Beijing Deheng (Shenzhen) Law Firm’s legal opinion on the 2025 Annual Shareholders Meeting of Joincare Pharmaceutical Group Co., Ltd.
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Beijing Deheng (Shenzhen) Law Firm’s Notice on the 2025 Annual Shareholders Meeting of Joincare Pharmaceutical Group Co., Ltd.
legal advice
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Beijing Deheng (Shenzhen) Law Firm
About Joincare Pharmaceutical Group Co., Ltd.
2025 Annual Shareholders Meeting
legal advice
Deheng No. 06F20240039-027
To: Joincare Pharmaceutical Group Co., Ltd.
The 2025 Annual Shareholders' Meeting (hereinafter referred to as the "Meeting") of Joincare Pharmaceutical Group Co., Ltd. (hereinafter referred to as the "Company") will be held on June 1, 2026 (Monday). Beijing Deheng (Shenzhen) Law Firm (hereinafter referred to as "Deheng" or "the Firm") was entrusted by the company and appointed lawyers Huang Lina and Huangfu Tianzhi (hereinafter referred to as "the Firm's lawyers") to attend this meeting. In accordance with the Securities Law of the People's Republic of China (hereinafter referred to as the "Securities Law"), the Company Law of the People's Republic of China (hereinafter referred to as the "Company Law"), the China Securities Regulatory Commission's Rules of Shareholders' Meetings of Listed Companies (hereinafter referred to as the "Shareholders' Meeting Rules") and other laws, administrative regulations, and ministries In accordance with the provisions of the department rules, normative documents and the Articles of Association of Joincare Pharmaceutical Group Co., Ltd. (hereinafter referred to as the "Articles of Association"), our lawyers witnessed the convening and convening procedures of this meeting, the qualifications of those attending the meeting on site, the voting procedures, the voting results and other related matters, and issued legal opinions.
In order to issue this legal opinion, our lawyers attended this meeting and reviewed the following documents provided by the company, including but not limited to:
(1) Articles of Association;
(2) "Announcement on the Resolutions of the 17th Meeting of the 9th Board of Directors of Joincare Pharmaceutical Group Co., Ltd.";
(3) "Announcement on the Resolutions of the 18th Meeting of the 9th Board of Directors of Joincare Pharmaceutical Group Co., Ltd.";
(4) The "Notice of Joincare Pharmaceutical Group Co., Ltd. on Convening the 2025 Annual Shareholders Meeting" published by the company on April 25, 2026 in China Securities Journal, Shanghai Securities News, Securities Times, Securities Daily and the Shanghai Stock Exchange website (http://www.sse.com.cn) (hereinafter referred to as Beijing Deheng (Shenzhen) Law Firm About Joincare Yuan Pharmaceutical Group Co., Ltd.
Legal Opinion on the 2025 Annual Shareholders’ Meeting “Notice of Shareholders’ Meeting”);
(5) Registration records and voucher materials of shareholders attending the company’s meeting on site;
(6) Documentary information on the company’s shareholder voting status at this meeting;
(7) Other meeting documents for this meeting.
The lawyers of our firm have obtained the following guarantee: the company has provided the materials that our lawyers believe are necessary to issue this legal opinion. The original materials, copies, photocopies and other materials, and oral testimony provided are all true, accurate and complete, and the relevant copies, photocopies and other materials are consistent with the original materials.
In this legal opinion, in accordance with the "Shareholders' Meeting Rules" and the company's requirements, our lawyers only express opinions on whether the company's convening and convening procedures of this meeting comply with relevant laws, administrative regulations, "Articles of Association" and "Shareholders' Meeting Rules", whether the qualifications of the people attending the meeting and the qualifications of the convener are legal and valid, and whether the voting procedures and voting results of the meeting are legal and valid. They do not express opinions on the content of the motions reviewed at this meeting and the authenticity and accuracy of the facts or data expressed in these motions.
Deheng and our lawyers act in accordance with the "Securities Law" and "Measures for the Administration of Law Firms Engaging in Securities Legal Business" The "Law Firm's Securities Legal Business Practice Rules (Trial)" and other provisions as well as the facts that have occurred or existed before the date of issuance of this legal opinion have strictly performed 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, and there are no false records, misleading statements, or major omissions, and they are willing to assume corresponding legal responsibilities.
This legal opinion is only for the purpose of witnessing the legality of matters related to this meeting of the company and shall not be used for any other purpose.
In accordance with the requirements of relevant laws and regulations, and in accordance with the recognized business standards, ethics and spirit of diligence and responsibility in the lawyer industry, our lawyers issued the following legal opinions on the convening of this meeting of the company and the relevant legal issues:
1. Regarding the convening and convening procedures of this meeting
(1) Convening of this meeting
- According to the resolution of the 18th meeting of the company’s ninth board of directors held on April 24, 2026, the company’s directors Beijing Deheng (Shenzhen) Law Firm About Joincare Pharmaceutical Group Co., Ltd.
Legal Opinions for the 2025 Annual Shareholders' Meeting The Board of Directors reviewed and approved the "Proposal on Convening the Company's 2025 Annual Shareholders' Meeting."
The company published the "Notice of Shareholders Meeting" on April 25, 2026 in "China Securities Journal", "Shanghai Securities News", "Securities Times", "Securities Daily" and the Shanghai Stock Exchange website (www.sse.com.cn). The interval between the announcement date of the notice of this meeting and the date of this meeting has reached 20 days, and the interval between the equity registration date (May 21, 2026) and the date of the meeting shall not be more than 7 working days.
The aforementioned announcement lists the convener of the meeting, time and method of convening, attendees, location of the meeting, meeting registration method, meeting contact person and contact information, etc., and fully and completely discloses the specific content of all proposals.
(2) Convening of this meeting
- This meeting adopts a combination of on-site voting and online voting.
This on-site meeting will be held as scheduled at 14:00 on June 1, 2026 (Monday) in the conference room No. 2 of the Joincare Yuan Pharmaceutical Group Building, No. 17 Langshan Road, North District, Nanshan District, Shenzhen City. The actual time, place and method of this meeting were consistent with the time, place and method notified in the "Notice of Shareholders Meeting".
The online voting time is June 1, 2026. Among them, the specific time for online voting through the Shanghai Stock Exchange trading system is: June 1, 2026 9:15-9:25, 9:30-11:30, 13:00-15:00; the voting time through the Internet voting platform is June 1, 2026 9:15-15:00.
Recommended by more than half of the directors, this meeting was chaired by Director Lin Nanqi. The proposals listed in the "Notice of Shareholders Meeting" were reviewed at this meeting. Board staff recorded the meeting on the spot. The minutes of the meeting shall be signed by the meeting host, directors, etc. who attended the meeting.
There will be no voting on matters not listed in the notice convening this meeting at this meeting.
Lawyers from our firm believe that the actual time, location, and content of the company’s meeting are consistent with the notice and the “Announcement of Temporary Proposals”. The convening and convening procedures of this meeting are in compliance with the relevant provisions of the “Company Law”, “Shareholders’ Meeting Rules” and other laws, administrative regulations, normative documents, and the “Articles of Association”.
2. Qualifications of persons attending this meeting and meeting convener
(1) A total of 673 shareholders and shareholders’ authorized agents attended the on-site meeting and online voting, representing 940,648,331 shares with voting rights, accounting for 51.4169% of the company’s total voting shares. Among them: Beijing Deheng (Shenzhen) Law Firm’s legal opinion on the 2025 Annual Shareholders Meeting of Joincare Pharmaceutical Group Co., Ltd.
According to the business licenses or resident ID cards, securities account cards, power of attorney and other relevant documents of the shareholders who attended the on-site meeting, a total of 12 shareholders and shareholder proxies attended the on-site meeting, representing 911,076,743 shares with voting rights, accounting for 49.8005% of the company's total voting shares.
The aforementioned shareholder qualifications for voting through the online voting system shall be certified by the Shanghai Stock Exchange trading system and Internet voting system.
(2) Directors, senior managers and other personnel participating in on-site meetings
All directors and the secretary of the board of directors of the company attended the shareholders' meeting, and other senior management personnel and lawyers of the firm attended the shareholders' meeting. All these personnel have the legal qualifications to attend the meeting.
(3) This meeting was convened by the company's board of directors, and its qualifications as the convener of this meeting are legal and valid.
Our lawyers believe that the qualifications of the persons attending this meeting and the convener of this meeting are legal and valid, and comply with the relevant provisions of the Company Law, the Rules of Shareholders' Meetings and other laws, administrative regulations, normative documents, and the Articles of Association.
3. Shareholder qualifications and proposal procedures for proposing temporary proposals at this meeting
As witnessed by the lawyers of our firm, no shareholders proposed any temporary proposals at this meeting.
4. Voting procedures for this meeting
(1) This meeting adopted on-site voting and online voting to vote on the resolutions of this meeting. As witnessed by our lawyers on-site, the proposals reviewed by the company at this meeting were consistent with the matters listed in the Notice of Shareholders Meeting, and no modifications to the notified proposals occurred at the meeting.
(2) In accordance with the provisions of the Company Law, Rules of Shareholders Meeting and other relevant laws, administrative regulations, normative documents, and the Articles of Association, two shareholder representatives, lawyers and staff of the firm will be responsible for counting and supervising the votes at this meeting.
(3) After the voting at this meeting, the company consolidated and summarized the voting results of this meeting, and the host of the meeting announced the voting results at the meeting site. Among them, the company separately counts the votes of small and medium-sized investors on relevant proposals and discloses the voting results separately.
Our lawyers believe that the company’s voting procedures at this meeting comply with the relevant provisions of the Company Law, Rules of Shareholders’ Meetings and other laws, administrative regulations, normative documents, and the Articles of Association. Beijing Deheng (Shenzhen) Law Firm About Joincare Yuan Pharmaceutical Group Co., Ltd.
The legal opinions of the 2025 Annual Shareholders Meeting are legally valid.
5. Voting results of this meeting
Combining the voting results of the on-site meeting and the online voting results of this meeting, the voting results of this meeting are:
- Consider the "2025 Board of Directors Work Report" by ordinary resolution
938,610,161 shares were approved, accounting for 99.7833% of the total number of valid voting shares held by shareholders and shareholders' proxies who attended the meeting and had the right to vote on the proposal; 1,742,430 shares were opposed, accounting for 0.1852% of the number of valid voting shares of such shareholders; 295,740 shares were abstained, accounting for 0.0315% of the number of valid voting shares of such shareholders. According to the voting results, the motion was passed.
- Consider the "2025 Financial Final Account Report" by ordinary resolution
938,612,946 shares were approved, accounting for 99.7836% of the total number of valid voting shares held by shareholders and shareholders' proxies who attended the meeting and had the right to vote on the proposal; 1,737,330 shares were opposed, accounting for 0.1846% of the number of valid voting shares of such shareholders; 298,055 shares were abstained, accounting for 0.0318% of the number of valid voting shares of such shareholders.
Among them, the voting results of small and medium-sized investors were: 42,959,293 shares were approved, accounting for 95.4763% of the number of shares with valid voting rights held by small and medium-sized shareholders and shareholders’ agents present at the meeting; 1,737,330 shares were opposed. , accounting for 3.8611% of the number of shares with valid voting rights of small and medium-sized shareholders and shareholders' proxies present at the meeting; 298,055 shares abstained, accounting for 0.6626% of the number of shares with valid voting rights of small and medium-sized shareholders and shareholders' proxies present at the meeting.
According to the voting results, the motion was passed.
- Review the "2025 Profit Distribution Plan" by ordinary resolution
938,673,406 shares were approved, accounting for 99.7900% of the total number of valid voting shares held by shareholders and shareholders' proxies who attended the meeting and had the right to vote on the proposal; 1,780,730 shares were opposed, accounting for 0.1893% of the number of valid voting shares of such shareholders; 194,195 shares were abstained, accounting for 0.0207% of the number of valid voting shares of such shareholders.
Among them, the voting results of small and medium-sized investors were: 43,019,753 shares were approved, accounting for 95.6107% of the number of shares with valid voting rights held by small and medium-sized shareholders and shareholders’ agents present at the meeting; 1,780,730 shares were opposed. , accounting for 3.9576% of the number of shares with valid voting rights of minority shareholders and shareholders' proxies present at the meeting; 194,195 shares abstained, accounting for 0.4317% of the number of shares with valid voting rights of minority shareholders and shareholders' proxies present at the meeting.
Beijing Deheng (Shenzhen) Law Firm's legal opinion on the 2025 Annual Shareholders Meeting of Joincare Pharmaceutical Group Co., Ltd. According to the voting results, the motion was passed.
- Consider the "Proposal on the Company's Credit Financing and Provision of Financing Guarantees for Subsidiaries" with a special resolution
932,824,230 shares were approved, accounting for 99.1682% of the total number of valid voting shares held by shareholders and shareholders' proxies who attended the meeting and had the right to vote on the proposal; 7,574,297 shares were opposed, accounting for 0.8052% of the number of valid voting shares of such shareholders; 249,804 shares were abstained, accounting for 0.0266% of the number of valid voting shares of such shareholders.
Among them, the voting results of small and medium-sized investors were: 37,170,577 shares were approved, accounting for 82.6110% of the number of shares with valid voting rights held by small and medium-sized shareholders and shareholders’ agents present at the meeting; 7,574,297 shares were opposed. , accounting for 16.8337% of the number of shares with valid voting rights of minority shareholders and shareholders' proxies present at the meeting; 249,804 shares abstained, accounting for 0.5553% of the number of shares with valid voting rights of minority shareholders and shareholders' proxies present at the meeting.
According to the voting results, the motion was passed.
- Consider the "Proposal on Adjusting the Use of Idle Own Funds for Entrusted Financial Management" by ordinary resolution
928,407,990 shares were approved, accounting for 98.6987% of the total number of valid voting shares held by shareholders and shareholders' proxies who attended the meeting and had the right to vote on the proposal; 12,000,937 shares were opposed, accounting for 1.2758% of the number of valid voting shares of such shareholders; 239,404 shares were abstained, accounting for 0.0255% of the number of valid voting shares of such shareholders. According to the voting results, the motion was passed.
- Consider the "Proposal on the 2026 Remuneration (Allowance) Plan for the Company's Directors" by ordinary resolution
42,352,365 shares were approved, accounting for 94.1274% of the total number of valid voting shares held by shareholders and shareholders' proxies who attended the meeting and had the right to vote on the proposal; 2,352,718 shares were opposed, accounting for 5.2288% of the number of valid voting shares of such shareholders; 289,595 shares were abstained, accounting for 0.6438% of the number of valid voting shares of such shareholders.
Among them, the voting results of small and medium-sized investors were: 42,352,365 shares were approved, accounting for 94.1274% of the number of shares with valid voting rights held by small and medium-sized shareholders and shareholders' proxies attending the meeting; 2,352,718 shares were opposed, accounting for 5.2288% of the number of shares with valid voting rights held by small and medium-sized shareholders and shareholders' proxies present at the meeting; 289,595 abstentions shares, accounting for 0.6438% of the number of shares with valid voting rights for minority shareholders and shareholder proxies present at the meeting.
According to the voting results, the motion was passed.
Beijing Deheng (Shenzhen) Law Firm’s legal opinion on the 2025 Annual Shareholders Meeting of Joincare Pharmaceutical Group Co., Ltd.
- Consider the "Proposal on Amending the Remuneration and Performance Appraisal Management System for Directors and Senior Management of Joincare Pharmaceutical Group Co., Ltd." by ordinary resolution.
938,127,562 shares were approved, accounting for 99.7320% of the total number of valid voting shares held by shareholders and shareholders' proxies who attended the meeting and had the right to vote on the proposal; 2,255,574 shares were opposed, accounting for 0.2397% of the number of valid voting shares of such shareholders; 265,195 shares were abstained, accounting for 0.0283% of the number of valid voting shares of such shareholders.
According to the voting results, the motion was passed.
- Consider the "Proposal on Re-appointment of Grant Thornton Certified Public Accountants LLP (Special General Partnership) as the Accounting Firm for the Annual Audit in 2026" by ordinary resolution
928,372,047 shares were approved, accounting for 98.6949% of the total number of valid voting shares held by shareholders and shareholders' proxies who attended the meeting and had the right to vote on the proposal; 12,035,589 shares were opposed, accounting for 1.2794% of the number of valid voting shares of such shareholders; 240,695 shares were abstained, accounting for 0.0257% of the number of valid voting shares of such shareholders.
Among them, the voting results of small and medium-sized investors were as follows: 32,718,394 shares were approved, accounting for 72.7161% of the number of shares with valid voting rights held by small and medium-sized shareholders and shareholders’ agents present at the meeting; 12,035,589 shares were opposed. , accounting for 26.7489% of the number of shares with valid voting rights of small and medium-sized shareholders and shareholders' proxies present at the meeting; 240,695 shares abstained, accounting for 0.5350% of the number of shares with valid voting rights of small and medium-sized shareholders and shareholders' proxies present at the meeting.
According to the voting results, the motion was passed.
- Consider the "Proposal on Amending Some Articles of the Articles of Association" with a special resolution
938,677,162 shares were approved, accounting for 99.7904% of the total number of valid voting shares held by shareholders and shareholders' proxies who attended the meeting and had the right to vote on the proposal; 1,680,250 shares were opposed, accounting for 0.1786% of the number of valid voting shares of such shareholders; 290,919 shares were abstained, accounting for 0.0310% of the number of valid voting shares of such shareholders.
Among them, the voting results of small and medium-sized investors were: 43,023,509 shares were approved, accounting for 95.6191% of the number of shares with valid voting rights held by small and medium-sized shareholders and shareholders’ agents present at the meeting; 1,680,250 shares were opposed. , accounting for 3.7343% of the number of shares with valid voting rights of minority shareholders and shareholders' proxies present at the meeting; 290,919 shares abstained, accounting for 0.6466% of the number of shares with valid voting rights of minority shareholders and shareholders' proxies present at the meeting.
According to the voting results, the motion was passed.
Our lawyers believe that the voting results of this meeting are in compliance with the Company Law, the Rules of Shareholders Meeting and other laws, Beijing Deheng (Shenzhen) Law Firm About Joincare Pharmaceutical Group Co., Ltd.
The legal opinions, administrative regulations, normative documents and relevant provisions of the "Articles of Association" of the 2025 annual shareholders' meeting, the voting results are legal and valid. The sum of the relevant data total and each sub-item value does not equal 100% due to rounding.
6. Conclusions
In summary, our lawyers believe that the convening and convening procedures of the company's meeting, the persons attending the meeting on site and the subject qualifications of the convener of this meeting, the voting procedures and voting results of this meeting are all in compliance with the relevant provisions of the "Company Law", "Securities Law", "Shareholders' Meeting Rules" and other laws, administrative regulations, normative documents and the "Articles of Association", and the resolution passed at this meeting is legal and valid.
The lawyers of our firm agree that this legal opinion shall be announced as a legal document for the resolution of the company's current meeting together with other information disclosure materials.
This legal opinion is made in triplicate and will take effect after it is stamped by the firm and signed by the person in charge of the firm and the witnessing lawyer.
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Beijing Deheng (Shenzhen) Law Firm About Joincare Pharmaceutical Group Co., Ltd.
Legal Opinion on the 2025 Annual Shareholders' Meeting (This page is the signature page of "Beijing Deheng (Shenzhen) Law Firm's Legal Opinion on the 2025 Annual Shareholders' Meeting of Joincare Pharmaceutical Group Co., Ltd.")
Beijing Deheng (Shenzhen) Law Firm
Person in charge:_______________Xiao Huanghe
Witnessing lawyer: _______________ Huangfu Tianzhi
Witnessing lawyer: _______________ Huang Lina
June 1, 2026