Chongqing Pharmaceutical Holdings: Beijing Jingtian & Gongcheng Law Firm’s lawyer-witnessed legal opinion on the third extraordinary shareholders’ meeting of Chongqing Pharmaceutical Holdings Co., Ltd. in 2026
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Beijing Jingtian & Gongcheng Law Firm
Regarding the third extraordinary shareholders’ meeting of Chongqing Pharmaceutical Holdings Co., Ltd. in 2026
Lawyer witnesses legal opinion
To: Chongyang Pharmaceutical Holdings Co., Ltd.
Beijing Jingtian & Gongcheng Law Firm (hereinafter referred to as the "Firm") accepted the entrustment of Chongqing Pharmaceutical Holdings Co., Ltd. (hereinafter referred to as the "Company") and assigned lawyers to attend the company's third extraordinary shareholders' meeting of 2026 held on June 29, 2026 (hereinafter referred to as the "Shareholders' Meeting"). 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" and the "Shenzhen Stock Exchange Stock Listing Rules" and other current relevant laws, regulations, normative documents and the " In accordance with the provisions of the Articles of Association of Chongqing Pharmaceutical Holdings Co., Ltd. (hereinafter referred to as the "Articles of Association"), our lawyers carefully reviewed the convening and convening procedures of the company's shareholders' meeting, the qualifications of the convener and attendees, the legality and validity of the voting procedures, etc., and issued this legal opinion.
Our lawyers issued legal opinions in accordance with the requirements of current laws and regulations based on the facts learned at the shareholders' meeting and the documents provided by the company. In order to issue this legal opinion, our lawyers reviewed the relevant matters involved in this shareholders' meeting, reviewed relevant meeting documents, and conducted necessary verification and verification of relevant issues. Our lawyers have received the following guarantee from the company, that is, they have provided all the documents and materials that our lawyers believe are necessary to issue this legal opinion. The documents and statements provided meet the requirements of authenticity, accuracy and completeness, and there are no major omissions or misleading statements. The relevant copies and photocopies are consistent with the original and the original respectively.
In this legal opinion, our lawyers only express opinions on the convening and convening procedures of this shareholders' meeting, the qualifications of the attendees and conveners, 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 other laws, regulations, normative documents and the "Articles of Association". We do not express opinions on the content of the motions considered at the meeting and the authenticity, accuracy and completeness of the facts or data expressed in such motions. This legal opinion is only used by the company to explain the legality of matters related to this shareholders' meeting and may not be used for any other purpose.
The lawyers of our firm agree to announce this legal opinion together with the resolution of the company's shareholders' meeting, and assume corresponding responsibilities for this legal opinion in accordance with the law.
In accordance with the recognized business standards, ethics and spirit of diligence and responsibility in the Chinese lawyer industry, our lawyers issued this legal opinion on the company’s shareholders’ meeting as follows:
1. Regarding the convening and convening procedures of this shareholders’ meeting
On June 12, 2026, the company held the 24th meeting of the ninth board of directors, reviewed and approved the "Proposal on Convening the Third Extraordinary Shareholders' Meeting in 2026", and decided to convene the company's board of directors and convene this shareholders' meeting on June 29, 2026.
On June 13, 2026, the company published the "Notice on Convening the Third Extraordinary Shareholders' Meeting in 2026" on cninfo.com (www.cninfo.com.cn) and other media, announcing the time, location, topics for review, meeting registration and other matters of this shareholders' meeting.
At 14:30 pm on June 29, 2026, the on-site shareholders' meeting will be held as scheduled in the company conference room at No. 303 Jinshi Avenue, Yubei District, Chongqing at the time and location announced. The online voting time is June 29, 2026, of which: (1) The specific time for online voting through the Shenzhen Stock Exchange trading system is: June 29, 2026 9:15-9:25, 9:30-11:30, 13:00-15:00; (2) The specific time for voting through the Shenzhen Stock Exchange Internet voting system is: June 29, 2026 9:15-15:00 on Sunday.
After checking the relevant materials of this shareholders' meeting, our lawyers believe that the convening and convening procedures of this shareholders' meeting comply with the provisions of the "Company Law", "Rules for Shareholders' Meetings of Listed Companies" and other laws, regulations and the "Articles of Association".
2. Qualifications of persons attending this shareholders’ meeting
A total of 227 shareholders and shareholders' proxies attended this shareholders' meeting, representing 1,022,292,037 shares, accounting for 59.6862% of the company's total voting shares. Among them: 2 shareholders voted on-site, representing 947,195,203 shares, accounting for 55.3017% of the company's total voting shares; 225 shareholders voted online, representing 75,096,834 shares, accounting for 4.3845% of the company's total voting shares. The qualifications and identities of shareholders voting through the online voting system have been certified by the Shenzhen Stock Exchange trading system. All shareholders and their agents attending this shareholders' meeting are the company's shareholders or their agents registered with the Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. after the close of the Shenzhen Stock Exchange on the equity registration date (June 24, 2026).
This shareholders' meeting was convened by the company's board of directors and chaired by Mr. Liu Wei, the company's director. Some of the company's directors attended the shareholders' meeting, and some of the company's senior managers and lawyers from the firm attended the shareholders' meeting.
Our lawyers believe that the qualifications of the persons attending this shareholders' meeting and the convener of the meeting comply with the provisions of the Company Law, the Rules of Shareholders' Meetings of Listed Companies and other laws, regulations and the Articles of Association.
3. Proposals to be considered at this shareholders’ meeting
After on-site verification by our lawyers, the following proposals were considered at this shareholders’ meeting:
Proposal on amending the "Remuneration Management System for Directors and Senior Management"
Proposal on the remuneration plan for directors and senior managers in 2026
The content of this shareholders' meeting was consistent with the content of the meeting notice and announcement, and no temporary motion was proposed.
Our lawyers believe that the above-mentioned proposals have been disclosed by the company's board of directors in the notice of this shareholders' meeting, and are in compliance with the relevant provisions of the "Company Law", "Rules of Shareholders' Meetings of Listed Companies" and other laws, regulations and the "Articles of Association".
4. Voting procedures and results of matters to be considered at this shareholders’ meeting
Witnessed by our lawyers, the shareholders' meeting reviewed and voted on each of the proposals listed in the meeting notice. The shareholders' meeting will be voted through a combination of on-site voting and online voting. The on-site voting votes were counted by the scrutineers and counters, and the voting results were announced on the spot; shareholders and their agents who attended the on-site meeting did not raise any objection to the on-site voting results. The company provides shareholders with an online voting platform for this shareholders' meeting through the Shenzhen Stock Exchange's trading system and Internet voting system. After the online voting, the Shenzhen Stock Exchange provided the company with the total number of shares voted and the results of the online voting for this shareholders' meeting.
After counting the voting results, the voting results of the resolutions reviewed at this shareholders’ meeting are as follows:
- Proposal on amending the "Remuneration Management System for Directors and Senior Management"
Voting results: On-site and online voting approved 1,016,251,443 shares, accounting for 99.4091% of the total number of shares with valid voting rights present at this shareholders' meeting; 5,841,694 shares voted against, accounting for 0.5714% of the total number of shares with valid voting rights present at this shareholders' meeting; 198,900 abstained shares (of which 0 shares abstained by default due to non-voting), accounting for 0.0195% 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 investors attending the meeting (total online and on-site): 69,056,240 shares were approved, accounting for 91.9563% of the total number of shares with valid voting rights of small and medium-sized shareholders attending this shareholders' meeting; 5,841,694 shares were opposed, accounting for 7.7789% of the total number of shares with valid voting rights of small and medium-sized shareholders attending this shareholders' meeting; 198,900 shares were abstained (of which, default abstention due to failure to vote) 0 shares), accounting for 0.2649% of the total number of shares with valid voting rights of small and medium-sized shareholders attending this shareholders’ meeting.
- Proposal on the remuneration plan for directors and senior managers in 2026
Voting results: On-site and online voting approved 1,016,244,743 shares, accounting for 99.4085% of the total number of shares with valid voting rights present at this shareholders' meeting; 5,848,194 shares were opposed, accounting for 0.5721% of the total number of shares with valid voting rights present at this shareholders' meeting; 199,100 shares abstained (of which 200 shares abstained by default due to failure to vote) shares), accounting for 0.0195% 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 investors attending the meeting (total online and on-site): 69,049,540 shares were approved, accounting for 91.9473% of the total number of shares with valid voting rights of small and medium-sized shareholders attending this shareholders’ meeting; 5,848,194 shares were opposed, accounting for 7.7875% of the total number of shares with valid voting rights of small and medium-sized shareholders attending this shareholders’ meeting; 199,100 shares were abstained (of which 199,100 shares were abstained by default due to failure to vote) 200 shares), accounting for 0.2651% of the total number of shares with valid voting rights of small and medium-sized shareholders attending this shareholders’ meeting.
Minutes of the shareholders' meeting have been recorded, signed and archived by the directors and board secretary who attended the meeting.
After verification, our lawyers believe that the voting procedures and results of this shareholders’ meeting comply with the provisions of the Company Law, the Rules of Shareholders’ Meetings of Listed Companies and other laws and regulations, as well as the Articles of Association.
5. Conclusions
To sum up, our lawyers believe that the convening and convening procedures of the company's current shareholders' meeting, qualifications of attendees, qualifications of the convener, voting procedures, voting results and the resulting meeting resolutions are all in compliance with the relevant provisions of the "Company Law", "Rules of Shareholders' Meetings of Listed Companies" and other laws, regulations and the "Articles of Association", and are legal and valid.
This legal opinion will take effect after it is signed by the witness lawyer appointed by our firm and stamped by our firm.
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(This page has no text, but is the signature page of "Beijing Jingtian & Gongcheng Law Firm's Lawyer-Witnessed Legal Opinion on the Third Extraordinary Shareholders Meeting of Chongqing Pharmaceutical Holdings Co., Ltd. in 2026")
Head of Beijing Jingtian & Gongcheng Law Firm: Zhao Yang
Witnessing lawyer: Ren Wei
Witnessing lawyer: Xu Zhiwei
June 29, 2026