Youcare Pharmaceutical (SH:688658) Zheng Quan Zhi Xing·2025-06-20 09:37Core Viewpoint - The law firm provides a special verification opinion regarding the shareholding increase by Yu Pengfei, one of the actual controllers and directors of Yuekang Pharmaceutical Group Co., Ltd, confirming the legality and compliance of the transaction with relevant laws and regulations [1][2][8]. Group 1: Subject Qualification for Share Increase - Yu Pengfei, born in November 1995, is a Chinese national without permanent residency abroad and possesses full civil capacity to act [5]. - The verification confirms that Yu Pengfei does not fall under any prohibitive conditions outlined in Article 6 of the Acquisition Management Measures, such as significant debt or major legal violations [5][9]. Group 2: Shareholding Situation Before and After Increase - Before the increase, Yu Pengfei did not directly hold shares but controlled the company through various investment partnerships, collectively holding 245,400,120 shares, which is 54.53% of the total share capital [7][9]. - On June 13, 2025, Yu Pengfei increased his holdings by 47,442 shares, representing 0.01% of the total share capital, funded by personal resources [7][9]. Group 3: Disclosure and Legal Basis for Exemption from Tender Offer - The company will disclose the shareholding increase along with the verification opinion, including the basic information of the increasing party and the details of the increase [8]. - The increase does not affect the company's listing status, as the total shareholding remains below the threshold that would require a tender offer under Article 63 of the Acquisition Management Measures [9]. Group 4: Conclusion - The law firm concludes that Yu Pengfei possesses the necessary qualifications for the share increase, and the transaction complies with the Securities Law and Acquisition Management Measures, qualifying for exemption from a tender offer [8][9].