Sinopharm Accord: Legal Opinion on the 2025 Annual Shareholders Meeting
Beijing Tianyuan (Shenzhen) Law Firm
About Sinopharm Accord Pharmaceutical Co., Ltd.
Legal Opinion for the 2025 Annual Shareholders Meeting
Jingtianguzi (2026) No. 361
To: Sinopharm Accord Pharmaceutical Co., Ltd.
The 2025 Annual Shareholders' Meeting of Sinopharm Accord Pharmaceutical Co., Ltd. (hereinafter referred to as the "Company") (hereinafter referred to as the "Shareholders' Meeting") will adopt a combination of on-site voting and online voting. The on-site meeting will be held on May 21, 2026 in the conference room on the 5th floor of the Accord Pharmaceutical Building, No. 15 Bagua 4th Road, Futian District, Shenzhen. Beijing Tianyuan (Shenzhen) Law Firm (hereinafter referred to as the "Firm") accepted the appointment of the company and assigned its lawyers to witness the shareholders' meeting on-site. This legal opinion is issued on matters such as the convening and convening procedures of this shareholders' meeting, the qualifications of those attending the on-site meeting, the qualifications of the convener, the voting procedures and voting results of this shareholders' meeting, and other relevant provisions.
In order to issue this legal opinion, our lawyers reviewed the "Announcement of Resolutions of the Seventh Meeting of the Tenth Board of Directors of Sinopharm Group Accord Pharmaceutical Co., Ltd.", "Announcement of Resolutions of the Fourth Extraordinary Meeting of the Tenth Session of the Board of Directors of Sinopharm Group Accord Pharmaceutical Co., Ltd. in 2026" and "Announcement of Resolutions of the Fourth Extraordinary Meeting of the Tenth Board of Directors of Sinopharm Group Accord Pharmaceutical Co., Ltd. in 2026" and "Announcement of Resolutions of Sinopharm Accord Pharmaceutical Co., Ltd. on Convening a Public Meeting" "Notice of the Company's 2025 Annual Shareholders' Meeting" (hereinafter referred to as the "Notice of the Shareholders' Meeting") and other documents and information deemed necessary by our lawyers. At the same time, we reviewed the identities and qualifications of shareholders attending the on-site meeting, witnessed the convening of this shareholders' meeting, and participated in the on-site supervision and counting of the votes cast at this shareholders' meeting.
The firm and its handling lawyers have strictly performed their statutory duties in accordance with the provisions of the Securities Law, the Administrative Measures for Law Firms Engaging in Securities Legal Business, the Rules for the Practice of Securities Legal Business of Law Firms (Trial), and the facts that have occurred or existed before the date of issuance of this legal opinion. Following the principles of diligence and good faith, we have 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, and there are no false records, misleading statements, or major omissions, and we shall bear corresponding legal responsibilities.
Our firm and the handling lawyers agree to use this legal opinion as a statutory document for the announcement of this shareholders' meeting, and submit it together with other announcement documents to the Shenzhen Stock Exchange (hereinafter referred to as the "Shenzhen Stock Exchange") for review and announcement, and assume responsibility for the legal opinions issued in accordance with the law.
Our lawyers have verified and verified the documents and relevant facts provided by the company in accordance with the recognized business standards, ethics and diligence of the legal industry, and hereby issue the following legal opinions:
1. Convening and convening procedures of this shareholders’ meeting
The company's tenth board of directors held the seventh meeting of the tenth board of directors on March 31, 2026 and made a resolution to convene this shareholders' meeting, and announced the "Shareholders Meeting Notice" through the designated information disclosure media on April 30, 2026. The "Notice of Shareholders' Meeting" states the time, location, matters to be considered, voting methods and attendees of the meeting, etc.
According to the "Notice of Shareholders' Meeting", this shareholders' meeting will be held through a combination of on-site voting and online voting. The on-site shareholders' meeting was held at 9:30 a.m. on May 21, 2026 in the conference room on the 5th floor of Accord Pharmaceutical Building, No. 15 Bagua 4th Road, Futian District, Shenzhen. More than half of the directors jointly elected Mr. Li Jinxiong, the company director, to preside over the shareholders' meeting and completed the entire meeting agenda. The online voting for this shareholder meeting was conducted through the Shenzhen Stock Exchange Shareholders Meeting online voting system. The specific time for online voting through the Shenzhen Stock Exchange trading system is: 9:15-9:25, 9:30-11:30, 13:00-15:00 on May 21, 2026; the specific time for voting through the Shenzhen Stock Exchange Internet voting system is: any time between 9:15-15:00 on May 21, 2026.
Our lawyers believe that the convening and procedures of this shareholders’ meeting comply with the provisions of laws, administrative regulations, the “Shareholders’ Meeting Rules” and the “Articles of Association”.
2. Qualifications of personnel attending this shareholders’ meeting and qualifications of convener
(1) Qualifications of personnel attending this shareholders’ meeting
(1) Overall attendance
A total of 197 shareholders and shareholders' proxies attended the company's shareholders' meeting, representing 333,675,556 voting shares of the company, accounting for 59.9527% of the company's total voting shares. Among them, there are 180 A-share shareholders and shareholder agents, representing 327,838,807 shares with voting rights of the company, accounting for 67.5658% of the total number of voting shares of the company's A-share shareholders; 17 B-share shareholders and shareholder agents, representing 5,836,749 voting shares of the company, accounting for 8.1803% of the total number of voting shares of the company's B-share shareholders.
There are a total of 196 shareholders (or shareholders' agents) other than the company's directors, senior managers, and shareholders (or shareholders' agents) who individually or jointly hold more than 5% of the company's shares (hereinafter referred to as "small and medium-sized investors"), representing 21,675,568 shares of the company with voting rights, accounting for 3.8745% of the company's total voting shares. (2) Attendance at on-site meetings
According to relevant information such as shareholder shareholding certificates, legal representative identity certificates, shareholder power of attorney and personal identity certificates provided by shareholders attending the company's on-site meeting, a total of 12 shareholders and shareholder agents attended the on-site meeting, representing 315,897,837 shares of the company with voting rights, accounting for 56.79% of the company's total shares with voting rights. (3) Situation of online voting
According to the online voting results provided by Shenzhen Securities Information Co., Ltd., 185 shareholders voted online, representing 17,777,719 shares of the company with voting rights, accounting for 3.1942% of the company's total voting shares. Among them, 8 B-share shareholders voted online, representing 1,954,000 shares, accounting for 2.7386% of the company’s total foreign shares with voting rights.
(4) In addition to the above-mentioned shareholders and shareholder representatives, some of the company’s directors, company board secretaries, lawyers and senior managers attended or attended the meeting.
(2) Convener of this shareholders’ meeting
The convener of this shareholders' meeting is the company's board of directors.
The qualifications of online voting shareholders will be verified by the stock exchange system when they vote online.
After verification, our lawyers believe that the qualifications of the people attending the shareholders' meeting and the qualifications of the convener are legal and valid.
3. Voting procedures and results of this shareholders’ meeting
After verification, all matters voted on at this shareholders' meeting have been listed in the "Notice of Shareholders' Meeting".
This shareholders' meeting adopted a combination of on-site voting and online voting to review and vote on the proposals included on the agenda. The proposals were not shelved or voted on for any reason.
For on-site voting on matters to be considered at the shareholders' meeting, the votes will be counted and supervised jointly by shareholder representatives and our lawyers. The online voting of this shareholders' meeting shall be based on the voting statistics provided by Shenzhen Securities Information Co., Ltd. to the company.
After combining the online voting and on-site voting results, the voting results of the resolutions reviewed at this shareholders’ meeting are as follows:
(1) "Company's 2025 Board of Directors Work Report"
Voting status:
Agree Ratio Oppose Ratio Abstain Ratio Represents Shares Agree (shares) Oppose (shares) Abstain (shares)
Example Example Example All participants
333,675,556 333,348,016 99.90% 267,300 0.08% 60,240 0.02% shareholders
A shares attending the meeting
327,838,807 327,522,667 99.90% 255,900 0.08% 60,240 0.02% shareholders
B shares attending the meeting
5,836,749 5,825,349 99.80% 11,400 0.20% 0 0.00% shareholders
Among them: small and medium schools
21,675,568 21,348,028 98.49% 267,300 1.23% 60,240 0.28% Investors
Voting result: passed
(2) "Company's 2025 Annual Report and Summary"
Voting status:
Agree Ratio Oppose Ratio Abstain Ratio Represents Shares Agree (shares) Oppose (shares) Abstain (shares)
Example Example Example All participants
333,675,556 333,339,316 99.90% 268,600 0.08% 67,640 0.02% shareholders
A shares attending the meeting
327,838,807 327,513,967 99.90% 257,200 0.08% 67,640 0.02% shareholders
B shares attending the meeting
5,836,749 5,825,349 99.80% 11,400 0.20% 0 0.00% shareholders
Among them: small and medium schools
21,675,568 21,339,328 98.45% 268,600 1.24% 67,640 0.31% Investors
Voting result: passed
(3) "The Company's 2025 Profit Distribution Plan"
Voting status:
Agree Ratio Oppose Ratio Abstain Ratio Represents Shares Agree (shares) Oppose (shares) Abstain (shares)
Example Example Example All participants
333,675,556 333,309,456 99.89% 339,100 0.10% 27,000 0.01% shareholders
A shares attending the meeting
327,838,807 327,502,507 99.90% 309,300 0.09% 27,000 0.01% shareholders
B shares attending the meeting
5,836,749 5,806,949 99.49% 29,800 0.51% 0 0.00% shareholders
Among them: small and medium schools
21,675,568 21,309,468 98.31% 339,100 1.56% 27,000 0.12% Investors
Voting result: passed
(4) "Proposal on Renewing the Company's 2026 Financial Report Auditing Agency and Internal Control Auditing Agency"
Voting status:
Agree Ratio Oppose Ratio Abstain Ratio Represents Shares Agree (shares) Oppose (shares) Abstain (shares)
Example Example Example All participants
333,675,556 332,991,206 99.79% 602,510 0.18% 81,840 0.02% shareholders
A shares attending the meeting
327,838,807 327,179,957 99.80% 591,110 0.18% 67,740 0.02% shareholders
Agree Ratio Disagree Ratio Abstain Ratio Represents Shares Agree (shares) Oppose (shares) Abstain (shares)
Example Example Example Participating in the meeting B shares
5,836,749 5,811,249 99.56% 11,400 0.20% 14100 0.24% shareholders
Among them: small and medium schools
21,675,568 20,991,218 96.84% 602,510 2.78% 81,840 0.38% Investors
Voting result: passed
(5) "Proposal on the Estimation of Daily Related Transactions between the Company, its Subsidiary Companies and Related Parties in 2026" This proposal involves avoidance of voting matters, and related shareholders have avoided voting.
Voting status:
Ratio of Agree Ratio of Opposition Abstention Ratio of Abstention represents shares Agree (shares) Disagree (shares)
Example Example (share) Example is not related to the meeting
21,675,568 21,292,268 98.23% 325,400 1.50% 57,900 0.27% shareholders
A-share non-members attending the meeting
15,838,819 15,481,019 97.74% 314,000 1.98% 43,800 0.28% Related shareholders
Non-B shares attending the meeting
5,836,749 5,811,249 99.56% 11,400 0.20% 14100 0.24% Related shareholders
Among them: non-related
21,675,568 21,292,268 98.23% 325,400 1.50% 57,900 0.27% Small and medium investors
Voting result: passed
(6) "Proposal on the Company's Controlled Subsidiary Guoda Pharmacy Providing Financial Assistance and Related Transactions to the Subsidiary"
This proposal involves matters of abstention from voting, and related shareholders have abstained from voting.
Voting status:
Ratio of Agree Ratio of Opposition Abstention Ratio of Abstention represents shares Agree (shares) Disagree (shares)
Example Example (share) Example is not related to the meeting
21,675,568 20,306,813 93.69% 1,321,955 6.10% 46,800 0.22% shareholders
Ratio of Agree Ratio of Opposition Abstention Ratio of Abstention represents shares Agree (shares) Disagree (shares)
Example Example (shares) Example A-share non-members attending the meeting
15,838,819 15,413,819 97.32% 378,200 2.39% 46,800 0.30% Related shareholders
Non-B shares attending the meeting
5,836,749 4,892,994 83.83% 943,755 16.17% 0 0.00% Related shareholders
Among them: non-related
Lianzhong Small Investment 21,675,568 20,306,813 93.69% 1,321,955 6.10% 46,800 0.22%
Voting result: passed
(7) "Proposal on the Signing of a Financial Services Agreement and Related Transactions between the Company and Sinopharm Group Finance Co., Ltd."
This proposal involves matters of abstention from voting, and related shareholders have abstained from voting.
Voting status:
Ratio of Agree Ratio of Opposition Abstention Ratio of Abstention represents shares Agree (shares) Disagree (shares)
Example Example (share) Example is not related to the meeting
21,675,568 18,742,119 86.47% 2,887,149 13.32% 46,300 0.21% shareholders
A-share non-members attending the meeting
15,838,819 13,835,025 87.35% 1,957,494 12.36% 46,300 0.29% Related shareholders
Non-B shares attending the meeting
5,836,749 4,907,094 84.07% 929,655 15.93% 0 0.00% Related shareholders
Among them: non-related
Lianzhong Small Investment 21,675,568 18,742,119 86.47% 2,887,149 13.32% 46,300 0.21%
Voting result: passed
(8) "Proposal on the Company's Accounts Receivable Factoring Business and Related Transactions with Sinopharm Ronghui (Shanghai) Commercial Factoring Co., Ltd."
This proposal involves matters of abstention from voting, and related shareholders have abstained from voting.
Voting status:
Ratio of Agree Ratio of Opposition Abstention Ratio of Abstention represents shares Agree (shares) Disagree (shares)
Example Example (share) Example is not related to the meeting
21,675,568 20,329,513 93.79% 1,301,755 6.01% 44,300 0.20% shareholders
A-share non-members attending the meeting
15,838,819 15,422,419 97.37% 372,100 2.35% 44,300 0.28% Related shareholders
Non-B shares attending the meeting
5,836,749 4,907,094 84.07% 929,655 15.93% 0 0.00% Related shareholders
Among them: non-related
Lianzhong Small Investment 21,675,568 20,329,513 93.79% 1,301,755 6.01% 44,300 0.20%
Voting result: passed
(9) "Proposal on the Company's Credit Guarantee Line for Financial Institutions in 2026"
Voting status:
Ratio of Agree Ratio of Opposition Abstention Ratio of Abstention represents shares Agree (shares) Disagree (shares)
Example Example (share) Example All participants in the meeting
333,675,556 332,234,301 99.57% 1,381,855 0.41% 59,400 0.02% shareholders
A shares attending the meeting
327,838,807 327,359,707 99.85% 433,800 0.13% 45,300 0.01% shareholders
B shares attending the meeting
5,836,749 4,874,594 83.52% 948,055 16.24% 14100 0.24% shareholders
Among them: medium
21,675,568 20,234,313 93.35% 1,381,855 6.38% 59,400 0.27% Small investors
Voting result: passed
(10) "Proposal on Fund Allocation through Entrusted Loans between the Company and its Holding Subsidiaries"
Voting status:
Agree Ratio Disagree Ratio Abstain Ratio Represents Shares Agree (shares) Oppose (shares) Abstain (shares)
Example Example Example All participants
333,675,556 331,678,241 99.40% 1,321,555 0.40% 675,760 0.20% shareholders
Agree Ratio Disagree Ratio Abstain Ratio Represents Shares Agree (shares) Oppose (shares) Abstain (shares)
Example Example Example Participating in the A-share meeting
327,838,807 326,803,647 99.68% 373,500 0.11% 661,660 0.20% shareholders
B shares attending the meeting
5,836,749 4,874,594 83.52% 948,055 16.24% 14100 0.24% shareholders
Among them: medium
21,675,568 19,678,253 90.79% 1,321,555 6.10% 675,760 3.12% Small investors
Voting result: passed
(11) "Proposal on Directors' Remuneration in 2025"
Voting status:
Agree Ratio Disagree Ratio Abstain Ratio Represents Shares Agree (shares) Oppose (shares) Abstain (shares)
Example Example Example All participants
333,675,556 333,197,956 99.86% 438,300 0.13% 39,300 0.01% shareholders
A shares attending the meeting
327,838,807 327,405,107 99.87% 408,500 0.12% 25,200 0.01% shareholders
B shares attending the meeting
5,836,749 5,792,849 99.25% 29,800 0.51% 14100 0.24% shareholders
Among them: small and medium schools
21,675,568 21,197,968 97.80% 438,300 2.02% 39,300 0.18% Investors
Voting result: passed
(12) "Proposal on the Election of Independent Directors"
Voting status:
Agree Ratio Disagree Ratio Abstain Ratio Represents Shares Agree (shares) Oppose (shares) Abstain (shares)
Example Example Example All participants
333,675,556 333,312,356 99.89% 303,800 0.09% 59,400 0.02% shareholders
A shares attending the meeting
327,838,807 327,501,107 99.90% 292,400 0.09% 45,300 0.01% shareholders
Agree Ratio Disagree Ratio Abstain Ratio Represents Shares Agree (shares) Oppose (shares) Abstain (shares)
Example Example Example Participating in the meeting B shares
5,836,749 5,811,249 99.56% 11,400 0.20% 14100 0.24% shareholders
Among them: small and medium schools
21,675,568 21,312,368 98.32% 303,800 1.40% 59,400 0.27% Investors
Voting results: Mr. Tan Jinsong was elected as an independent director candidate for the tenth session of the company’s board of directors
(13) "Proposal on Formulating the "Remuneration Management System for Directors and Senior Management Personnel"
Voting status:
Agree Ratio Disagree Ratio Abstain Ratio Represents Shares Agree (shares) Oppose (shares) Abstain (shares)
Example Example Example All participants
333,675,556 333,232,456 99.87% 418,800 0.13% 24,300 0.01% shareholders
A shares attending the meeting
327,838,807 327,407,107 99.87% 407,400 0.12% 24,300 0.01% shareholders
B shares attending the meeting
5,836,749 5,825,349 99.80% 11,400 0.20% 0 0.00% shareholders
Among them: small and medium schools
21,675,568 21,232,468 97.96% 418,800 1.93% 24,300 0.11% Investors
Our lawyers believe that the voting procedures and results of this shareholders’ meeting are legal and valid.
4. Conclusions
In summary, our lawyers believe that the convening and convening procedures of the company's shareholders' meeting comply with the provisions of laws, administrative regulations, the "Shareholders' Meeting Rules" and the "Articles of Association"; the qualifications of the personnel attending the on-site shareholders' meeting and the qualifications of the convener are legal and valid; the voting procedures and voting results of this shareholders' meeting are legal and valid.
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(This page has no text and is the signature page of "Legal Opinions of Beijing Tianyuan (Shenzhen) Law Firm on the 2025 Annual Shareholders Meeting of Sinopharm Accord Pharmaceutical Co., Ltd.")
Beijing Tianyuan (Shenzhen) Law Firm (stamped)
Person in charge:
Li Yixing
Handling lawyer (signature):
Wang Yupeng
Handling lawyer (signature):
Zhu Yingying Office Address: No. 1-1, Zhongxin 4th Road, Futian District, Shenzhen
8th floor, Tower 3, Kerry Properties Plaza
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