Guoco Law Firm (Shanghai) Legal Opinion on the Implementation of the Repurchase and Cancellation of Part of the Restricted Stocks of the Second Phase Restricted Stock Incentive Plan of China Resources Jiangzhong Pharmaceutical Co., Ltd.
Guoco Law Firm (Shanghai)
About
Implementation of the repurchase and cancellation of some restricted shares of the second phase of the restricted stock incentive plan of China Resources Jiangzhong Pharmaceutical Co., Ltd.
legal opinion
Floor MT25-28, Suhewan Center, No. 99 Shanxi North Road, Jing'an District, Shanghai Postcode: 200085 25-28/F, Suhe Centre, 99 North Shanxi Road, Jing'an District, Shanghai, China T. +86 21 52341668 F. +86 21 52341670
E. [email protected] W. www.grandall.com.cn
July 2026
Guoco Law Firm (Shanghai) Legal Opinion
Directory
Definition ................................................................................................................................................ 2
Section 1 Lawyer’s Statement .................................................................................................. 4
Section 2 Text ........................................................................................................................ 5
Approval and authorization of this repurchase and cancellation ............................................................. 5
Specific circumstances of this repurchase and cancellation ............................................................................. 6
Concluding Opinions ............................................................................................................ 7 Guoco Law Firm (Shanghai) Legal Opinion
Definition
Unless otherwise specified, the following words have the following meanings in this article:
China Resources Jiangzhong, Company refers to China Resources Jiangzhong Pharmaceutical Co., Ltd.
This incentive plan, this incentive plan
Refers to the second phase of the company’s restricted stock incentive plan
plan, incentive plan
The company's repurchase and cancellation refers to the repurchase and cancellation of some incentive objects that have been granted but have not yet been released from sale restrictions.
Mandatory stock matters
“Incentive Plan” refers to the “Company’s Second Phase Restricted Stock Incentive Plan”
The company grants incentive targets a certain number of company stocks based on the conditions and prices stipulated in this incentive plan. These stocks are subject to a certain sales restriction period. Restricted stocks refer to
Only after the conditions for lifting sales restrictions stipulated in this incentive plan are met, the sales restrictions can be lifted.
In accordance with the provisions of this incentive plan, the relevant incentive objects that can obtain this restricted stock refer to
elephant
The incentive object award price determined when the company grants restricted stocks to incentive objects refers to
Get price for company shares
After the incentive plan is approved for implementation, the company will grant restricted shares to the incentive objects. The grant date refers to
The date on which the tickets and incentive objects subscribed for restricted stocks.
"Guoco Law Firm (Shanghai) Legal Opinion on China Resources Jiangzhong Pharmaceutical Co., Ltd. refers to the legal opinion on the implementation of the repurchase and cancellation of part of the restricted stock in the second phase of the company's restricted stock incentive plan"
"Company Law" means "Company Law of the People's Republic of China"
“Securities Law” refers to the “Securities Law of the People’s Republic of China”
"Administrative Measures" refers to the "Administrative Measures for Equity Incentives of Listed Companies"
"Articles of Association" means "Articles of Association of China Resources Jiangzhong Pharmaceutical Co., Ltd."
State-owned Assets Supervision and Administration Commission of the State Council refers to the State-owned Assets Supervision and Administration Commission of the State Council of the People's Republic of China
China Securities Regulatory Commission refers to China Securities Regulatory Commission
Shanghai Stock Exchange, Stock Exchange refers to Shanghai Stock Exchange
If there is any difference in the mantissa between some totals in this legal opinion and the direct sum of each detail, it is due to rounding.
Guoco Law Firm (Shanghai) Legal Opinion
Guoco Law Firm (Shanghai)
About China Resources Jiangzhong Pharmaceutical Co., Ltd.
Implementation of the repurchase and cancellation of some restricted shares in the second phase of the restricted stock incentive plan
legal opinion
To: China Resources Jiangzhong Pharmaceutical Co., Ltd.
Guoco Law Firm (Shanghai) (hereinafter referred to as the "firm") was entrusted by China Resources Jiangzhong Pharmaceutical Co., Ltd. (hereinafter referred to as "China Resources Jiangzhong" or the "Company") as its special legal advisor for the implementation of the restricted stock incentive plan.
In accordance with the relevant provisions of 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 "Measures for the Administration of Equity Incentives of Listed Companies" (hereinafter referred to as the "Management Measures") and other laws, regulations and normative documents, the lawyers of our firm engage in securities law In accordance with the requirements of the "Business Management Measures" (hereinafter referred to as the "Practice Measures") and the "Law Firms' Securities Legal Business Practice Rules (Trial)" (hereinafter referred to as the "Practice Rules"), in accordance with the recognized business standards, ethics and diligence of the lawyer industry, based on facts and based on the law, the verification work is carried out and this legal opinion is issued.
Guoco Law Firm (Shanghai) Legal Opinion
Section 1 Lawyer’s Statement
Regarding the issuance of this legal opinion, our lawyers make the following statement:
In accordance with the provisions of the Securities Law, the Practice Measures and the Practice Rules 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, 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, without false records, misleading statements or major omissions, and bear corresponding legal responsibilities.
The Exchange agrees to regard this legal opinion as one of the necessary statutory documents for the company to implement this incentive plan, submit it to the Shanghai Stock Exchange together with other materials for public disclosure, and assume corresponding legal responsibilities in accordance with the law.
China Resources Jiangzhong guarantees that it has provided the lawyers of our firm with authentic, complete and valid original written materials, copies of materials or oral testimony necessary for the issuance of this legal opinion, and that there are no concealments, falsehoods or major omissions. If the documents and materials are copies or photocopies, they are consistent and consistent with the originals. The lawyers of our firm have issued this legal opinion based on the company's above guarantee.
For facts that are crucial to this legal opinion but cannot be supported by independent evidence, our lawyers rely on supporting documents issued by relevant government departments, companies or other relevant units to issue this legal opinion.
The firm only issues legal opinions on legal issues related to this incentive plan, and does not express opinions on the rationality of the underlying stock value, assessment standards and other issues involved in this incentive plan, as well as accounting, auditing, financial and other non-legal professional matters. When quoting relevant financial data or conclusions in this legal opinion, the Firm has fulfilled its ordinary duty of care, but such quotations do not constitute any express or implied guarantee by the Firm as to the authenticity and accuracy of these data and conclusions.
Our lawyers have not authorized any organization or individual to make any interpretation or explanation of this legal opinion.
This legal opinion is only for the purpose of implementing this incentive plan by China Resources Jiangzhong and may not be used for any other purpose without the written consent of the firm.
Guoco Law Firm (Shanghai) Legal Opinion
Section 2 Text
1. Approval and authorization of this repurchase and cancellation
On January 2, 2024, the company held the 17th meeting of the 9th board of directors and the 14th meeting of the 9th board of supervisors, and reviewed and approved the "About the Company's Second Restricted Stock Incentive Plan (Draft)" and its summary and other relevant proposals.
On December 31, 2024, the company held the second meeting of the 10th Board of Directors and the second meeting of the 10th Board of Supervisors, and reviewed and approved the "About the Company's Second Restricted Stock Incentive Plan (Revised Draft)" and its summary and other related proposals.
On April 24, 2025, the company disclosed the "Announcement on the Approval of the Second Phase Restricted Stock Incentive Plan".
On April 24, 2025, the company held the fourth meeting of the tenth board of directors and the fourth meeting of the tenth board of supervisors, and reviewed and approved the "About the Company's Second Restricted Stock Incentive Plan (Second Revision of the Draft)" and its summary and other relevant proposals. The company disclosed the "Self-examination Report on the Insider's Purchase and Sale of Company Stocks in the Second Phase of the Restricted Stock Incentive Plan."
On May 10, 2025, the company disclosed the "Explanation and Verification Opinions of the Company's Board of Supervisors on the List of Incentive Objects Granted to the Company's Second Phase Restricted Stock Incentive Plan". The company publicized the names and positions of the incentive objects within the company from April 29, 2025 to May 8, 2025. During the publicity period, no organization or individual raised any objection to the list of incentive targets.
On May 16, 2025, the company held the 2024 Annual Shareholders Meeting and reviewed and approved the relevant proposals for this incentive plan.
On May 16, 2025, the company held the fifth meeting of the 10th Board of Directors and the 5th meeting of the 10th Board of Supervisors, and reviewed and approved the "Proposal on the First Grant of Restricted Stocks to Incentive Objects under the Second Phase of Jiangzhong Pharmaceutical's Restricted Stock Incentive Plan." The company's Board of Supervisors and Remuneration and Assessment Committee verified the list of incentive targets granted for the first time in this incentive plan and issued verification opinions.
On June 10, 2025, the company disclosed the "Announcement on the Results of the First Grant of the Second Phase of the Restricted Stock Incentive Plan", and the company completed the first grant registration on June 6, 2025.
Guoco Law Firm (Shanghai) Legal Opinion
The company will publicize the names and positions of the reserved incentive recipients within the company from January 22, 2026 to January 31, 2026. During the publicity period, no organization or individual raised any objection to the list of incentive targets.
On February 3, 2026, the company held the 12th meeting of the 10th board of directors, and reviewed and approved the "Proposal on Granting Reserved Restricted Stocks to Incentive Objects of the Company's Second Phase Restricted Stock Incentive Plan". The Company's Remuneration and Assessment Committee verified the list of incentive recipients reserved for this incentive plan and the publicity of the list and issued verification opinions.
On February 14, 2026, the company disclosed the "Announcement on the Result of the Reserved Grant of the Second Phase of the Restricted Stock Incentive Plan", and the company completed the registration of the reserved grant on February 12, 2026.
On May 15, 2026, the company held the 15th meeting of the 10th board of directors, and reviewed and approved the "Proposal on the Repurchase and Cancellation of Restricted Stocks that have been granted to some incentive targets but have not yet been released from sales restrictions".
The company issued the "Announcement of China Resources Jiangzhong Pharmaceutical Co., Ltd. on Notifying Creditors of the Repurchase and Cancellation of Certain Restricted Stocks" on May 16, 2026. As of the date of issuance of this legal opinion, the 45-day publicity period for the aforementioned announcement has expired. According to the company's confirmation, within 45 days after the disclosure of the aforementioned announcement, the company did not receive any request from creditors requiring the company to pay off debts or provide corresponding guarantees.
To sum up, our lawyers believe that as of the date of issuance of this legal opinion, the company has fulfilled the necessary legal procedures at this stage for the implementation of this repurchase and cancellation, and is in compliance with the provisions of relevant laws, regulations and normative documents such as the "Administrative Measures". The company still needs to continue to perform follow-up procedures in accordance with the subsequent progress and the requirements of relevant laws, regulations and normative documents such as the "Administration Measures".
2. Specific circumstances of this repurchase and cancellation
(1) Reasons for cancellation of this repurchase
In view that one incentive target no longer meets the incentive conditions due to resignation, in accordance with the relevant provisions of the "Notice on Issuing the Guidelines for the Implementation of Equity Incentives for Listed Companies Controlled by Central Enterprises" (Guozi Kaofen [2020] No. 178), the "Management Measures" and the "Incentive Plan", the company plans to repurchase and cancel the restricted stocks that have been granted but have not yet been released.
(2) The quantity canceled during this repurchase
This repurchase and cancellation of restricted stocks involves 1 incentive target, and the total planned repurchase and cancellation of restricted stocks is Guoco Law Firm (Shanghai) Legal Opinion
25,000 shares.
(3) The price of this repurchase and cancellation
According to the provisions of Article 2 of Chapter 15 of the "Incentive Plan": "If the company repurchases and cancels restricted stocks in accordance with the provisions of this incentive plan, unless otherwise agreed in this incentive plan, the repurchase price shall be the grant price, except that the repurchase price needs to be adjusted according to this incentive plan."
The grant price of the restricted stocks granted to the above incentive objects is 13.70 yuan/share. After the restricted shares were granted, the company did not need to adjust the repurchase price. Therefore, the repurchase price of the restricted shares was 13.70 yuan/share. The company plans to repurchase and cancel a total of 25,000 restricted stocks that have been granted to the above incentive targets but have not been released from sale, and the total repurchase price is 342,500 yuan.
(4) Source of funds for this repurchase
According to the relevant documents provided by the company, the total repurchase price payable by the company for this repurchase is 342,500 yuan. The repurchase funds come from the company's own funds. This repurchase and cancellation will not have a significant impact on the company's financial status and operating performance, and will not affect the continued implementation of this restricted stock incentive plan.
(5) Arrangements for repurchase and cancellation
According to the company's confirmation, the company has opened a special repurchase account at the Shanghai Branch of China Securities Depository and Clearing Co., Ltd. and submitted an application for cancellation of this repurchase. It is expected that the restricted stocks to be repurchased and canceled will be canceled on July 16, 2026. The company will subsequently handle relevant industrial and commercial change registration procedures in accordance with the law.
3. Conclusions
To sum up, our lawyers believe that as of the date of issuance of this legal opinion, the company has fulfilled the necessary approvals and authorizations at this stage for the implementation of this repurchase and cancellation. The reasons, quantities, prices, sources of funds and cancellation arrangements for this repurchase and cancellation are in compliance with the relevant laws, regulations, normative documents such as the Company Law, Securities Law, and Management Measures, the Articles of Association, and the relevant provisions of this incentive plan. The company's repurchase and cancellation still needs to disclose information in accordance with the "Administrative Measures", the "Company Law" and other relevant regulations, and go through the industrial and commercial change registration procedures related to the reduction of registered capital.
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