年年度股东大会会议须知 为了维护青海春天药用资源科技股份有限公司（以下简称"公司"）全体股 东的合法权益，确保本次股东会的顺利召开，现根据《公司章程》、《股东会议 事规则》的相关规定，本次股东会须知如下： 一、会议期间全体出席会议人员应以维护股东合法权益、确保会议正常进行 和提高议事效率为原则，认真履行法定职责。 二、为保证本次股东会的严肃性和正常秩序，除依法出席会议的公司股东、 股东授权代表、董事、监事、董事会秘书、高级管理人员、见证律师外，公司有 权依法拒绝其他人士入场。对于干扰股东会秩序、寻衅滋事和侵犯其他股东合法 权益的行为，公司有权采取必要措施予以制止并报告有关部门查处。 三、由公司董事会秘书办公室负责本次会议的会务事宜。 四、出席 ...

Group 1 - The State Council of China approved the "Manufacturing Green and Low-Carbon Development Action Plan (2025-2027)" to enhance ecological protection compensation mechanisms [3] - The U.S. stock market experienced a collective decline due to President Trump's threats of new tariffs on the EU and Apple, with the Dow Jones falling by 0.61% and the Nasdaq by 1% [3] - International gold prices rose, with spot gold increasing by 1.91% to $3357.52 per ounce, and oil prices also strengthened, with WTI crude oil up by 0.92% to $61.76 per barrel [4] Group 2 - Chinese Vice Premier He Lifeng met with executives from Citigroup and Carlyle Group, emphasizing China's economic recovery and commitment to high-level opening-up and foreign investment [5] - The People's Bank of China and the State Administration of Foreign Exchange proposed a unified foreign currency management policy for funds raised from overseas listings [6] - The Financial Regulatory Bureau is drafting new regulations to enhance transparency in asset management products of banks and insurance institutions [6] Group 3 - The Ministry of Commerce announced support for major industrial technology innovation platforms in qualified national economic and technological development zones [8] - The State Administration for Market Regulation held a compliance guidance meeting on antitrust issues in public utilities, urging operators to enhance compliance awareness [9] Group 4 - The Hong Kong Independent Commission Against Corruption reported a major corruption case involving a residential development project by Cheung Kong Holdings, leading to multiple arrests [16] - The company Saisir is reportedly working on a humanoid robot prototype, although it has not confirmed any official announcements regarding this development [18] Group 5 - Weir Shares announced plans to issue H-shares and list on the Hong Kong Stock Exchange to enhance its international strategy and financing capabilities [21] - Heng Rui Pharmaceutical officially listed on the Hong Kong Stock Exchange, marking a significant step in its internationalization strategy [23]

Core Viewpoint - Qinghai Spring Pharmaceutical Resources Technology Co., Ltd. received a warning letter from the China Securities Regulatory Commission (CSRC) for failing to disclose related party transactions and relationships with Yibin Tinghua Wine Industry Development Co., Ltd. [1][2] Group 1: Regulatory Actions - The CSRC's Qinghai Regulatory Bureau issued a decision to order Qinghai Spring to rectify its actions and warned key individuals including Chairman Zhang Xuefeng and others for their responsibilities in the violations [2][3] - The company is required to correct the violations within 30 days and submit a written rectification report [3] Group 2: Violations and Responsibilities - Qinghai Spring violated multiple provisions of the Information Disclosure Management Measures, including failing to disclose related party relationships and transaction procedures [2] - Key individuals, including the chairman and financial director, are held primarily responsible for these violations [2]

Group 1 - Ningde Times participated in the completion of the Zeyuan Fund, with a total scale of 10.128 billion yuan, increasing by 50.42% from the previous announcement [3] - Zhongjin Gold's controlling shareholder plans to inject four companies into the company to resolve competition issues, including acquiring stakes in Inner Mongolia Jintao and others [4][5] - Keli Yuan plans to invest an additional 500 million yuan in a storage industry fund, increasing its total investment to 700 million yuan [6] Group 2 - China Shenhua intends to acquire 7.43% of the National Energy Group Financial Company for 2.929 billion yuan, which is expected to increase its net profit by 97 million yuan [7] - Weir Shares plans to issue H-shares and list on the Hong Kong Stock Exchange [8] - Hualan Shares is establishing a joint venture for Tibetan medicinal baths and plaster products, with a registered capital of 7 million yuan [15] Group 3 - Yunnan Copper plans to acquire 40% of Liangshan Mining through a share issuance, with the stock resuming trading on May 26 [10] - Ruishun Technology's subsidiary plans to establish a joint venture in Malaysia to provide automation solutions [11] - ST Quanwei's stock will be subject to additional risk warnings due to ongoing litigation involving a subsidiary [12] Group 4 - Hengfeng Information's controlling shareholder has terminated the agreement to transfer part of the company's shares, with no impact on control [13] - Huadian Technology's subsidiary has not yet commenced substantial construction on a polyurethane new materials project [14] - ST Yinjian will remove the delisting risk warning and some other risk warnings, changing its stock name [38] Group 5 - China Tonghao won approximately 3.789 billion yuan in contracts in the rail transit market from March to April [39] - Intercontinental Oil and Gas plans to invest about 848 million USD in the Iraq South Basra project [40][41] - Jiaying Pharmaceutical's subsidiary signed a contract for the development of a traditional Chinese medicine innovation project [42] Group 6 - Ruidong Intelligent signed a strategic cooperation agreement with Shunde Vocational and Technical College to enhance collaboration in technology [43] - Jiaojian Co. won a bid for a drainage project worth 225 million yuan [44] - Hengshun Vinegar's controlling shareholder plans to increase its stake in the company by 50 to 100 million yuan [45]

Core Viewpoint - *ST Chuntian received a warning letter from the Qinghai Securities Regulatory Bureau for failing to disclose its relationship with Yibin Tinghua and related transactions, violating information disclosure regulations [1][2]. Group 1: Regulatory Actions - The company was ordered to correct its actions due to non-disclosure of its relationship with Yibin Tinghua Wine Industry Development Co., Ltd. and related transactions [1][2]. - Four senior executives, including Chairman Zhang Xuefeng and actual controller Xiao Rong, received warning letters for their roles in the violations [1][2]. Group 2: Relationship with Yibin Tinghua - Yibin Tinghua is identified as a related entity to *ST Chuntian, as it is the producer of the company's alcoholic products, and the company has made advance payments to Yibin Tinghua for product procurement [2]. - The company failed to disclose the related party transactions and did not follow the necessary approval procedures, violating multiple provisions of the Information Disclosure Management Measures [2]. Group 3: Previous Concerns and Responses - There were previous concerns regarding potential benefit transfers to Yibin Tinghua, which the company denied in a response to the Shanghai Stock Exchange [4]. - The company stated that its collaboration with Yibin Tinghua was based on resource complementarity within the industry chain, and it emphasized that the advance payments were reasonable and related to its main business operations [5].

Core Viewpoint - The company *ST Chuntian (600381.SH) has received regulatory measures from the China Securities Regulatory Commission (CSRC) for failing to disclose related party transactions and relationships with Yibin Tinghua Wine Industry Development Co., Ltd. [1][2] Group 1: Regulatory Actions - The CSRC's Qinghai Regulatory Bureau issued a decision on May 23, 2025, requiring *ST Chuntian to rectify its actions and issued warning letters to key executives including Zhang Xuefeng, Xiao Rong, Wang Lin, and Chen Ding [1][2] - The company was found to have made prepayments to Yibin Tinghua for product purchases without disclosing the related party relationship and transaction details [1] Group 2: Violations and Responsibilities - *ST Chuntian's actions violated multiple provisions of the "Management Measures for Information Disclosure of Listed Companies" [2] - Key executives, including the chairman and financial director, were held primarily responsible for the violations, with specific articles of the regulations cited against them [2]

根据《上市公司信息披露管理办法》(证监会令第 40 号)第五十九条、《上市公司 信息披露管理办法》(证监会令第 182 号)第五十二条的规定，我局决定对青海春天采 取责令改正的行政监管措施，对张雪峰、肖融、王林、陈定采取出具警示函的行政监 管措施，并记入证券期货市场诚信档案。 青海春天应在收到本监督管理措施后 30 日内予以改正并提交书面整改报告。 股票代码：600381 股票简称：*ST 春天 公告编号：2025-024 青海春天药用资源科技股份有限公司 关于收到中国证券监督管理委员会青海监管局警示函的公告 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述或者 重大遗漏，并对其内容的真实性、准确性和完整性承担法律责任。 青海春天药用资源科技股份有限公司（以下简称"公司"）于 2025 年 5 月 23 日收 到中国证券监督管理委员会青海监管局青证监措施字[2025]1 号《关于对青海春天药用 资源科技股份有限公司采取责令改正、对张雪峰、肖融、王林、陈定出具警示函措施 的决定》，现将内容公告如下： "青海春天药用资源科技股份有限公司、张雪峰、肖融、王林、陈定： 宜宾听花酒业发展有限责任公司( ...

Core Viewpoint - The company *ST Chuntian (600381.SH) has received regulatory measures from the China Securities Regulatory Commission (CSRC) for failing to disclose related party transactions and relationships with Yibin Tinghua Wine Industry Development Co., Ltd. [1][2] Group 1: Regulatory Actions - The CSRC's Qinghai Regulatory Bureau issued a decision on May 23, 2025, requiring *ST Chuntian to rectify its actions and issued warning letters to key executives including Chairman Zhang Xuefeng and others [1][2] - The company was found to have made prepayments to Yibin Tinghua for product purchases without disclosing the related party relationship and transaction details [1][2] Group 2: Violations and Responsibilities - *ST Chuntian violated multiple provisions of the Information Disclosure Management Measures, specifically Articles 2, 48, and 41 of the relevant regulations [2] - Key executives, including Zhang Xuefeng, actual controller and former director Xiao Rong, financial director Wang Lin, and board secretary Chen Ding, were held primarily responsible for the violations [2]