桂林三金: 北京市通商律师事务所关于桂林三金药业股份有限公司2024年度股东大会的法律意见书

Summary of the Shareholders' Meeting of Guilin Sanjin Pharmaceutical Co., Ltd. Core Viewpoint The shareholders' meeting of Guilin Sanjin Pharmaceutical Co., Ltd. was conducted in compliance with relevant laws and regulations, with all proposed resolutions being approved by the shareholders present. Group 1: Meeting Procedures - The shareholders' meeting was convened by the company's eighth board of directors and announced in advance, detailing the time, location, voting methods, and agenda [1][2][3] - The meeting utilized a combination of on-site voting and online voting, held on May 16, 2025, at the company's conference room in Guilin [2][3] - The legal compliance of the meeting's procedures was verified by the appointed lawyers, confirming adherence to the Company Law and the company's articles of association [4][5] Group 2: Attendance and Voting - A total of 82 shareholders and representatives attended the meeting, representing 417,031,460 shares, which is 70.9758% of the total voting shares [3][4] - Among the attendees, 15 were present at the venue, representing 412,512,257 shares (70.2067%), while 67 participated via online voting, representing 4,519,203 shares (0.7691%) [3] - The attendance included 76 minority shareholders, representing 14,315,780 shares (2.4364%) [3] Group 3: Voting Results - All proposed resolutions were passed with overwhelming support, including the annual report, board and supervisory committee reports, financial statements, and profit distribution plans [6][7][8][9][10] - For the first resolution regarding the 2024 annual report, 417,013,260 shares (99.9956%) voted in favor, with only 5,200 shares (0.0031%) against [6] - The resolutions concerning the remuneration of directors and senior management were also approved, with votes consistently exceeding 99% in favor [11][12][13][14][15] Group 4: Legal Opinion - The lawyers concluded that the meeting's convening, attendance, voting procedures, and results were all legally valid and in accordance with the relevant laws and regulations [23][24]