金陵药业: 江苏泰和律师事务所关于金陵药业股份有限公司2025年第二次临时股东大会的法律意见书

Core Viewpoint - The legal opinion letter confirms that the procedures for convening and holding the 2025 Second Extraordinary General Meeting of Jinling Pharmaceutical Co., Ltd. comply with relevant laws and regulations, ensuring the legitimacy of the meeting and its outcomes [2][5][9]. Group 1: Meeting Procedures - The meeting was convened in accordance with the provisions of the Company Law, the Shareholders' Meeting Rules, and the Company's Articles of Association [2][4]. - The notice for the meeting was published on the official website and included details such as time, location, and voting methods [3]. - The meeting utilized a combination of on-site and online voting, with specific time frames for online participation [3][4]. Group 2: Attendance and Qualifications - A total of 4 shareholders and their proxies attended the on-site meeting, along with company directors, supervisors, and senior management [4]. - 196 shareholders participated in the online voting, representing 42,767,369 shares, which is 6.8569% of the total shares [4]. - The qualifications of all attendees and the meeting conveners were verified and deemed valid [4][6]. Group 3: Voting Procedures and Results - The voting was conducted through a combination of on-site and online methods, with results announced immediately after the voting concluded [6][9]. - The proposal for the issuance of restricted stock received 99.8798% approval from the total voting rights represented at the meeting [6]. - The voting results for small shareholders showed a 99.1518% approval rate for the same proposal [6][7]. Group 4: Conclusion - The legal opinion concludes that the meeting's convening, attendance, and voting procedures were all in compliance with applicable laws and regulations, affirming the legitimacy of the meeting and its resolutions [9][10].