北京市中伦律师事务所关于烟台东诚药业集团股份有限公司2025年第一次临时股东大会的法律意见书

Core Viewpoint - The legal opinion issued by Beijing Zhonglun Law Firm confirms that the convening, holding procedures, qualifications of the convenor and attendees, voting procedures, and voting results of the 2025 first extraordinary general meeting of shareholders of Yantai Dongcheng Pharmaceutical Group Co., Ltd. are in compliance with relevant laws and regulations as well as the company's articles of association [12][23]. Group 1: Meeting Procedures - The board of directors approved the proposal to convene the extraordinary general meeting on April 29, 2025, and the notice was published on April 30, 2025, detailing the meeting time, location, participants, and agenda [2][17]. - The meeting was held on May 15, 2025, at 14:50 at the company's conference room, consistent with the notice [3][16]. - The network voting was conducted from 9:15 to 15:00 on the same day, allowing shareholders to participate remotely [3][16]. Group 2: Attendance and Voting - A total of 137 shareholders and representatives attended the meeting, representing 357,008,886 shares, which is 43.2950% of the total shares [19]. - Among the attendees, 3 shareholders represented 231,250,495 shares (28.0441%), while 134 participated via online voting, representing 125,758,391 shares (15.2509%) [19]. - The meeting included 133 small investors, representing 81,509,055 shares (9.8847%) [19]. Group 3: Voting Results - The proposal regarding the purchase of minority shareholder equity in a subsidiary was approved, with 125,664,991 shares voting in favor (99.9257% of non-related shareholders) [8][21]. - Small shareholders voted 81,415,655 shares in favor (99.8854% of non-related small shareholders) [9][22]. - No new proposals were raised during the meeting, and the voting process was conducted without objections [6][7]. Group 4: Legal Opinion - The legal opinion confirms that all aspects of the meeting, including convening, attendance, and voting, were conducted legally and effectively [12][23].