北京市天元律师事务所 关于葵花药业集团股份有限公司 2026年第一次临时股东会的法律意见

Group 1 - The company held its first extraordinary general meeting of shareholders in 2026 on February 26, combining on-site and online voting methods [1][3][19] - The meeting was presided over by Mr. Zhou Jianzhong, who was elected by a majority of the board of directors due to the absence of the chairwoman [18][19] - A total of 353 shareholders and proxies attended the meeting, representing 293,917,545 shares, which is 50.3283% of the total voting shares [5][20] Group 2 - The meeting's agenda included the approval of amendments to the company's articles of association and governance rules, all of which were passed with significant majority votes [8][10][24] - The specific voting results for the amendment to the articles of association showed 99.7249% in favor, with only 0.2480% against [8][23] - The voting results for the amendment to the governance rules indicated a similar trend, with 99.7064% approval for the shareholder meeting rules and 99.7131% for the board meeting rules [11][25][26] Group 3 - The legal opinion provided by Beijing Tianyuan Law Firm confirmed that the meeting's procedures, participant qualifications, and voting processes were all in compliance with relevant laws and regulations [2][15][26] - The firm conducted thorough verification of the meeting's documentation and the qualifications of attendees, ensuring the legitimacy of the proceedings [2][14][26] - The meeting did not encounter any rejected proposals, and all resolutions were passed without any delays or objections [21][23]