Watson Bio: Legal Opinion from the Shanghai Branch of Beijing Jingtian & Gongcheng Law Firm regarding the company’s second extraordinary shareholders’ meeting in 2026
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Beijing Jingtian & Gongcheng Law Firm Shanghai Branch
About Yunnan Watson Biotechnology Co., Ltd.
The second extraordinary shareholders’ meeting in 2026
legal opinion
To: Yunnan Watson Biotechnology Co., Ltd. (your company)
The Shanghai Branch of Beijing Jingtian & Gongcheng Law Firm (hereinafter referred to as the “firm”) accepted your company’s entrustment and assigned lawyers to attend and witness your company’s second extraordinary shareholders’ meeting in 2026 (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 "Measures for the Management of Law Firms Engaging in Securities Legal Business" (hereinafter referred to as the "Measures for the Management of Securities Legal Business"), and the "Measures for the Management of Law Firms' Securities Legal Business" Rules (Trial)" (hereinafter referred to as the "Securities Legal Business Practice Rules") and other relevant laws, administrative regulations, rules, normative documents and the "Articles of Association of Yunnan Watson Biotechnology Co., Ltd." (hereinafter referred to as the "Articles of Association"), 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 the meeting, etc.
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 (hereinafter referred to as the "Shenzhen Stock Exchange") trading system and Internet voting system;
3． In accordance with the provisions of the "Securities Law", "Securities Legal Business Management Measures", "Securities Legal Business Practice Rules" and other provisions and 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. There are no false records, misleading statements or major omissions, and they shall 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 relevant laws, administrative regulations, rules and normative documents such as the Company Law, Securities Law, Rules of Shareholders' Meetings, Measures for the Administration of Securities Legal Business, 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 third meeting of the sixth 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 Yunnan Watson Biotechnology Co., Ltd. on convening the second extraordinary shareholders' meeting in 2026" (hereinafter referred to as the "Meeting Notice") on the cninfo website (http://www.cninfo.com.cn) on March 19, 2026. The meeting notice states the session of the meeting, convener, convening time, on-site meeting location, convening method, matters to be reviewed, attendees, equity registration date, meeting registration and other matters.
(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 will be held at 14:00 on April 3, 2026, in the company conference room at No. 395 Kexin Road, High-tech Zone, Kunming City, Yunnan Province. It will be hosted by Mr. Li Yunchun, chairman of your company. The specific time for online voting at this meeting through the Shenzhen Stock Exchange trading system is from 9:15 to 9:25, 9:30 to 11:30, and 13:00 to 15:00 on April 3, 2026; the specific time for voting through the Shenzhen Stock Exchange’s Internet voting system is from 9:15 to 15:00 on April 3, 2026.
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".
Based on the relevant identification documents of shareholders attending the meeting on-site, the shareholder power of attorney and valid personal identification documents submitted by shareholder agents, the online voting statistical results reported by Shenzhen Securities Information Co., Ltd., the shareholder list as of the equity registration date of this meeting, and verified by your company and our lawyers, a total of 863 shareholders (shareholder agents) voted on-site and online at this meeting, representing shares 206,279,660 shares, accounting for 12.8977% 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 some of your company's directors, senior managers and our firm's attorneys.
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 above-mentioned shareholder qualifications for 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 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:
(1) The "Proposal on the Company's Compliance with the Conditions for Issuing A Shares to Specific Objects" was voted in favor of 169,103,552 shares, accounting for 94.4030% of the effective voting rights held by non-affiliated shareholders (shareholder agents) present at this meeting;
9,869,027 shares were opposed, accounting for 5.5094% of the effective voting rights held by unrelated shareholders (shareholder proxies) attending the meeting;
156,900 shares abstained from voting, accounting for 0.0876% of the effective voting rights held by unrelated shareholders (shareholder proxies) attending the meeting.
Li Yunchun, a related shareholder present at the scene, abstained from voting.
(2) The "Proposal on the Company's Plan for Issuing A Shares to Specific Targets in 2026" was voted on item by item.
1． Type and par value of shares issued
169,016,852 shares were approved, accounting for 94.3546% of the effective voting rights held by non-affiliated shareholders (shareholder proxies) attending this meeting;
9,871,527 shares were opposed, accounting for 5.5108% of the effective voting rights held by unrelated shareholders (shareholder proxies) attending the meeting;
241,100 shares abstained from voting, accounting for 0.1346% of the effective voting rights held by unrelated shareholders (shareholder proxies) attending the meeting.
Li Yunchun, a related shareholder present at the scene, abstained from voting.
- Issuance method and release time
169,077,142 shares were approved, accounting for 94.3882% of the effective voting rights held by non-affiliated shareholders (shareholder proxies) attending this meeting;
9,675,037 shares were opposed, accounting for 5.4011% of the effective voting rights held by unrelated shareholders (shareholder proxies) attending the meeting;
377,300 shares abstained from voting, accounting for 0.2106% of the effective voting rights held by unaffiliated shareholders (shareholder proxies) attending the meeting.
Li Yunchun, a related shareholder present at the scene, abstained from voting.
3． Issuance objects and subscription methods
169,008,747 shares were approved, accounting for 94.3500% of the effective voting rights held by unrelated shareholders (shareholder proxies) attending this meeting;
9,877,932 shares were opposed, accounting for 5.5144% of the effective voting rights held by unrelated shareholders (shareholder proxies) attending this meeting;
242,800 shares abstained from voting, accounting for 0.1355% of the effective voting rights held by unrelated shareholders (shareholder proxies) attending the meeting.
Li Yunchun, a related shareholder present at the scene, abstained from voting.
4． Pricing base date, issue price and pricing principles
Agree to 168,480,457 shares, accounting for 94.0551% of the effective voting rights held by non-affiliated shareholders (shareholder proxies) attending this meeting;
10,249,822 shares were opposed, accounting for 5.7220% of the effective voting rights held by unrelated shareholders (shareholder proxies) attending this meeting;
399,200 shares abstained from voting, accounting for 0.2229% of the effective voting rights held by non-affiliated shareholders (shareholder proxies) attending the meeting.
Li Yunchun, a related shareholder present at the scene, abstained from voting.
- Issue quantity
Agree to 168,970,647 shares, accounting for 94.3288% of the effective voting rights held by unrelated shareholders (shareholder proxies) attending this meeting;
10,004,232 shares were opposed, accounting for 5.5849% of the effective voting rights held by unrelated shareholders (shareholder proxies) attending the meeting;
154,600 shares abstained from voting, accounting for 0.0863% of the effective voting rights held by unaffiliated shareholders (shareholder proxies) attending the meeting.
Li Yunchun, a related shareholder present at the scene, abstained from voting.
6． Amount and use of funds raised
169,200,842 shares were approved, accounting for 94.4573% of the effective voting rights held by unrelated shareholders (shareholder proxies) attending this meeting;
9,796,537 shares were opposed, accounting for 5.4690% of the effective voting rights held by unrelated shareholders (shareholder proxies) attending the meeting;
132,100 shares abstained from voting, accounting for 0.0737% of the effective voting rights held by non-affiliated shareholders (shareholder proxies) attending the meeting.
Li Yunchun, a related shareholder present at the scene, abstained from voting.
7． Limited sale period
169,193,942 shares were approved, accounting for 94.4534% of the effective voting rights held by non-affiliated shareholders (shareholder proxies) attending this meeting;
9,823,737 shares were opposed, accounting for 5.4842% of the effective voting rights held by unrelated shareholders (shareholder proxies) attending the meeting;
111,800 shares abstained from voting, accounting for 0.0624% of the effective voting rights held by unrelated shareholders (shareholder proxies) attending the meeting.
Li Yunchun, a related shareholder present at the scene, abstained from voting.
8． Listing location
169,217,042 shares were approved, accounting for 94.4663% of the effective voting rights held by unrelated shareholders (shareholder proxies) attending this meeting;
9,672,737 shares were opposed, accounting for 5.3999% of the effective voting rights held by unrelated shareholders (shareholder proxies) attending the meeting;
239,700 shares abstained from voting, accounting for 0.1338% of the effective voting rights held by unaffiliated shareholders (shareholder proxies) attending the meeting.
Li Yunchun, a related shareholder present at the scene, abstained from voting.
9． Arrangement for rolling over undistributed profits before issuance to specific objects
169,081,342 shares were approved, accounting for 94.3906% of the effective voting rights held by non-affiliated shareholders (shareholder proxies) attending this meeting;
9,826,037 shares were opposed, accounting for 5.4854% of the effective voting rights held by unrelated shareholders (shareholder proxies) attending the meeting;
222,100 shares abstained from voting, accounting for 0.1240% of the effective voting rights held by unrelated shareholders (shareholder proxies) attending the meeting.
Li Yunchun, a related shareholder present at the scene, abstained from voting.
- The validity period of the resolution for this issuance
169,131,042 shares were approved, accounting for 94.4183% of the effective voting rights held by non-affiliated shareholders (shareholder proxies) attending this meeting;
9,627,237 shares were opposed, accounting for 5.3745% of the effective voting rights held by unrelated shareholders (shareholder proxies) attending the meeting;
371,200 shares abstained from voting, accounting for 0.2072% of the effective voting rights held by unrelated shareholders (shareholder proxies) attending the meeting.
Li Yunchun, a related shareholder present at the scene, abstained from voting.
(3) Voted and approved the "Proposal on the Demonstration and Analysis Report on the Company's 2026 Stock Issuance Plan to Specific Targets"
169,006,742 shares were approved, accounting for 94.3489% of the effective voting rights held by unrelated shareholders (shareholder proxies) attending this meeting;
9,802,037 shares were opposed, accounting for 5.4720% of the effective voting rights held by unrelated shareholders (shareholder proxies) attending this meeting;
320,700 shares abstained from voting, accounting for 0.1790% of the effective voting rights held by unrelated shareholders (shareholder proxies) attending the meeting.
Li Yunchun, a related shareholder present at the scene, abstained from voting.
(4) Voted and approved the “Proposal on the Company’s Plan for Issuing A Shares to Specific Targets in 2026”
168,867,857 shares were approved, accounting for 94.2714% of the effective voting rights held by unrelated shareholders (shareholder proxies) attending this meeting;
9,721,722 shares were opposed, accounting for 5.4272% of the effective voting rights held by unrelated shareholders (shareholder proxies) attending the meeting;
539,900 shares abstained from voting, accounting for 0.3014% of the effective voting rights held by non-affiliated shareholders (shareholder proxies) attending the meeting.
Li Yunchun, a related shareholder present at the scene, abstained from voting.
(5) Voted and approved the "Proposal on the Feasibility Analysis Report on the Use of Funds Raised by the Company's Issuance of A Shares to Specific Targets in 2026"
168,988,842 shares were approved, accounting for 94.3389% of the effective voting rights held by non-affiliated shareholders (shareholder proxies) attending this meeting;
9,647,137 shares were opposed, accounting for 5.3856% of the effective voting rights held by unrelated shareholders (shareholder proxies) attending the meeting;
493,500 shares abstained from voting, accounting for 0.2755% of the effective voting rights held by unrelated shareholders (shareholder proxies) attending the meeting.
Li Yunchun, a related shareholder present at the scene, abstained from voting.
(6) Voted and approved the "Proposal on Matters Related to Related Transactions Involved in the Company's Issuance of A Shares to Specific Targets in 2026"
Agree to 168,926,642 shares, accounting for 94.3042% of the effective voting rights held by unrelated shareholders (shareholder proxies) attending this meeting;
9,706,637 shares were opposed, accounting for 5.4188% of the effective voting rights held by unrelated shareholders (shareholder proxies) attending the meeting;
496,200 shares abstained from voting, accounting for 0.2770% of the effective voting rights held by unaffiliated shareholders (shareholder proxies) attending the meeting.
Li Yunchun, a related shareholder present at the scene, abstained from voting.
(7) Voted and approved the "Proposal on the Signing of a Conditionally Effective Share Subscription Agreement between the Company and Specific Objects"
Agree to 168,940,642 shares, accounting for 94.3120% of the effective voting rights held by non-affiliated shareholders (shareholder proxies) attending this meeting;
9,689,637 shares were opposed, accounting for 5.4093% of the effective voting rights held by unrelated shareholders (shareholder proxies) attending the meeting;
499,200 shares abstained from voting, accounting for 0.2787% of the effective voting rights held by unrelated shareholders (shareholder proxies) attending the meeting.
Li Yunchun, a related shareholder present at the scene, abstained from voting.
(8) Voted and approved the "Proposal on the Company's Issuance of A Shares to Specific Targets in 2026 to Dilute Current Returns, Compensation Measures and Commitments of Relevant Entities"
Agree to 169,030,942 shares, accounting for 94.3624% of the effective voting rights held by non-affiliated shareholders (shareholder proxies) attending this meeting;
9,745,037 shares were opposed, accounting for 5.4402% of the effective voting rights held by unrelated shareholders (shareholder proxies) attending the meeting;
353,500 shares abstained from voting, accounting for 0.1973% of the effective voting rights held by unrelated shareholders (shareholder proxies) attending the meeting.
Li Yunchun, a related shareholder present at the scene, abstained from voting.
(9) The "Proposal on No need to prepare a report on the use of previously raised funds" was voted in favor of 169,138,242 shares, accounting for 94.4223% of the effective voting rights held by unaffiliated shareholders (shareholder agents) attending this meeting;
9,529,537 shares were opposed, accounting for 5.3199% of the effective voting rights held by unrelated shareholders (shareholder proxies) attending the meeting;
461,700 shares abstained from voting, accounting for 0.2577% of the effective voting rights held by unrelated shareholders (shareholder proxies) attending the meeting.
Li Yunchun, a related shareholder present at the scene, abstained from voting.
(10) Voted and approved the "Proposal on Requesting the Shareholders' Meeting to Authorize the Board of Directors and Personnel Authorized by the Board of Directors to Fully Handle Matters Related to the Company's Issuance of A Shares to Specific Targets"
168,939,942 shares were approved, accounting for 94.3116% of the effective voting rights held by unrelated shareholders (shareholder proxies) attending this meeting;
9,689,237 shares were opposed, accounting for 5.4091% of the effective voting rights held by unrelated shareholders (shareholder proxies) attending the meeting;
500,300 shares abstained from voting, accounting for 0.2793% of the effective voting rights held by unaffiliated shareholders (shareholder proxies) attending the meeting.
Li Yunchun, a related shareholder present at the scene, abstained from voting.
(11) Voted and approved the "Proposal on the Company's Shareholder Return Plan for the Next Three Years (2026-2028)"
Agree to 175,328,887 shares, accounting for 97.8783% of the effective voting rights held by non-affiliated shareholders (shareholder proxies) attending this meeting;
3,576,392 shares were opposed, accounting for 1.9965% of the effective voting rights held by unrelated shareholders (shareholder proxies) attending the meeting;
224,200 shares abstained from voting, accounting for 0.1252% of the effective voting rights held by unrelated shareholders (shareholder proxies) attending the meeting.
Li Yunchun, a related shareholder present at the scene, abstained from voting.
(12) Voted and approved the "Proposal on Establishing a Special Account for Raising Funds from the Company's Issuance of A Shares to Specific Targets in 2026"
169,107,942 shares were approved, accounting for 94.4054% of the effective voting rights held by non-affiliated shareholders (shareholder proxies) attending this meeting;
9,799,637 shares were opposed, accounting for 5.4707% of the effective voting rights held by unrelated shareholders (shareholder proxies) attending the meeting;
221,900 shares abstained from voting, accounting for 0.1239% of the effective voting rights held by unaffiliated shareholders (shareholder proxies) attending the meeting.
Li Yunchun, a related shareholder present at the scene, abstained from voting.
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 proposals were passed by more than two-thirds of the valid voting rights held by the non-affiliated shareholders (shareholder proxies) present at the 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, "Shareholders' Meeting Rules" and "Articles of Association". The qualifications of the convener of this meeting and the attendees, 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 the "Legal Opinion of the Shanghai Branch of Beijing Jingtian & Gongcheng Law Firm on the Second Extraordinary Meeting of Shareholders of Yunnan Watson Biotechnology Co., Ltd. in 2026")
Head of the Shanghai Branch of Beijing Jingtian & Gongcheng Law Firm (seal) (signature)
Attorney Chen Yimin (signature)
Hou Yanling's handling lawyer (signed)
Yao Tang April 3, 2026