Sanyuan Biotechnology: Beijing Guofeng Law Firm’s Legal Opinion on the Fifth Extraordinary Shareholders Meeting of Shandong Sanyuan Biotechnology Co., Ltd. in 2025
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Beijing Guofeng Law Firm
About Shandong Sanyuan Biotechnology Co., Ltd.
The fifth extraordinary shareholders’ meeting in 2025
legal opinion
Guofeng Lugu Zi[2025]A0542
To: Shandong Sanyuan Biotechnology Co., Ltd. (your company)
Beijing Guofeng Law Firm (hereinafter referred to as the "firm") accepted your company's entrustment and assigned lawyers to attend and witness your company's fifth extraordinary shareholders' meeting in 2025 (hereinafter referred to as the "meeting").
Our lawyers comply with 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"), the "Administrative Measures for Law Firms Engaging in Securities Legal Business" (hereinafter referred to as the "Administrative Measures for Securities Legal Business of Law Firms"), and the "Administrative Measures for Law Firms' Securities Legal Business" This legal opinion is issued on matters such as the convening and holding procedures of this meeting, the qualifications of the convener, the qualifications of persons attending the meeting, the voting procedures and voting results of this meeting, and other relevant laws, administrative regulations, rules, normative documents and the Articles of Association of Shandong Sanyuan Biotechnology Co., Ltd. (hereinafter referred to as the "Articles of Association")" (hereinafter referred to as the "Practice Rules for Securities Legal Business").
Regarding the issuance of this legal opinion, our lawyers make the following statement:
1． Our lawyers only express opinions on the convening and holding procedures of this meeting, the qualifications of the convener and those attending the on-site meeting, the voting procedures of the meeting and the legality of the voting results. We do not express opinions on the content of the motions considered at this meeting and the authenticity, accuracy and completeness of the facts or data expressed in such motions;
- Our lawyers are unable to witness the online voting process. The qualifications of shareholders participating in the online voting of this meeting and the online voting results are certified by the Shenzhen Stock Exchange trading system and the Internet voting system;
3． In accordance with the provisions of the "Securities Law", "Measures for the Administration of Securities Legal Business", "Securities Legal Business Practice Rules" and other provisions as well as the facts that have occurred or existed before the date of issuance of this legal opinion, the firm and its handling lawyers have strictly performed their statutory duties, followed the principles of diligence and good faith, and conducted sufficient verification and verification to ensure that the facts identified in this legal opinion are true, accurate and complete, and that the concluding opinions issued are legal and accurate, without false records, misleading statements or major omissions, and bear corresponding legal responsibilities;
4． This legal opinion is only for the purpose of this meeting of your company and may not be used for any other purpose. Our lawyers agree to announce this legal opinion together with the resolution of your company's meeting.
In accordance with the requirements of the Company Law, the Securities Law, the Rules of the General Meeting of Shareholders, the Measures for the Administration of Securities Legal Business, the Rules for the Practice of Securities Legal Business and other relevant laws, administrative regulations, rules and normative documents, and in accordance with the business standards, ethics and diligence and diligence recognized by the lawyer industry, our lawyers have verified and verified the relevant documents and matters provided by your company, and hereby issue the following legal opinions:
1. Convening and convening procedures of this meeting
(1) Convening of this meeting
After verification, this meeting was decided by the ninth meeting of the fifth session of the board of directors of your company and convened by the board of directors. The board of directors of your company publicly released the "Notice of Shandong Sanyuan Biotechnology Co., Ltd. on convening the fifth extraordinary shareholders' meeting in 2025" (hereinafter referred to as the "Meeting Notice") on the website of the Shenzhen Stock Exchange (http://www.szse.cn) on October 27, 2025. The notice specified the time, location, convening method, matters to be considered, attendees, equity registration date and meeting registration method of the meeting.
(2) Convening of this meeting
This meeting of your company will be held by a combination of on-site voting and online voting.
The on-site meeting of this meeting was held as scheduled at 15:00 on November 12, 2025, in your company's conference room, No. 101, Wutong 10th Road, Binbei, Binzhou City, Shandong Province, and was hosted by Nie Zaijian, chairman of your company. The specific time for online voting at this meeting through the Shenzhen Stock Exchange trading system is 9:15-9:25, 9:30-11:00, 13:00-15:00 on November 12, 2025; the specific time for voting through the Shenzhen Stock Exchange Internet voting system is 9:15-15:00 on November 12, 2025.
After verification, the time, location, method and content of the meeting held by your company are consistent with the relevant content stated in the meeting notice.
To sum up, the convening and holding procedures of this meeting of your company comply with the provisions of laws, administrative regulations, rules, normative documents, "Shareholders' Meeting Rules" and "Articles of Association".
2. Qualifications of the convener of this meeting and those attending the meeting
The convener of this meeting is the board of directors of your company and meets the convenor qualifications stipulated in laws, administrative regulations, rules, normative documents, "Shareholders' Meeting Rules" and "Articles of Association".
According to relevant identification documents of shareholders attending the meeting on-site, shareholder authorization letters and valid personal identification documents submitted by shareholder agents, online voting statistics reported by Shenzhen Securities Information Co., Ltd., and the shareholder list as of the equity registration date of this meeting, and verified by your company and our lawyers, a total of 146 shareholders (shareholder agents) passed on-site and online voting at this meeting, representing 97,257,479 shares, accounting for 48.6287% of the total number of voting shares of your company.
In addition to your company's shareholders (shareholders' agents), those attending this meeting also include your company's directors, senior managers, the firm's attorneys and other personnel.
After verification, the qualifications of the attendees of the above-mentioned on-site meeting comply with the provisions of laws, administrative regulations, rules, normative documents, "Shareholders' Meeting Rules" and "Articles of Association", and are legal and valid; the qualifications of the above-mentioned shareholders participating in online voting have been certified by the Shenzhen Stock Exchange trading system and Internet voting system.
3. Voting procedures and results of this meeting
After verification, this meeting reviewed all the proposals listed in the meeting notice announced by your company one by one in accordance with the provisions of laws, administrative regulations, rules, normative documents, "Shareholders' Meeting Rules" and "Articles of Association". The voting results are as follows:
Voted and approved the "Proposal on Profit Distribution Plan for the First Three Quarters of 2025"
97,183,829 shares were approved, accounting for 99.9243% of the effective voting rights held by shareholders (shareholder proxies) attending this meeting;
69,450 shares opposed, accounting for 0.0714% of the effective voting rights held by shareholders (shareholder proxies) attending this meeting; 4,200 shares abstained, accounting for 0.0043% of the effective voting rights held by shareholders (shareholder proxies) attending this meeting.
Our lawyers and the shareholder representatives elected on site are jointly responsible for counting and supervising the votes. The votes cast at the on-site meeting will be counted on the spot, and will be announced after they are combined with the online voting results and the final voting results are determined. Among them, your company separately counts the votes of small and medium investors on relevant proposals and discloses the voting results separately.
After verification, the above-mentioned proposal was passed by more than half of the valid voting rights held by shareholders (shareholder proxies) present at this meeting.
To sum up, the voting procedures and results of this meeting are in compliance with the laws, administrative regulations, rules, normative documents, "Shareholders' Meeting Rules" and "Articles of Association" and are legal and valid.
4. Concluding observations
To sum up, our lawyers believe that the convening and convening procedures of this meeting of your company are in compliance with the provisions of laws, administrative regulations, rules, normative documents, "Rules of Shareholders' Meetings of Listed Companies" and "Articles of Association". The qualifications of the convener of this meeting and those attending the meeting, as well as the voting procedures and voting results of this meeting are legal and valid.
This legal opinion is made in duplicate.
(This page has no text and is the signature page of "Beijing Guofeng Law Firm's Legal Opinion on the Fifth Extraordinary Shareholders Meeting of Shandong Sanyuan Biotechnology Co., Ltd. in 2025")
person in charge
Zhang Liguo, managing attorney of Beijing Guofeng Law Firm
Xie Aqiang Zhong Luman November 12, 2025