Fosun Pharma: Guoco Law Firm (Shanghai) Legal Opinion on the First Extraordinary Shareholders Meeting of Shanghai Fosun Pharma (Group) Co., Ltd. in 2025
Guoco Law Firm (Shanghai) Legal Opinion
Guoco Law Firm (Shanghai)
About Shanghai Fosun Pharmaceutical (Group) Co., Ltd.
The first extraordinary shareholders' meeting in 2025
legal opinion
To: Shanghai Fosun Pharmaceutical (Group) Co., Ltd.
Grandall Law Firm (Shanghai) (hereinafter referred to as the "Firm") accepted the entrustment of Shanghai Fosun Pharmaceutical (Group) Co., Ltd. (hereinafter referred to as the "Company") and assigned its lawyers to attend the company's first extraordinary shareholders' meeting in 2025 (hereinafter referred to as the "Shareholders' Meeting"). This legal opinion is issued in accordance with the provisions of the "Shareholders' Meeting Rules of Listed Companies" (hereinafter referred to as the "Shareholders' Meeting Rules") and the Articles of Association of Shanghai Fosun Pharmaceutical (Group) Co., Ltd. (hereinafter referred to as the "Articles of Association").
Our firm issues legal opinions based on the facts that have occurred or existed before the date of issuance of this legal opinion and the current laws, regulations and normative documents of China (for the purpose of issuing this legal opinion, "China" in this legal opinion only refers to mainland China, excluding the Hong Kong Special Administrative Region, Macau Special Administrative Region and Taiwan).
The Exchange agrees to use this legal opinion as a statutory document for the announcement of the company's shareholders' meeting, and submit it to the Shanghai Stock Exchange for review and announcement together with other announcements of the company.
In this legal opinion, our lawyers only express opinions on the convening and convening procedures of this shareholders' meeting, the qualifications of the persons 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", "Shareholders' Meeting Rules" and "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. Our lawyers assume that the documents and information provided by the company related to this shareholder meeting (including but not limited to identification certificates of relevant personnel, stock account cards, power of attorney, business licenses, etc.) are true and complete, and the signatures and/or seals on such documents and information are authentic, and issue legal opinions accordingly.
In accordance with the recognized business standards, ethics and diligence of the legal industry, our lawyers expressed the following opinions on the relevant legal issues of the company’s shareholders’ meeting:
Guoco Law Firm (Shanghai) Legal Opinion
1. Convening and convening procedures of this shareholders’ meeting
Regarding the company's convening of this shareholders' meeting, the board of directors has notified shareholders by way of announcement in China Securities Journal, Shanghai Securities News, Securities Times and the Shanghai Stock Exchange website on September 30, 2025. The company also issued a notice to the company's H-share shareholders regarding the convening of this shareholders' meeting in accordance with the requirements of the Securities Listing Rules of The Stock Exchange of Hong Kong Limited.
The above-mentioned announcement issued by the company states the time, place and matters to be considered at the meeting, and explains that shareholders have the right to attend and can entrust agents to attend and exercise their voting rights, the equity registration date of shareholders who have the right to attend, the registration method for shareholders attending the meeting, and other matters.
According to the above announcement and the meeting materials released by the company on the same day, the company's board of directors has listed the matters discussed at this shareholders' meeting in the aforementioned documents and fully disclosed the contents of the motion in accordance with relevant regulations.
The company's shareholders' meeting will be held at 13:30 on October 23, 2025, at the Shanghai Tianxi Jiafu Prime Hotel, No. 358 Hongxu Road, Shanghai. The time and location of the meeting are in compliance with the notice.
The company provides an online voting platform to A-share shareholders through the Shanghai Stock Exchange online voting system. The voting time through the trading system voting platform is the trading time period on the day of the shareholders’ meeting, that is, 9:15-9:25, 9:30-11:30, 13:00-15:00; the voting time through the Internet voting platform is 9:15-15:00 on the day of the shareholders’ meeting.
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. Legality and validity of the qualifications of persons attending this shareholders’ meeting and the qualifications of the convener
- Shareholders and authorized agents attending this shareholders’ meeting
Based on the shareholder shareholding certificates, shareholder identity certificates, shareholder power of attorney and other relevant information submitted by shareholders attending the meeting, as well as the statistical confirmation of online voting:
A total of 1,640 shareholders and proxies participated in this shareholders' meeting, representing 1,100,625,377 shares with voting rights for the company, accounting for approximately 41.6974% of the company's total voting shares as of the equity registration date of this shareholders' meeting (i.e., October 17, 2025, the same below).
After verification, the qualifications of the A-share shareholders and their proxies who participated in the on-site voting of this shareholders' meeting are legal and valid; the qualifications of the H-share shareholders and their proxies who participated in the on-site voting of this shareholders' meeting shall be determined by the secretariat of this shareholders' meeting based on the H-share shareholder list and power of attorney that have been verified by the H-share transfer office. Wen Guohao Law Firm (Shanghai) Legal Opinion
The case is recognized. The qualifications of A-share shareholders who vote through the Shanghai Stock Exchange's online voting system will have their identities verified by the online voting system provider.
- Other persons attending this shareholders’ meeting
In addition to shareholders and agents, the persons attending this shareholders' meeting include some of the company's directors, board secretaries, other senior managers and lawyers hired by the company.
- The convener of this shareholders’ meeting
The convener of this shareholders' meeting is the company's board of directors.
In summary, our lawyers believe that the qualifications of the persons attending this shareholders' meeting and the qualifications of the convener are legal and valid.
3. Voting procedures and results of this shareholders’ meeting
There were no new temporary proposals at the company's shareholders' meeting, and the proposals listed in the meeting notice were reviewed one by one.
The company's shareholders' meeting will adopt a voting method that combines on-site voting and online voting. After the voting at this shareholders' meeting, the company combined the results of on-site voting and online voting. The voting results showed that all the resolutions reviewed at this shareholders' meeting were effectively passed.
The number of votes passed at the shareholders' meeting was in compliance with the provisions of the Articles of Association, and the voting procedures and results were in compliance with relevant laws, regulations and the provisions of the Articles of Association.
4. Conclusions
To sum up, our lawyers believe that: the convening and convening procedures of this shareholders' meeting comply with the provisions of laws, administrative regulations, "Shareholders' Meeting Rules" and "Articles of Association"; the qualifications of the personnel attending this 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.
There are three original copies of this legal opinion, no copies.
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