Supplementary Legal Opinion from Guangdong Zhengping Tiancheng Law Firm on the Share Swap Absorption Merger of Guangzhou Pharmaceutical Holdings Limited and Guangzhou Baiyunshan Pharmaceutical Holdings Limited
1. Supplementary Verification Opinion on Trademark Renewal
Issue: The applicant is requested to disclose the status of trademarks nearing expiration and whether there are any legal obstacles to renewal. The lawyer should verify and provide a clear professional opinion. (Feedback Issue 2)
According to Article 38 of the Trademark Law of the People's Republic of China, "A registered trademark that is about to expire and needs to continue use must apply for renewal within six months before expiration; if the application is not submitted during this period, a six-month grace period may be granted. If the application is not submitted by the end of the grace period, the registered trademark will be canceled."
The lawyers have verified the validity of the trademarks of Baiyunshan Pharmaceutical Holdings Limited and its subsidiaries that are to be included in Guangzhou Pharmaceutical. The verification found that the following registered trademarks are nearing expiration, and Baiyunshan has entrusted a trademark agency to apply for renewal with the National Trademark Office:
| No. | Trademark | Registration No. | Category | Approved Goods | Registration Validity | Renewal Status |
|---|---|---|---|---|---|---|
| 1 | 正金油 | 147893 | 5 | 正金油 | 2003.3.1-2013.2.28 | Renewal application submitted |
| 2 | 医药用纱布、胶布、药棉、口罩 | 103761 | 5 | 医药用纱布、胶布、药棉、口罩 | 2003.3.1-2013.2.28 | Renewal application submitted |
| 3 | 纱布、精制棉、绷带、卫生口罩、跌打止痛膏、跌打镇痛膏、镇痛膏 | 131446 | 5 | 纱布、精制棉、绷带、卫生口罩、跌打止痛膏、跌打镇痛膏、镇痛膏 | 2003.3.1-2013.2.28 | Renewal application submitted |
| 4 | 镇痛膏、鸡眼膏 | 132626 | 5 | 镇痛膏、鸡眼膏 | 2003.3.1-2013.2.28 | Renewal application submitted |
| 5 | 收音机，录音机，遥控仪器，灯光控制器，电子整流器，仪表，汽车安全监测系统仪器 | 616843 | 9 | 收音机，录音机，遥控仪器，灯光控制器，电子整流器，仪表，汽车安全监测系统仪器 | 2002.11.10-2012.11.9 | Renewal application submitted |
| 6 | 糖果，茶 | 616848 | 30 | 糖果，茶 | 2002.11.10-2012.11.9 | Renewal application submitted |
| 7 | 无酒精饮料，矿泉水 | 616849 | 32 | 无酒精饮料，矿泉水 | 2002.11.10-2012.11.9 | Renewal application submitted |
Baiyunshan Pharmaceutical Holdings Limited and its subsidiaries have a total of 525 trademarks entering Guangzhou Pharmaceutical. As of the date of this supplementary legal opinion, Baiyunshan and its subsidiaries have not received any third-party opposition regarding the above registered trademarks, indicating no legal obstacles to renewal.
2. Supplementary Verification Opinion on Defective Real Estate or Land
Issue: The applicant is requested to disclose the proportion of defective real estate or land among the target assets, the corresponding assessed value, and the impact on this transaction and the future operations of the listed company. The applicant should also disclose the reasons and progress for any incomplete rights certificates, the expected completion timeline, and the cost-bearing methods; whether the allocated land injected into the listed company violates current regulations, and if so, whether necessary corrective measures have been taken, along with the cost implications and impact on assessed value. The applicant should disclose whether any mortgaged properties have obtained the consent of the mortgagee for transfer to Guangzhou Pharmaceutical and whether there are any legal disputes. Independent financial advisors and lawyers should verify and provide clear professional opinions. (Feedback Issue 3)
(1) Verification of Baiyunshan's Land and Property Compliance
- Land Compliance Overview According to the information provided by Baiyunshan, as of the date of this supplementary legal opinion, the compliance status of Baiyunshan's land is as follows:
| Project | Land Area (m²) | Proportion |
|---|---|---|
| Compliant | 559,934.10 | 79.09% |
| Under Compliance | 140,143.41 | 19.79% |
| - Needs Certificate Name Change | 87,801.71 | 12.40% |
| - Land Use Rights Certificate Not Obtained | 38,690.00 | 5.46% |
| - Allocated Land | 13,651.70 | 1.93% |
| - Significant Uncertainty in Compliance | 7,911.98 | 1.12% |
| Total | 707,989.49 | 100% |