Beijing Commerce Law Firm’s Legal Opinion on the Second Extraordinary General Meeting of Shareholders of Shandong Lukang Pharmaceutical Co., Ltd. in 2025
Beijing Commerce Law Firm
Legal Opinion on the Second Extraordinary General Meeting of Shareholders of Shandong Lukang Pharmaceutical Co., Ltd. in 2025
October 2025
Floors 12-14, Tower 2, Guomao Office Building, No. 1 Jianguomenwai Street, Beijing 100004, China
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Beijing Commerce Law Firm
About Shandong Lukang Pharmaceutical Co., Ltd.
Legal Opinion on the Second Extraordinary General Meeting of Shareholders in 2025
To: Shandong Lukang Pharmaceutical Co., Ltd.
In accordance with the Lawyers Law of the People's Republic of China, 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 (hereinafter referred to as the "Shareholders' Meeting Rules") and the Shanghai Stock Exchange Self-Regulatory Guidelines for Listed Companies No. 1 - Standardized Operations (hereinafter referred to as "" "Standardized Operation Guidelines") and other laws, regulations and normative documents as well as the "Articles of Association of Shandong Lukang Pharmaceutical Co., Ltd." (hereinafter referred to as the "Articles of Association"), Beijing Commerce Law Firm (hereinafter referred to as the "Firm") accepts the entrustment of Shandong Lukang Pharmaceutical Co., Ltd. (hereinafter referred to as the "Company", stock code: 600789) to appoint lawyers to participate in the company The second extraordinary shareholders’ meeting in 2025 (hereinafter referred to as the “shareholders’ meeting”) will be held and a legal opinion will be issued on matters related to this shareholders’ meeting.
In order to issue this legal opinion, our lawyers reviewed the documents and materials provided by the company related to this general meeting of shareholders, and also listened to statements and explanations of relevant facts from company personnel. Our firm has obtained the following guarantee from the company, guaranteeing that the documents and information provided by it are true, accurate and complete, without concealment, falsehood or major omissions; all signatures and recorded content on the documents are true and valid; and copies of the documents are consistent with their originals.
The Exchange agrees to regard this legal opinion as a necessary statutory document for the company’s general meeting of shareholders and to submit and announce it together with other documents. Without the written consent of the Exchange, this legal opinion may not be used for any other purpose or use.
In accordance with the recognized business standards, ethics and diligence of the legal industry, our lawyers witnessed this shareholder meeting in accordance with the law and conducted necessary verification and verification of relevant documents and facts. We hereby issue the following legal opinions:
1. Regarding the convening and convening procedures of this shareholders’ meeting
This shareholders' meeting was convened by the company's board of directors. On September 19, 2025, the ninth (extraordinary) meeting of the company's eleventh board of directors reviewed and approved the "Proposal on Convening the Company's Second Extraordinary General Meeting of Shareholders in 2025", and announced the time, location, topics for review, meeting registration and other matters of the general meeting of shareholders on September 20, 2025. The meeting notice was published on the website of the Shanghai Stock Exchange to inform all shareholders.
The voting method of this shareholders' meeting adopts a combination of on-site voting and online voting.
At 2 pm on October 10, 2025, the on-site meeting of this shareholders’ meeting was held as scheduled in the A1115 conference room of the company’s high-tech park. The meeting was chaired by Chairman Mr. Peng Xin.
This shareholders’ meeting adopts the Shanghai Stock Exchange’s online voting system. The voting time through the trading system voting platform is the trading time period on the day the shareholders’ meeting is held, 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 the shareholders’ meeting is held.
The Exchange believes that the convening and convening procedures of the company’s shareholders’ meeting comply with the relevant provisions of the Company Law, the Rules of Shareholders’ Meetings, the Guidelines for Standardized Operations and the Articles of Association; the qualifications of the board of directors as the convener are legal and valid.
2. Qualifications of persons participating in this general meeting of shareholders
According to the notice of this general meeting of shareholders, all shareholders of the company registered with the Shanghai Branch of China Securities Depository and Clearing Co., Ltd. as of the closing time of the Shanghai Stock Exchange on the afternoon of September 29, 2025 are entitled to participate in this general meeting of shareholders. After reasonable verification by our lawyers, a total of 12 shareholders and shareholders' proxies participated in the on-site shareholders' meeting, holding 221,325,924 shares with voting rights, accounting for 24.63% of the company's total 898,669,632 shares. The Exchange believes that the qualifications of the aforementioned shareholders and shareholders’ agents to participate in this shareholders’ meeting are legal and valid.
According to data provided by SSE Information Network Co., Ltd., 1,598 shareholders effectively voted through the online voting system at this general meeting, representing 28,429,124 shares with voting rights, accounting for 3.16% of the company’s total 898,669,632 shares. The qualifications of shareholders voting in the aforementioned online voting system shall be verified by SSE Information Network Co., Ltd.
Other persons participating in this general meeting of shareholders include the company’s directors, supervisors, senior managers and lawyers of the firm. The Exchange believes that these persons are qualified to attend or attend this general meeting of shareholders.
3. Voting procedures and results of this shareholders’ meeting
This general meeting of shareholders considered the following proposals:
- "Proposal on Abolition of the Supervisory Board and Amendment to the Articles of Association"
Voting results: 238,554,065 shares were approved, accounting for 95.5152% of the total shares with voting rights present at the meeting; 10,433,973 shares were opposed, accounting for 4.1776% of the total shares with voting rights present at the meeting; 767,010 shares were abstained, accounting for 0.3072% of the total shares with voting rights present at the meeting.
- "Proposal on Amending, Establishing and Abolition of Partial Governance Systems"
2.1 "Proposal on Amending the Company's Rules of Procedure for Shareholders' Meetings"
Voting results: 238,573,215 shares were approved, accounting for 95.5228% of the total shares with voting rights present at the meeting; 10,373,463 shares were opposed, accounting for 4.1534% of the total shares with voting rights present at the meeting; 808,370 shares were abstained, accounting for 0.3238% of the total shares with voting rights present at the meeting.
2.2 "Proposal on Amending the Company's Rules of Procedure for the Board of Directors"
Voting results: 238,572,645 shares were approved, accounting for 95.5226% of the total shares with voting rights present at the meeting; 10,368,613 shares were opposed, accounting for 4.1515% of the total shares with voting rights present at the meeting; 813,790 shares were abstained, accounting for 0.3259% of the total shares with voting rights present at the meeting.
2.3 "Proposal on Amending the Company's "Independent Director Work System"
Voting results: 238,577,545 shares were approved, accounting for 95.5246% of the total shares with voting rights present at the meeting; 10,363,613 shares were opposed, accounting for 4.1495% of the total shares with voting rights present at the meeting; 813,890 shares were abstained, accounting for 0.3259% of the total shares with voting rights present at the meeting.
2.4 "Proposal on Amending the Company's External Guarantee Management System"
Voting results: 238,442,345 shares were approved, accounting for 95.4704% of the total shares with voting rights present at the meeting; 10,453,113 shares were opposed, accounting for 4.1853% of the total shares with voting rights present at the meeting; 859,590 shares were abstained, accounting for 0.3443% of the total shares with voting rights present at the meeting.
2.5 "Proposal on Amending the Company's Foreign Investment Management System"
Voting results: 238,574,445 shares were approved, accounting for 95.5233% of the total shares with voting rights present at the meeting; 10,417,313 shares were opposed, accounting for 4.1710% of the total shares with voting rights present at the meeting; 763,290 shares were abstained, accounting for 0.3057% of the total shares with voting rights present at the meeting.
2.6 "Proposal on Amending the Company's Management Measures for the Use of Raised Funds"
Voting results: 238,546,045 shares were approved, accounting for 95.5120% of the total shares with voting rights present at the meeting; 10,454,513 shares were opposed, accounting for 4.1859% of the total shares with voting rights present at the meeting; 754,490 shares were abstained, accounting for 0.3021% of the total shares with voting rights present at the meeting.
2.7 "Proposal on Amending the Company's Related Transaction Management System"
Voting results: 238,498,745 shares were approved, accounting for 95.4930% of the total shares with voting rights present at the meeting; 10,406,613 shares were opposed, accounting for 4.1667% of the total shares with voting rights present at the meeting; 849,690 shares were abstained, accounting for 0.3403% of the total shares with voting rights present at the meeting.
This general meeting of shareholders will be conducted through a combination of on-site voting and online voting.
As verified by our lawyers, the proposals considered at this shareholders' meeting are consistent with those listed in the meeting notice. There have been no changes to the matters listed in the meeting notice, and no new proposals have been proposed.
The above-mentioned proposals were voted on one by one by registered voting by shareholders and shareholders' proxies who attended the on-site meeting of shareholders. Among them, Proposal 1 is a special resolution and needs to be passed by more than two-thirds of the total number of shares with valid voting rights held by shareholders attending the shareholders' meeting (including shareholders' proxies). All proposals will be counted and scrutinized in accordance with the procedures stipulated in the "Shareholders' Meeting Rules" and "Articles of Association". Online voting exercises voting rights through the Shanghai Stock Exchange trading system and Internet voting system, and SSE Information Network Co., Ltd. is responsible for counting the voting results. According to the consolidated voting results, the above resolutions considered at this shareholders' meeting were effectively passed.
We believe that the voting procedures of this general meeting of shareholders complied with the relevant provisions of the Company Law, Rules of General Meetings of Shareholders, Guidelines for Standardized Operations and the Articles of Association, and the voting results were legal and valid.
4. Conclusions
In summary, our firm believes that the convening, convening and voting procedures of the company’s shareholders’ meeting are in compliance with the Company Law, the Rules of Shareholders’ Meetings, the Guidelines for Standardized Operations and other laws and regulations as well as the relevant provisions of the Articles of Association. The qualifications of those attending and attending the meeting and the convener of the meeting are legal and valid, and the voting results are legal and valid.
(This page has no text, but is the signature page of "Beijing Commerce Law Firm's Legal Opinion on the Second Extraordinary General Meeting of Shareholders of Shandong Lukang Pharmaceutical Co., Ltd. in 2025")
Beijing Commerce Law Firm (Chapter)
Handling lawyer: ____________________
Pan Xinggao
Handling lawyer: ____________________
Lu Guoliang
Person in charge: ______________ Kong Xin
October 10, 2025