Rundu Shares: Guangdong Guangxin Junda Law Firm’s Legal Opinion on the 2025 Annual Shareholders Meeting of Zhuhai Rundu Pharmaceutical Co., Ltd.
Guangdong Guangxin Junda Law Firm’s Notice on the Annual Shareholders Meeting of Zhuhai Rundu Pharmaceutical Co., Ltd.
2025
legal opinion
May 2026
Address: 29th, 10th and 11th floors, Chow Tai Fook Financial Center, No. 6 Zhujiang East Road, Zhujiang New Town, Tianhe District, Guangzhou City, Guangdong Province (units 01-04, 10-11)
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Legal Opinion Guangdong Guangxin Junda Law Firm
About Zhuhai Rundu Pharmaceutical Co., Ltd.
Legal Opinion for the 2025 Annual Shareholders Meeting
(2026) Guangdong Guangxin Junda Law Committee No. 1512-2 To: Zhuhai Rundu Pharmaceutical Co., Ltd.
Guangdong Guangxin Junda Law Firm (hereinafter referred to as the "firm") accepted the entrustment of Zhuhai Rundu Pharmaceutical Co., Ltd. (hereinafter referred to as the "company") and appointed lawyers (hereinafter referred to as the "lawyers of the firm") to attend the company's 2025 annual shareholders' meeting (hereinafter referred to as the "shareholders' meeting"). In accordance with the Company Law of the People's Republic of China (hereinafter referred to as the "Company Law") and the This legal opinion is issued in accordance with the relevant provisions of 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" and the "Articles of Association of Zhuhai Rundu Pharmaceutical Co., Ltd." (hereinafter referred to as the "Articles of Association") on the convening and convening procedures of this shareholders' meeting, the qualifications of persons attending the meeting, the qualifications of the convener, the voting procedures of the meeting, voting results and other related matters.
In this legal opinion, our lawyers only express opinions on the convening and convening procedures of this 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 comply with the provisions of the "Company Law", "Securities Law", "Rules of Shareholders' Meetings of Listed Companies" and the "Articles of Association". We do not express opinions on the content of the proposals considered by this shareholders' meeting and the authenticity, accuracy and completeness of the facts or data expressed in these proposals.
In order to issue this legal opinion, our lawyers attended the shareholders' meeting on site and reviewed relevant documents and materials. Our firm has obtained the following guarantee from the company, that is, it has provided the materials that our lawyers believe are necessary to issue this legal opinion. The original materials, copies, copies and other materials provided by it meet the requirements of authenticity, accuracy and completeness, and the relevant copies, copies and other materials are consistent with the original materials.
The lawyers of our firm agree to make this legal opinion public as a necessary document for this shareholders' meeting, and assume responsibility for the legal opinions issued by our firm in accordance with the law. This legal opinion may not be used for other purposes without the written consent of our firm and our lawyers.
In accordance with the recognized business standards, ethics and diligence of the legal industry, our lawyers have verified, verified and witnessed on-site the relevant documents and facts provided by the company, and issued the following legal opinions accordingly:
legal opinion
1. Convening and convening procedures of this shareholders’ meeting
(1) Convening of this shareholders’ meeting
On April 27, 2026, the company held the third meeting of the sixth board of directors, which reviewed and approved the "Proposal on Convening the Company's 2025 Annual Shareholders' Meeting."
On April 28, 2026, the company published "Zhuhai Rundu Pharmaceutical Co., Ltd.'s Announcement on the 2025 Meeting" on the designated media website and the Shenzhen Stock Exchange website (www.szse.cn) "Notice of the Annual Shareholders' Meeting" (Announcement No.: 2026-035, hereinafter referred to as the "Meeting Notice"). The meeting notice states the time of the shareholders' meeting, the venue of the meeting, the convener of the meeting, the voting method of the meeting, the matters to be considered at the meeting, the persons attending the meeting, the meeting registration method, the meeting contact information and other matters. It states that shareholders have the right to attend the shareholders' meeting in person or by proxy and exercise their voting rights.
(2) Convening of this shareholders’ meeting
According to the meeting notice, this shareholders’ meeting will be held through a combination of on-site voting and online voting.
The on-site meeting was held at 14:30 on May 20, 2026 in the company conference room at No. 6 Airport North Road, Sanzao Town, Jinwan District, Zhuhai City, and was chaired by Chairman Mr. Chen Xinmin. The specific time for online voting through the Shenzhen Stock Exchange trading system is: May 20, 2026 9:15-9:25, 9:30-11:30, 13:00-15:00; the specific time for voting through the Shenzhen Stock Exchange Internet system is: May 20, 2026 9:15-15:00.
After verification by our lawyers, the time, location and other relevant matters of the on-site shareholders' meeting are consistent with the content of the meeting notice.
To sum up, our lawyers believe that the convening and convening procedures of the company's shareholders' meeting comply with the relevant laws, regulations, normative documents and the Articles of Association of the Company, including the Securities Law, the Rules of Shareholders' Meetings of Listed Companies and other relevant provisions.
2. Qualifications of persons attending the shareholders’ meeting and qualifications of the convener
(1) Qualifications of persons attending this shareholders’ meeting
According to the meeting notice, as of the market close on the afternoon of May 13, 2026 (Wednesday), China Securities
Legal Opinion Registration and Clearing Co., Ltd. Shenzhen Branch All shareholders of the company that have issued shares with voting rights are entitled to attend the shareholders' meeting.
- Shareholders attending this shareholders’ meeting
According to our lawyer's inspection, 72 shareholders voted on site and online, representing 187,411,428 shares, accounting for 55.9615% of the company's total voting shares. Among them: 6 shareholders passed on-site voting, representing 186,919,854 shares, accounting for 55.8148% of the company's total voting shares. There were 66 shareholders voting online, representing 491,574 shares, accounting for 0.1468% of the company's total voting shares. 2. Overall attendance of small and medium shareholders
There were 67 small and medium-sized shareholders voting on site and online, representing 691,574 shares, accounting for 0.2065% of the company's total voting shares. Among them: 1 small and medium-sized shareholder passed on-site voting, representing 200,000 shares, accounting for 0.0597% of the company's total voting shares. There were 66 small and medium-sized shareholders voting online, representing 491,574 shares, accounting for 0.1468% of the company's total voting shares.
- In addition to the company’s shareholders or their authorized agents, some of the company’s directors, senior managers, witness lawyers hired by the company, and other persons who should attend or attend the shareholders’ meeting in accordance with relevant regulations also participated in this shareholders’ meeting.
(2) Qualifications of the convener of this shareholders’ meeting
This shareholders' meeting was convened by the company's board of directors and chaired by Mr. Chen Xinmin, chairman of the company.
After verification by our lawyers, the qualifications of the above-mentioned persons attending this meeting and the convener are in compliance with the provisions of the Company Law, Securities Law, Rules of Shareholders Meetings of Listed Companies and other relevant laws and regulations, normative documents and the Articles of Association, and are legal and valid.
3. Voting procedures and results of this shareholders’ meeting
(1) Voting procedures for this shareholders’ meeting
This shareholders' meeting reviewed the proposals listed in the meeting notice one by one, and voted on the proposals under consideration through a combination of on-site voting and online voting.
After all the on-site voting was completed, shareholder representatives and lawyers of the firm counted and monitored the votes and tallied the votes cast.
The results of the legal opinion vote. Shenzhen Securities Information Co., Ltd. provides the total number of shares voted online and the results of online voting.
After the voting at this shareholders' meeting, the company combined the voting results of on-site and online voting, and separately counted the votes of small and medium-sized investors and shareholders to form the final voting results of this shareholders' meeting.
(2) Voting results of this shareholders’ meeting
Proposal 1.00 "2025 Financial Accounting Report"
Voting results: 187,385,340 shares were approved, accounting for 99.9861% of the total number of shares with valid voting rights present at this shareholders' meeting; 24,488 shares were opposed, accounting for 0.0131% of the total number of shares with valid voting rights present at this shareholders' meeting; 1,600 shares were abstained, accounting for 0.0009% of the total number of shares with valid voting rights present at this shareholders' meeting.
Among them, the voting results of small and medium-sized shareholders were as follows: 665,486 shares were approved, accounting for 96.2277% of the total number of shares with valid voting rights of small and medium-sized shareholders attending this shareholders' meeting; 24,488 shares were opposed, accounting for 3.5409% of the total number of shares with valid voting rights of small and medium-sized shareholders attending this shareholders' meeting; 1,600 shares were abstained, accounting for 0.2314% of the total number of shares with valid voting rights of small and medium-sized shareholders attending this shareholders' meeting.
Proposal 2.00 "2025 Board of Directors Work Report"
Voting results: 187,385,340 shares were approved, accounting for 99.9861% of the total number of shares with valid voting rights present at this shareholders' meeting; 24,488 shares were opposed, accounting for 0.0131% of the total number of shares with valid voting rights present at this shareholders' meeting; 1,600 shares were abstained, accounting for 0.0009% of the total number of shares with valid voting rights present at this shareholders' meeting.
Among them, the voting results of small and medium-sized shareholders were as follows: 665,486 shares were approved, accounting for 96.2277% of the total number of shares with valid voting rights of small and medium-sized shareholders attending this shareholders' meeting; 24,488 shares were opposed, accounting for 3.5409% of the total number of shares with valid voting rights of small and medium-sized shareholders attending this shareholders' meeting; 1,600 shares were abstained, accounting for 0.2314% of the total number of shares with valid voting rights of small and medium-sized shareholders attending this shareholders' meeting.
Proposal 3.00 "Full Text and Summary of the 2025 Annual Report"
Voting results: 187,385,340 shares were approved, accounting for 99.9861% of the total number of shares with valid voting rights present at this shareholders' meeting; 24,488 shares were opposed, accounting for 0.0131% of the total number of shares with valid voting rights present at this shareholders' meeting; 1,600 shares were abstained, accounting for 0.0009% of the total number of shares with valid voting rights present at this shareholders' meeting.
Among them, the voting results of small and medium shareholders: 665,486 shares were approved, accounting for 10% of the total number of small and medium shareholders attending this shareholders’ meeting.
The legal opinion represented 96.2277% of the total number of shares with valid voting rights; 24,488 shares opposed, accounting for 3.5409% of the total number of shares with valid voting rights of small and medium-sized shareholders attending this shareholders' meeting; 1,600 shares abstained, accounting for 0.2314% of the total number of shares with valid voting rights of small and medium-sized shareholders attending this shareholders' meeting.
Proposal 4.00 "Proposal on No Profit Distribution in 2025"
Voting results: 187,373,502 shares were approved, accounting for 99.9798% of the total number of shares with valid voting rights present at this shareholders' meeting; 36,826 shares were opposed, accounting for 0.0196% of the total number of shares with valid voting rights present at this shareholders' meeting; 1,100 shares were abstained, accounting for 0.0006% of the total number of shares with valid voting rights present at this shareholders' meeting.
Among them, the voting results of small and medium-sized shareholders were as follows: 653,648 shares were approved, accounting for 94.5160% of the total number of shares with valid voting rights of small and medium-sized shareholders attending this shareholders' meeting; 36,826 shares were opposed, accounting for 5.3250% of the total number of shares with valid voting rights of small and medium-sized shareholders attending this shareholders' meeting; 1,100 shares were abstained, accounting for 0.1591% of the total number of shares with valid voting rights of small and medium-sized shareholders attending this shareholders' meeting.
Proposal 5.00 "2026 Remuneration Plan for Directors and Senior Management"
Voting results: 187,373,002 shares were approved, accounting for 99.9795% of the total number of shares with valid voting rights present at this shareholders' meeting; 36,826 shares were opposed, accounting for 0.0196% of the total number of shares with valid voting rights present at this shareholders' meeting; 1,600 shares were abstained, accounting for 0.0009% of the total number of shares with valid voting rights present at this shareholders' meeting.
Among them, the voting results of small and medium-sized shareholders were as follows: 653,148 shares were approved, accounting for 94.4437% of the total number of shares with valid voting rights of small and medium-sized shareholders attending this shareholders' meeting; 36,826 shares were opposed, accounting for 5.3250% of the total number of shares with valid voting rights of small and medium-sized shareholders attending this shareholders' meeting; 1,600 shares were abstained, accounting for 0.2314% of the total number of shares with valid voting rights of small and medium-sized shareholders attending this shareholders' meeting.
Proposal 6.00 "Proposal on Re-appointment of Accounting Firm"
Voting results: 187,379,840 shares were approved, accounting for 99.9831% of the total number of shares with valid voting rights present at this shareholders' meeting; 30,488 shares were opposed, accounting for 0.0163% of the total number of shares with valid voting rights present at this shareholders' meeting; 1,100 shares were abstained, accounting for 0.0006% of the total number of shares with valid voting rights present at this shareholders' meeting.
Among them, the voting results of small and medium-sized shareholders: 659,986 shares were approved, accounting for 95.4324% of the total number of shares with valid voting rights of small and medium shareholders attending this shareholders' meeting; 30,488 shares were opposed, accounting for 4.4085% of the total number of shares with valid voting rights of small and medium-sized shareholders attending this shareholders' meeting; 1,100 shares were abstained, accounting for 0.1591% of the total number of shares with valid voting rights of small and medium-sized shareholders attending this shareholders' meeting.
Legal Opinion Based on the above voting results, our firm believes that:
The resolutions reviewed at this shareholders’ meeting were passed.
There is no situation in which related shareholders should avoid voting on the resolutions reviewed at this shareholders’ meeting but did not avoid voting.
In summary, our lawyers have verified that the voting procedures of this shareholders’ meeting complied with relevant regulations such as the Company Law, the Securities Law, the Rules of Shareholders’ Meetings of Listed Companies, the Articles of Association, and other relevant provisions, and the voting results were legal and valid.
4. Conclusions
In summary, after review and on-site witnessing by our lawyers, our lawyers believe that the convening and convening procedures of the company's 2025 annual shareholders' meeting, the qualifications of the personnel attending this shareholders' meeting, the qualifications of the convener, and the voting procedures of the meeting are all in compliance with the provisions of the "Company Law", "Securities Law", "Rules of Shareholders' Meetings of Listed Companies" and other laws and regulations, normative documents and the "Articles of Association". The voting results passed by this shareholders' meeting are legal and valid.
This legal opinion is made in triplicate originals. The company holds two copies and the firm retains one copy, which have the same legal effect.
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Legal Opinion (This page has no text, but is the signature page of the "Legal Opinion of Guangdong Guangxin Junda Law Firm on the 2025 Annual Shareholders Meeting of Zhuhai Rundu Pharmaceutical Co., Ltd.")
Guangdong Guangxin Junda Law Firm (stamped)
Person in charge: Handling lawyer:
Deng Chuanyuan Lin Qihong
Wei Hailian
May 20, 2026