*ST Sailon: Beijing Kangda Law Firm’s legal opinion on the third extraordinary shareholders’ meeting of Sailon Pharmaceutical Group Co., Ltd. in 2026
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Beijing Kangda Law Firm
About Sailong Pharmaceutical Group Co., Ltd.
Legal Opinion on the Third Extraordinary Shareholders Meeting in 2026
Kangda Stock Association [2026] No. 0041 To: Sailong Pharmaceutical Group Co., Ltd.
According to the Company Law of the People's Republic of China (hereinafter referred to as the "Company Law"), the Securities Law of the People's Republic of China (hereinafter referred to as the "Securities Law"), the Rules of Shareholders' Meetings of Listed Companies (hereinafter referred to as the "Shareholders' Meeting Rules") and the According to the provisions of the Articles of Association of Pharmaceutical Group Co., Ltd. (hereinafter referred to as the "Articles of Association"), Beijing Kangda Law Firm (hereinafter referred to as the "firm") accepts the entrustment of Sailong Pharmaceutical Group Co., Ltd. (hereinafter referred to as the "company") and appoints lawyers to attend the company's The third extraordinary shareholders’ meeting in 2026 (hereinafter referred to as the “shareholders’ meeting”).
The legal opinions issued by our lawyers this time are only based on facts that occurred or existed before the date of issuance of this legal opinion and are based on our lawyers' understanding of relevant laws, regulations and normative documents. In the legal opinion, our lawyers only issued legal opinions after reviewing and witnessing matters such as the convening and convening procedures of the company's shareholders' meeting, the qualifications of the attendees and conveners, the voting procedures and voting results of the meeting, etc., and did not express opinions on the content of the motions considered by the shareholders' meeting and the authenticity and accuracy of the facts and data involved in the motions.
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Our lawyers have issued legal opinions on the authenticity and legality of the company’s third extraordinary shareholders’ meeting in 2026 in accordance with the requirements of the Company Law, Securities Law, Rules of Shareholders’ Meetings and Articles of Association. There are no false or seriously misleading statements or major omissions in the legal opinion, otherwise we are willing to assume corresponding legal liability.
The lawyers of our firm agree to announce this legal opinion as a required document for the company’s third extraordinary shareholders’ meeting in 2026, and assume responsibility for the legal opinions issued by our firm in accordance with the law.
Our lawyers have reviewed and judged the documents and information related to the issuance of legal opinions, and have issued the following legal opinions accordingly:
1. Convening and convening procedures of this shareholders’ meeting
- This shareholders’ meeting is convened by the company’s board of directors. The company published the "Notice of Sailon Pharmaceutical Group Co., Ltd. on convening the third extraordinary shareholders' meeting in 2026" in the form of an announcement on the information disclosure website designated by the China Securities Regulatory Commission on February 7, 2026, and published the "Announcement of Sailon Pharmaceutical Group Co., Ltd. on the addition of temporary proposals for the third extraordinary shareholders' meeting in 2026 and the supplementary notice of the shareholders' meeting" on the information disclosure website designated by the China Securities Regulatory Commission in the form of an announcement on February 14, 2026.
It has been verified that the company's board of directors has notified all shareholders through an announcement 15 days before the shareholders' meeting, and listed the matters discussed at the shareholders' meeting in the notice. The company has fully disclosed the contents of all proposals in accordance with relevant regulations such as the Company Law, Securities Law, Shareholders' Meeting Rules and Articles of Association.
- This meeting will be held through a combination of on-site voting and online voting. The company’s shareholders should choose one of on-site voting and online voting. If there is repeated voting for the same voting right, the result of the first voting shall prevail.
The company's on-site shareholders' meeting will be held at 15:00 pm on March 5, 2026 (Thursday) in the conference room of Hunan Sailong Pharmaceutical (Changsha) Co., Ltd., No. 1, Hongfeng Road, Xingsha Industrial Base, Changsha County, Changsha County, Hunan Province. It will be hosted by Mr. Yin Huijun.
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Online voting time for this shareholders meeting: The specific time for online voting through the Shenzhen Stock Exchange trading system is 9:15-9:25 am, 9:30-11:30, and 13:00-15:00 pm on March 5, 2026; the specific time for online voting through the Shenzhen Stock Exchange Internet voting system is 9:15-15:00 on March 5, 2026.
It has been verified that the convening and convening procedures of the company's shareholders' meeting comply with the provisions of the "Company Law", "Securities Law", "Shareholders' Meeting Rules" and "Articles of Association".
2. Legality and validity of the qualifications of persons attending the meeting and the qualifications of the convener
(1) Shareholders and shareholders’ agents attending this meeting
A total of 58 shareholders and shareholders' proxies attended this meeting, representing a total of 40,841,225 shares1 with voting rights of the company, accounting for 40.3317% of the total number of shares with voting rights of the company.
- Shareholders and shareholders’ agents attending the on-site meeting
According to the shareholder list provided by the Shenzhen Branch of China Securities Depository and Clearing Co., Ltd., the identity certificates of shareholders and shareholder agents attending this meeting, power of attorney and other information, a total of 3 shareholders and shareholder agents attended the on-site meeting of this meeting, representing a total of 13,540,810 shares with voting rights for the company, accounting for 13.37% of the total number of shares with voting rights of the company.
The owners of the above shares are all shareholders of the company registered at the Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. as of the market close on the afternoon of March 2, 2026 (Monday) as of the equity registration date.
- Shareholders participating in online voting
According to data provided by the Shenzhen Branch of China Securities Depository and Clearing Co., Ltd., a total of 55 shareholders participated in online voting at this meeting, representing a total of 27,300,415 shares with voting rights for the company, accounting for 26.9598% of the company’s total voting shares.
- Small and medium-sized investors and shareholders attending this meeting
1 The company's total share capital is 176,000,000 shares, of which Cai Nangui and Tang Lin hold a total of 74,736,614 shares of the company and have given up voting rights. The total number of shares with voting rights in the company is 101,263,386 shares, the same below.
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At this meeting, a total of 56 small and medium-sized investor shareholders attended the on-site meeting or participated in online voting, representing a total of 3,172,760 shares with voting rights for the company, accounting for 3.1332% of the company's total voting shares.
(2) Other persons attending or attending on-site meetings
In this meeting, other persons attending or attending the on-site meeting include company directors, senior managers and witnessing lawyers of the firm.
It has been verified that the qualifications of the above-mentioned personnel attending the company's on-site shareholders' meeting are legal and valid.
(3) Convener of this meeting
According to the "Notice of Sailon Pharmaceutical Group Co., Ltd. on convening the third extraordinary shareholders' meeting in 2026", this shareholders' meeting was convened by the company's board of directors.
It has been verified that the qualifications of the convener of this shareholders' meeting are legal and valid.
3. The voting procedures of this shareholders’ meeting and the legality and validity of the voting results
This meeting will be held through a combination of on-site meetings and online voting. The on-site meeting voted on the proposals listed in the meeting notice and announcement by written vote, and the votes were counted and supervised by shareholder representatives and lawyers of the firm. The statistical results of online voting are provided to the company by the Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. After the written voting and online voting at the on-site meeting ended, the scrutineers and counters of this meeting combined the two results. The meeting minutes and resolutions were signed by the company's shareholders and agents who attended the meeting.
After verification, based on the results of on-site voting and online voting based on the company’s consolidated statistics, the following resolutions were reviewed and approved at this shareholders’ meeting:
- "Proposal on Formulating the "Remuneration Management System for Directors and Senior Management Personnel"
The voting results of the motion were: 40,838,505 shares were approved, accounting for 99.9933% of the total number of shares with valid voting rights present at this shareholders' meeting; 2,020 shares were opposed, accounting for 0.0049% of the total number of shares with valid voting rights present at this shareholders' meeting; 700 shares were abstained, accounting for 0.0017% of the total number of shares with valid voting rights present at this shareholders' meeting.
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The voting results of small and medium-sized investor shareholders were: 3,170,040 shares were approved, accounting for 99.9143% of the total number of shares with valid voting rights of small and medium-sized shareholders attending this shareholders' meeting; 2,020 shares were opposed, accounting for 0.0637% of the total number of shares with valid voting rights of small and medium-sized shareholders attending this shareholders' meeting; 700 shares were abstained, accounting for 0.0221% of the total number of shares with valid voting rights of small and medium-sized shareholders attending this shareholders' meeting.
This proposal does not involve related party transactions and there is no need to avoid voting.
- "Proposal on the Confirmation of the Remuneration of Directors and Senior Management in 2025 and the Remuneration Plan for 2026"
The voting results of the motion were: 40,838,505 shares were in favor, accounting for 99.9933% of the total number of shares with valid voting rights present at this shareholders' meeting; 2,720 shares were opposed, accounting for 0.0067% of the total number of shares with valid voting rights present at this shareholders' meeting; 0 shares were abstained, accounting for 0.00% of the total number of shares with valid voting rights present at this shareholders' meeting.
The voting results of small and medium-sized investor shareholders were: 3,170,040 shares were approved, accounting for 99.9143% of the total number of shares with valid voting rights of small and medium-sized shareholders attending this shareholders' meeting; 2,720 shares were opposed, accounting for 0.0857% of the total number of shares with valid voting rights of small and medium-sized shareholders attending this shareholders' meeting; 0 shares were abstained, accounting for 0% of the total number of shares with valid voting rights of small and medium-sized shareholders attending this shareholders' meeting.
- "Proposal on Appointment of Accounting Firm"
The voting results of the motion were: 40,840,505 shares were approved, accounting for 99.9982% of the total number of shares with valid voting rights present at this shareholders' meeting; 20 shares were opposed, accounting for 0% of the total number of shares with valid voting rights present at this shareholders' meeting; 700 shares were abstained, accounting for 0.0017% of the total number of shares with valid voting rights present at this shareholders' meeting.
The voting results of small and medium-sized investor shareholders were: 3,172,040 shares were approved, accounting for 99.9773% of the total number of shares with valid voting rights of small and medium-sized shareholders attending this shareholders' meeting; 20 shares were opposed, accounting for 0.0006% of the total number of shares with valid voting rights of small and medium-sized shareholders attending this shareholders' meeting; 700 shares were abstained, accounting for 0.0221% of the total number of shares with valid voting rights of small and medium-sized shareholders attending this shareholders' meeting.
- "Proposal on Continuing the Public Listing and Transfer of Equity Interests in Wholly-Owned Subsidiaries"
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The voting results of the motion were: 40,838,605 shares were in favor, accounting for 99.9936% of the total number of shares with valid voting rights present at this shareholders' meeting; 2,620 shares were opposed, accounting for 0.0064% of the total number of shares with valid voting rights present at this shareholders' meeting; 0 shares were abstained, accounting for 0% of the total number of shares with valid voting rights present at this shareholders' meeting.
The voting results of small and medium investor shareholders were: 3,170,140 shares were approved, accounting for 99.9174% of the total number of shares with valid voting rights of small and medium shareholders attending this shareholders' meeting; 2,620 shares were opposed, accounting for 0.0826% of the total number of shares with valid voting rights of small and medium shareholders attending this shareholders' meeting; 0 shares were abstained, accounting for 0% of the total number of shares with valid voting rights of small and medium shareholders attending this shareholders' meeting.
4. Conclusions
It has been verified that the convening and convening procedures of the company's shareholders' meeting comply with the provisions of laws, administrative regulations and the "Articles of Association", the qualifications of the attendees and the convener of the meeting are legal and valid, and the voting procedures and voting results of this shareholders' meeting are legal and valid.
This legal opinion is made in two original copies and has the same legal effect.
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Legal Opinion (This page has no text, but is the signature and seal page of the "Legal Opinion of Beijing Kangda Law Firm on the Third Extraordinary Shareholders Meeting of Sailon Pharmaceutical Group Co., Ltd. in 2026")
Beijing Kangda Law Firm (official seal)
Person in charge: Qiao Jiaping Lawyer: Ji Yongjian
Handling lawyer: Sun Tao
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