/HENGRUI PHARMA - [Overseas Regulatory Announcement - Other] — 2026041601635
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HENGRUI PHARMA - [Overseas Regulatory Announcement - Other] — 2026041601635

HKEXnews
2026/04/16[Overseas Regulatory Announcement - Other]

HENGRUI PHARMA - An announcement has just been published by the issuer in the Chinese section of this website, a corresponding version of which may or may not be published in this section

or completeness of this announcement, and expressly expressly disclaims any liability arising out of or in reliance upon the whole or any part of the contents of this announcement. assumes no responsibility for any losses caused by such content.

Jiangsu Hengrui Pharmaceuticals Co., Ltd. Jiangsu Hengrui Pharmaceutical Co., Ltd.

(a joint stock limited company incorporated in the People's Republic of China) (Stock code: 1276)

Overseas regulatory announcement

This announcement is made in accordance with Rule 13.10B of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.

In accordance with the relevant laws and regulations of the People's Republic of China, Jiangsu Hengrui Pharmaceutical Co., Ltd. (the "Company")

The Shanghai Stock Exchange website (www.sse.com.cn) published the following announcement. They are listed below for reference only.

By order of the board of directors Jiangsu Hengrui Pharmaceutical Co., Ltd. Chairman

Mr. Sun Piaoyang

Shanghai, China April 16, 2026

As at the date of this announcement, members of the Board of Directors include (i) Executive Directors Mr. Sun Piaoyang, Mr. Dai Hongbin, and Mr. Feng Jinu; Mr. Zhang Lianshan, Mr. Jiang Ningjun and Mr. Sun Jieping; (ii) Ms. Guo Congzhao, a non-executive director; and (iii)

Independent non-executive directors are Mr. Dong Jiahong, Mr. Zeng Qingsheng, Mr. Sun Jinyun and Mr. Zhou Ji'en.

www.grandall.com.cn Floors 5, 7-8, Building B, No. 309 Hanzhongmen Street, Nanjing, Jiangsu Province, China (210036) 5. 7-8F/Block B, 309# Hanzhongmen Street, Nanjing, China Tel: 86-25-89660900 Fax: 86-25-89660966

Guo Guohao Lawyers ((South Nanjing)) Firm

About About

Jiangsu Suhenghengrui Medical Pharmaceutical Co., Ltd.

Annual meeting of shareholders in 2025

legal opinion letter

To: Jiangsu Suhengheng Rui Medical Pharmaceutical Co., Ltd.

According to the "Company Law of the People's Republic of China" (hereinafter referred to as the "Company Law"), the "Company Law of the People's Republic of China"

The Securities Law of the People's Republic of China (hereinafter referred to as the "Securities Law") and the Rules of Shareholders' Meetings of Listed Companies (hereinafter referred to as

"Rules of Shareholders' Meetings"), "Shanghai Stock Exchange Self-Regulatory Guidelines for Listed Companies No. 1 - Standards" Operation" (hereinafter referred to as "Regulatory Guidelines No. 1") and "Articles of Association of Jiangsu Hengrui Pharmaceutical Co., Ltd."

(hereinafter referred to as the "Articles of Association"), Guoco Law Firm (Nanjing) Firm (hereinafter referred to as the "Articles of Association")

"The Firm") accepted the entrustment of Jiangsu Hengrui Pharmaceutical Co., Ltd. (hereinafter referred to as the "Company") and appointed Zhang Qiuzi

Lawyer Zhu Jing (hereinafter referred to as "lawyer of the firm") attended the company's 2025 annual shareholders' meeting (hereinafter referred to as "lawyer") (referred to as "this shareholders' meeting" or "this meeting"), the convening and holding procedures of this shareholders' meeting, attendance at the meeting

Witness the qualifications of personnel, the qualifications of the convener, the voting procedures and results of the meeting, and issue legal opinions

book.

Our lawyers rely on the facts that have occurred or existed before the date of issuance of this legal opinion and China (for the issuance of this legal opinion)

For the purpose of this legal opinion, "China" in this legal opinion only refers to mainland China, excluding Hong Kong. Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan Region) current laws, regulations and normative documents are published

Legal advice. In this legal opinion, our lawyers only rely on the matters that occurred before the date of issuance of this legal opinion. facts and issue legal opinions based on our lawyers’ knowledge of the facts and understanding of the relevant laws. Same as our firm

It is intended that this legal opinion will be announced as a necessary document for this company’s shareholders’ meeting, and the legal opinion issued by the Exchange will be reviewed in accordance with the law.

Liability for legal advice. This legal opinion is only for use by the company for the purpose of this shareholders’ meeting and has not been This legal opinion may not be used for any other purpose without written consent.

In this legal opinion, our lawyers only discuss the convening and convening procedures of this shareholders’ meeting, and attendance at the meeting.

Whether the qualifications of personnel, qualifications of conveners, meeting voting procedures and voting results comply with the "Company Law" and "Securities Law" Express opinions on the provisions of the Law, the Rules of Shareholders' Meetings, the Supervisory Guidelines No. 1 and the Articles of Association and do not

Regarding the contents of the proposals considered by this shareholders’ meeting and the authenticity and accuracy of the facts or data expressed in such proposals,

Opinions on accuracy and completeness. The company has confirmed and promised to our lawyers that the company submitted to our lawyers The information (including but not limited to identification of relevant personnel, power of attorney, business license, etc.) is true and complete

The signatures and/or seals on the information are all authentic, and the power of attorney has been legally and properly authorized.

All copies or photocopies of the information shall be consistent with the original.

Based on the above, our lawyers follow the recognized business standards, ethics and diligence of the legal profession.

spirit, the information and facts related to the issuance of this legal opinion have been verified, and the legal opinion is now issued as follows: Next:

  1. Regarding the convening and convening procedures of this shareholders’ meeting

After verification by our lawyers, this shareholders’ meeting was decided by the 24th meeting of the company’s ninth board of directors.

set. On March 25, 2026, the 24th meeting of the company’s ninth board of directors passed a resolution proposing to hold this meeting

Second shareholders meeting. On March 26, 2026, the company issued a notice to convene this shareholders' meeting. The aforementioned board of directors decision The meeting notice and the shareholders' meeting notice have been announced on the website of Shanghai Stock Exchange (www.sse.com.cn). public

The company also published a notice convening this shareholders’ meeting on the website of The Stock Exchange of Hong Kong Limited (with the meeting notice

(collectively referred to as "Meeting Notices and Announcements"). The aforementioned meeting notices and notices published by the company set out the The meeting time, the location of the on-site meeting, the voting method of the meeting, the matters to be considered at the meeting, and the voting notes of the shareholders’ meeting

matters, who should attend the meeting, how to register for the meeting, etc. The content of the meeting notice complies with the Company Law and Shareholders

"Meeting Rules", "Supervisory Guidelines No. 1" and other laws, regulations and the provisions of the "Articles of Association".

This shareholders' meeting will be held through a combination of on-site voting and online voting. Live meeting in 2026

An on-site meeting was held at 14:30 on April 16 in the company conference room at No. 1288 Haike Road, Pudong New District, Shanghai. The time, place and matters to be considered shall be consistent with the meeting notice. Online voting for this shareholders’ meeting

Voting was conducted through the online voting system of the Shanghai Stock Exchange’s general meeting of shareholders, and through the voting platform of the trading system.

The voting time is the trading time period on the day of the shareholders’ meeting, that is, 9:15-9:25, 9:30-11:30, 13:00-15:00;

The voting time through the Internet voting platform is 9:15-15:00 on the day of the shareholders' meeting.

Lawyers from our firm believe that the company’s shareholders’ meeting is convened by the company’s board of directors, and its convening and convening procedures

The procedures are in compliance with the "Company Law", "Securities Law", "Shareholders' Meeting Rules", "Regulatory Guidelines No. 1" and "Articles of Association" stipulations are legal and valid.

  1. Concerning the qualifications of the persons attending this second shareholders’ meeting

The convener of this shareholders' meeting is the company's board of directors.

The shareholder account registration certificate and shareholder ID card that attended the on-site shareholders meeting have been verified by our lawyers.

Statement, power of attorney and shareholder list provided by China Securities Depository and Clearing Co., Ltd. Shanghai Branch,

The information data of shareholders participating in online voting provided by the online voting system of the Shanghai Stock Exchange’s general meeting of shareholders, etc.

Relevant information, A-share shareholders who attended this shareholders’ meeting on-site and voted effectively through online voting (including those who entrusted others to A total of 4,089 A-share shareholders attended, representing 2,990,489,566 shares with voting rights, accounting for 10% of the company’s voting shares.

45.1034% of the total number of shares. The qualifications of shareholders to vote through the online voting system shall be determined by the Shanghai Securities Exchange

The online voting system for the Exchange’s shareholders’ meeting will be certified.

According to the H-share shareholder qualification confirmation results determined by Computershare Hong Kong Investor Services Limited with the assistance of the company,

A total of 1 H-share shareholder and shareholder agent attended this shareholders' meeting, among which the total number of shares with voting rights was 135,349,859 shares, accounting for 2.0414% of the company’s total voting shares.

The company's directors and the company's board secretary attended the shareholders' meeting, and some of the company's senior managers and Lawyers from our firm attended this shareholder meeting. According to the provisions of the Articles of Association, all the above-mentioned personnel attended and listed

Qualifications to attend the company’s shareholders’ meeting.

Our lawyers believe that the qualifications of the convener of this shareholders’ meeting, the qualifications of the company’s A-share shareholders, as well as the attendance and listing of

The qualifications of the persons attending this shareholders’ meeting comply with the Company Law, Securities Law, Shareholders’ Meeting Rules and Supervisory Guidelines.

No. 1" and the "Articles of Association" are legal and valid. Qualifications of H-share shareholders of the company attending this shareholders’ meeting

Computershare Hong Kong Investor Services Limited assists the company in identifying it.

  1. Regarding the voting procedures and voting results of this second shareholder meeting

The resolutions to be reviewed and voted on at this shareholders' meeting were proposed by the company's board of directors and were announced on March 3, 2026 and 2026 respectively.

It will be announced on the Shanghai Stock Exchange website (www.sse.com.cn) on March 26, 2026. Our lawyers recognize

Because the content of the proposals reviewed by this shareholders’ meeting falls within the scope of the shareholders’ meeting, and has clear topics and specific The resolution matters are in compliance with the provisions of the Company Law and the Articles of Association.

Witnessed by our lawyers, the company’s shareholders’ meeting will adopt a combination of on-site registered voting and online voting. In this way, the matters listed for consideration at this shareholders’ meeting will be voted on one by one. Voting at the on-site meeting will be conducted by shareholder representatives, Hong Kong

Computershare Hong Kong Investor Services Limited appointed representatives and lawyers of our firm to count and supervise the votes. After the online voting ends,

The company obtained the statistical results of online voting through the online voting system of the Shanghai Stock Exchange's shareholders' meeting. Ben

After the voting at each meeting, the company combined the results of the on-site meeting voting and online voting. Based on the final voting results, the shareholders’ meeting reviewed and approved the following proposals:

  1. "The Company's 2025 Board of Directors Work Report";

  2. "Company 2025 Annual Report";

  3. "The company's 2025 profit distribution plan and submission to the shareholders' meeting to authorize the board of directors to formulate the 2026 interim dividend

"Proposal of the Plan"; 4. "Proposal on Re-appointment of Accounting Firm";

  1. "Proposal on the Implementation of the Remuneration of the Company's Directors and Senior Management in 2025";

  2. "Proposal on Purchasing Liability Insurance for Directors and Senior Management Personnel";

  3. "Proposal on Proposing to the Shareholders' Meeting to Grant the Board of Directors a General Authorization to Issue Additional Shares of the Company";

  4. "Proposal on Formulating and Revising Part of the Company's Governance System";

  5. "Proposal on the Remuneration Plan for Directors and Senior Management";

  6. Proposal on the election of non-independent directors of the tenth board of directors;

  7. Proposal on the election of independent directors for the tenth session of the Board of Directors.

The shareholders' meeting also heard the 2025 independent directors' performance report.

The above proposals are consistent with the proposals listed in the meeting notice and notice of the company’s shareholders’ meeting, except for the above

Apart from the proposals mentioned above, the company's shareholders did not propose any new proposals. Among them, motion 3, motion 4, motion 5, motion 6, Proposals 7, 9, 10 and 11 have been separately counted for small and medium-sized investors. Motion 7 is a special resolution

Matters, after three-thirds of the voting rights held by shareholders attending this shareholders’ meeting (including shareholders who entrust others to attend)

Two or more resolutions shall be deemed valid; other resolutions are ordinary resolution matters and shall be approved by the shareholders attending this shareholders’ meeting. The approval of more than one-half of the voting rights held by shareholders (including shareholders who entrust others to attend) shall be deemed valid. Proposal 5.

Proposal 6 and Proposal 9 are proposals involving related shareholders' avoidance of voting. Shareholders who have an interest in the above proposals will respond.

avoid voting.

Our lawyers believe that the voting procedures and results of this shareholders’ meeting comply with the Company Law and the Securities Law.

According to the provisions of the "Shareholders' Meeting Rules", "Regulatory Guidelines No. 1" and the "Articles of Association", the voting results are legal and valid.

  1. Conclusion and comments

To sum up, our lawyers believe that the company’s convening and holding procedures of this shareholders’ meeting, the number of people attending the meeting The qualifications, convenor qualifications, voting procedures and voting results of the meeting are all in compliance with the Company Law and Securities Law.

The provisions of the "Shareholders' Meeting Rules", "Regulatory Guidelines No. 1" and the "Articles of Association" are legal and valid.

(There is no text below, the next page is the signature page.)

(This page has no text, it is "Guoco Law Firm (Nanjing) About Jiangsu Hengrui Pharmaceutical Co., Ltd. 2025"

Signature and seal page of the Legal Opinion of the Annual Shareholders Meeting)

This legal opinion is issued on April 16, 2026. The original is in triplicate and there are no copies.

Guoco Law Firm (Nanjing) Lawyer: Attorney Zhang Qiuzi

Person in charge: Lawyer Pan Mingxiang Lawyer Zhu Jing