Porton Shares: Beijing Wanshangtianqin Law Firm’s Legal Opinion on the First Extraordinary Shareholders Meeting of Chongqing Porton Pharmaceutical Technology Co., Ltd. in 2025
Beijing Wanshang Tianqin Law Firm’s Notice on the First Extraordinary Shareholders Meeting of Chongqing Poten Pharmaceutical Technology Co., Ltd.
2025
legal opinion
About Beijing Wanshangtianqin Law Firm
Chongqing Poten Pharmaceutical Technology Co., Ltd.’s first extraordinary shareholders’ meeting in 2025
legal opinion
To: Chongqing Porton Pharmaceutical Technology Co., Ltd.
Beijing Vanshang Tianqin Law Firm (hereinafter referred to as the "firm") accepted the entrustment of Chongqing Porton Pharmaceutical Technology Co., Ltd. (hereinafter referred to as the "company") and assigned lawyers to attend the company's first extraordinary shareholders' meeting in 2025. In accordance with the requirements of the Company Law of the People's Republic of China, the Securities Law of the People's Republic of China, the Rules of Shareholders' Meetings of Listed Companies (hereinafter referred to as the "Shareholders' Meeting Rules") and other laws, regulations and normative documents, as well as the Articles of Association of Chongqing Boteng Pharmaceutical Technology Co., Ltd. (hereinafter referred to as the "Articles of Association"), this legal opinion is issued on matters related to the company's first extraordinary shareholders' meeting in 2025 (hereinafter referred to as the "this extraordinary shareholders' meeting").
The company has provided our lawyers with the documents and materials that our lawyers believe are necessary to issue this legal opinion. Our lawyers have checked and verified these documents and materials, and issued legal opinions accordingly.
Our lawyers only express opinions on the convening and convening procedures of this extraordinary shareholders' meeting, the qualifications of the people attending the meeting, the qualifications of the convener, the voting procedures of the meeting, and whether the voting results are in compliance with the Company Law, the Rules of Shareholders' Meetings and the Articles of Association.
Our lawyers agree that the company will use this legal opinion as a necessary document for the announcement of this extraordinary shareholders' meeting, and it will be announced together with other announcement documents.
In accordance with the requirements of the "Shareholders' Meeting Rules" and in accordance with the business standards, ethics and diligence recognized by the lawyer industry, our lawyers witnessed the proceedings of this extraordinary shareholders' meeting. The following legal opinions are issued:
1. Convening and convening procedures of this extraordinary shareholders’ meeting
On August 23, 2025, the company announced the "Notice on Convening the First Extraordinary Shareholders Meeting in 2025" on designated information disclosure media such as cninfo.com.
The announcement states the convener of this extraordinary shareholders' meeting, meeting time, meeting location, voting methods, ways to participate in the meeting, resolutions to be considered at the meeting, people attending the meeting, registration matters, etc.
This extraordinary shareholders’ meeting will be held through a combination of on-site voting and online voting. The on-site meeting of this extraordinary shareholders' meeting will be held at 14:30 on September 8, 2025, in the conference room 2-2 of the R&D Building of Chongqing Porton Pharmaceutical Technology Co., Ltd., No. 7 Yuntu Road, Beibei District, Chongqing. The chairman was unable to attend the shareholders' meeting due to official business arrangements. As recommended by more than half of the company's directors, the meeting was chaired by director Ms. Yuan Lin. The online voting for this extraordinary shareholders' meeting was conducted through the Shenzhen Stock Exchange trading system and the Shenzhen Stock Exchange Internet voting system. The specific voting times are as follows: The online voting time through the Shenzhen Stock Exchange trading system is September 8, 2025, 9:15-9:25, 9:30-11:30, 13:00-15:00; the online voting time through the Shenzhen Stock Exchange Internet voting system is September 8, 2025. 9:15-15:00 on Sunday.
The time, place and method of the meeting shall be consistent with the content of the above announcement.
The convening and convening procedures of this extraordinary shareholders' meeting comply with the provisions of the "Company Law", "Shareholders' Meeting Rules" and other laws, regulations, normative documents and the "Articles of Association".
2. Qualifications of persons attending this extraordinary shareholders’ meeting and qualifications of the convener
- According to the shareholder sign-in forms, shareholder account registration certificates and identity certificates attending this extraordinary shareholders' meeting, there are 2 shareholders and shareholder proxies attending this extraordinary shareholders' meeting on site, representing 145,102,571 company shares with voting rights. According to relevant data provided by the company on online voting through the Shenzhen Stock Exchange trading system and the Shenzhen Stock Exchange Internet voting system, a total of 311 shareholders and shareholder proxies effectively voted through the online voting system at this meeting, representing 240,527,999 shares with voting rights.
The total number of shares held by the above-mentioned shareholders and shareholders' proxies who effectively voted through on-site voting and online voting accounted for 44.3629% of the company's total voting shares (excluding the number of special repurchase accounts) of 542,182,176 shares.
Some directors, supervisors and senior managers of the company and lawyers hired by the company attended this extraordinary shareholders' meeting.
The convener of this extraordinary shareholders’ meeting is the company’s board of directors.
Our lawyers believe that the qualifications of the attendees of this extraordinary shareholders' meeting and the qualifications of the convener are in compliance with the provisions of the "Company Law", "Shareholders' Meeting Rules" and other laws, regulations, normative documents and the "Articles of Association".
3. Voting procedures and results of this extraordinary shareholders’ meeting
(1) The proposals considered at this extraordinary shareholders’ meeting are as follows:
Consider the "Proposal on Changing the Use and Cancellation of Partial Repurchase Shares";
Consider the "Proposal on Amending the Articles of Association and its Annexes";
Review the "Proposal on Amending and Establishing the Company's Relevant Systems" (voting item by item):
3.01 Proposal on Amending the "Working System for Independent Directors"
3.02 Proposal on Amending the “Related Transaction Decision-making System”
3.03 Proposal on amending the "Implementation Rules of the Cumulative Voting System"
(2) Meeting voting procedures
This extraordinary shareholders' meeting adopted a combination of on-site voting and online voting. Counters, supervisors and lawyers of our firm jointly counted and supervised the on-site voting. The company provides an online voting platform to the company's shareholders through the Shenzhen Stock Exchange trading system and the Shenzhen Stock Exchange Internet voting system.
In accordance with relevant laws, regulations and the company's articles of association, this proposal was voted and approved by the shareholders attending this extraordinary shareholders' meeting.
(3) Meeting voting results
Witnessed by our lawyers, this extraordinary shareholders' meeting reviewed and voted on all the proposals listed in the meeting notice. The on-site voting results were counted and monitored in accordance with the procedures stipulated in the company's articles of association, and the voting results were consolidated based on online voting.
According to the voting results and the relevant provisions of the Articles of Association, all the resolutions of this extraordinary shareholders' meeting were reviewed and approved.
After verification, the voting procedures and voting results of this extraordinary shareholders' meeting complied with the provisions of the "Company Law", "Shareholders' Meeting Rules" and other laws, regulations, normative documents and the "Articles of Association", and the voting results were legal and valid.
4. Conclusions
Our lawyers believe that the convening and convening procedures of this extraordinary shareholders' meeting comply with the provisions of Chinese laws, regulations and normative documents as well as the Articles of Association; the qualifications of the personnel attending this extraordinary shareholders' meeting are legal and valid; the qualifications of the convener of this extraordinary shareholders' meeting comply with the provisions of Chinese laws, regulations, normative documents and the Articles of Association; the voting procedures and voting results of this extraordinary shareholders' meeting are legal and valid.
(There is no text below) (This page has no text, it is the signature page of the "Legal Opinion of Beijing Wanshang Tianqin Law Firm on the First Extraordinary Shareholders Meeting of Chongqing Porton Pharmaceutical Technology Co., Ltd. in 2025")
Beijing Wanshangtianqin Law Firm
Person in charge: Lawyer Li Hong Lawyer handling: Lawyer Zhou You (Signature) (Signature)
Lawyer Xu Lu (signed)
September 8, 2025