/Legal Opinion from Beijing King & Wood Mallesons Shanghai Branch on the Second Extraordinary General Meeting of Shareholders of Shaanxi Kanghui Pharmaceutical Co., Ltd. in 2025

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Legal Opinion from Beijing King & Wood Mallesons Shanghai Branch on the Second Extraordinary General Meeting of Shareholders of Shaanxi Kanghui Pharmaceutical Co., Ltd. in 2025

Shanghai Stock Exchange

2025/09/05

About Beijing King & Wood Mallesons Shanghai Branch

Shaanxi Kanghui Pharmaceutical Co., Ltd. 2025 Second Extraordinary General Meeting of Shareholders

legal opinion

To: Shaanxi Kanghui Pharmaceutical Co., Ltd.

Beijing King & Wood Mallesons Shanghai Branch (hereinafter referred to as the "firm") accepted the entrustment of Shaanxi Kanghui Pharmaceutical Co., Ltd. (hereinafter referred to as the company), 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"), China Securities Regulatory Commission's Rules of Shareholders' Meetings of Listed Companies (hereinafter referred to as the "Shareholders' Meeting Rules"), etc. Within the territory of the People's Republic of China (hereinafter referred to as the territory of China, for the purpose of this legal opinion, excluding the Hong Kong Special Administrative Region of China, the Macao Special Administrative Region of China and Taiwan Province of China) currently valid laws, administrative regulations, rules and normative documents and the relevant provisions of the currently valid "Articles of Association of Shaanxi Kanghui Pharmaceutical Co., Ltd." (hereinafter referred to as the "Articles of Association"), assign a lawyer to attend and witness the company's 2025 The second extraordinary shareholders' meeting of 2025 will be held on September 4, 2025 (hereinafter referred to as the shareholders' meeting), and this legal opinion is issued on matters related to this shareholders' meeting.

In order to issue this legal opinion, our lawyers reviewed the following documents provided by the company, including but not limited to:

The Articles of Association reviewed and approved by the company’s 2021 Annual General Meeting of Shareholders;
The company's "Announcement on the Resolution of the 18th Meeting of the Fifth Board of Directors of Shaanxi Kanghui Pharmaceutical Co., Ltd." published on cninfo.com, "China Securities Journal", "Shanghai Securities News", "Securities Times", "Securities Daily" and the Shanghai Stock Exchange (hereinafter referred to as the Shanghai Stock Exchange) website on August 20, 2025;
The company was published on cninfo.com, "China Securities News" and "Shanghai Securities News" on August 20, 2025

"Securities Times", "Securities Daily" and "Shaanxi Kanghui Pharmaceutical Co., Ltd." on the Shanghai Stock Exchange website

Notice on Convening the Second Extraordinary General Meeting of Shareholders in 2025 (hereinafter referred to as the "Notice of the Shareholders Meeting");

The company’s shareholder list on the equity registration date of this shareholders’ meeting;
Registration records and voucher information of shareholders who attended the on-site meeting;
The statistical results of the online voting of this shareholders’ meeting provided by SSE Information Network Co., Ltd.;
The resolutions of the company’s general meeting of shareholders and announcements and other documents involving relevant resolutions;
Other meeting documents.

The Company has guaranteed to the Firm that it has disclosed to the Firm all facts that may affect the issuance of this legal opinion and provided the original written materials, duplicate materials, copied materials, commitment letters or certifications required by the Firm for the issuance of this legal opinion, and that there are no concealed records, false statements or major omissions; the documents and materials provided by the Company to the Firm are true, accurate, complete and effective, and if the documents and materials are copies or photocopies, they are consistent and consistent with the originals.

In this legal opinion, the Firm only expresses its opinion on the convening and convening procedures of this shareholders’ meeting, the qualifications of the personnel attending this shareholders’ meeting and the qualifications of the convener, the voting procedures, and whether the voting results comply with the provisions of relevant laws, administrative regulations, the “Shareholders’ Meeting Rules” and the “Articles of Association”. It does not express its opinion on the content of the proposals considered by this shareholders’ meeting and the authenticity and accuracy of the facts or data expressed in such proposals. Our firm only expresses opinions based on the currently effective laws and regulations within China and does not express opinions based on any laws outside China.

Based on the relevant provisions of the above-mentioned laws, administrative regulations, rules and normative documents and the Articles of Association, as well as the facts that have occurred or existed before the date of issuance of this legal opinion, the Firm has strictly performed its statutory duties, followed the principles of diligence and good faith, and treated the shareholders of the company this time The relevant matters of the conference have been fully verified and verified to ensure that the facts identified in this legal opinion are true, accurate, and complete, and the concluding opinions expressed in this legal opinion are legal and accurate, and there are no false records, misleading statements, or major omissions, and corresponding legal responsibilities shall be assumed.

The Exchange agrees to use this legal opinion as the announcement material for this general meeting of shareholders, and submit it together with other meeting documents to the relevant institutions for announcement. Otherwise, this legal opinion may not be used by any other person for any other purpose without the consent of the Firm.

In accordance with the requirements of relevant laws and regulations, and in accordance with the business standards, ethics and diligence and diligence recognized by the lawyer industry, our lawyers attended this shareholders' meeting and verified the relevant facts concerning the convening and holding of this shareholders' meeting and the documents provided by the company. We hereby issue the following legal opinions:

1. Convening and convening procedures of this general meeting of shareholders

(1) Convening of this general meeting of shareholders

On August 19, 2025, the 18th meeting of the company's fifth board of directors reviewed and approved the "Proposal on Convening the Second Extraordinary General Meeting of Shareholders in 2025" and decided to hold the company's second extraordinary general meeting of shareholders in 2025 on September 4, 2025.

On August 20, 2025, the company published the "Notice of the General Meeting of Shareholders" in the form of an announcement on cninfo.com, China Securities Journal, Shanghai Securities News, Securities Times, Securities Daily and the Shanghai Stock Exchange website.

(2) Convening of this general meeting of shareholders

This general meeting of shareholders will be held through a combination of on-site voting and online voting.
The on-site meeting of this general meeting of shareholders will be held at 14:30 on September 4, 2025 in Qindu District, Xianyang City

The on-site meeting was held in the company conference room at No. 36 Rouge Road. The on-site meeting was chaired by Chairman Wang Yanling.

Using 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. After verification by our lawyers, the actual time, location, and method of the shareholders' meeting, and the proposals reviewed at the meeting were consistent with the time, location, method, and matters submitted for review at the meeting announced in the "Notice of the Shareholders' Meeting". Our lawyers believe that the convening and convening of this general meeting of shareholders fulfilled legal procedures and complied with the relevant provisions of laws, administrative regulations, the "Rules of Shareholders' Meetings" and the "Articles of Association".

2. Qualifications of persons attending this general meeting of shareholders and qualifications of convener

(1) Qualifications of personnel attending this shareholders’ meeting

Our lawyers will prepare the shareholder list on the equity registration date of this shareholders’ meeting, the shareholding certificates of limited partnership shareholders attending this shareholders’ meeting, the identity certificate or power of attorney and identity certificate of the executive partner, the stock account card of the legal person shareholder who attended this shareholders’ meeting, and the identity of the legal representative. We verified the identity certificates or power of attorney and identity certificates, as well as the stock account cards, personal identity certificates, power of attorney and identity certificates of the natural person shareholders attending this shareholders’ meeting, and confirmed that the total number of shareholders and shareholder agents who attended the company’s shareholders’ meeting on site were 6 people, representing 43,416,237 voting shares, accounting for 43.4684% of the company’s total voting shares.

According to the online voting results of this shareholders' meeting provided by SSE Information Network Co., Ltd., a total of 98 shareholders participated in the online voting of this shareholders' meeting, representing 1,342,300 shares with voting rights, accounting for 1.3439% of the company's total voting shares.

Among them, there are 100 shareholders other than the company’s directors, supervisors, senior managers and shareholders who individually or collectively hold more than 5% of the company’s shares (hereinafter referred to as small and medium-sized investors), representing 1,347,300 voting shares, accounting for 1.3489% of the company’s total voting shares.

In summary, a total of 104 shareholders attended this general meeting, representing 44,758,537 shares with voting rights, accounting for 44.8123% of the total number of shares with voting rights of the company.

In addition to the above-mentioned persons attending this general meeting of shareholders, those who attended this general meeting of shareholders on-site or via video also included the company’s directors, supervisors and secretary of the board of directors. Lawyers from our firm attended this general meeting of shareholders on-site, and the company’s senior managers attended this general meeting of shareholders on-site or via video.

The qualifications of the aforementioned shareholders who participated in the online voting of this shareholders' meeting were verified by the online voting system provider. This firm is unable to verify the qualifications of these shareholders. On the premise that the qualifications of the shareholders who participated in the online voting of this shareholders' meeting comply with the provisions of laws, regulations, normative documents and the "Articles of Association", our lawyers believe that the qualifications of the personnel attending this shareholders' meeting comply with the provisions of laws, administrative regulations, "Shareholders' Meeting Rules" and the "Articles of Association".

(2) Convenor qualifications

The convener of this shareholders' meeting is the company's board of directors, and the qualifications of the convener comply with the provisions of relevant laws, administrative regulations, the "Shareholders' Meeting Rules" and the "Articles of Association".

3. Voting procedures and results of this shareholders’ meeting

(1) Voting procedures for this shareholders’ meeting

The proposals reviewed at this shareholders’ meeting are consistent with the Notice of Shareholders’ Meeting, and there are no modifications to the original proposals.

Or add new proposals.

This general meeting of shareholders adopts a voting method that combines on-site voting and online voting. As witnessed by our lawyers, the resolutions listed in the meeting notice were voted on at the on-site shareholders' meeting by registered vote. The votes at the on-site meeting were counted and counted jointly by shareholder representatives, supervisor representatives and lawyers of the firm.

Scrutiny of votes.

Shareholders who participated in online voting exercised their voting rights through the SSE trading system or the Internet voting system (vote.sseinfo.com) within the prescribed online voting time. After the online voting ended, the SSE

Stock Exchange Information Network Co., Ltd. provided the company with statistical data files of online voting.

The meeting host announced the vote on the motion based on the statistical results of the on-site meeting voting and online voting.

situation, and announced the passing of the motion based on the voting results.

(2) Voting results of this shareholders’ meeting

Witnessed by our lawyers, this shareholders’ meeting reviewed and approved the following proposals in accordance with laws, administrative regulations, the “Shareholders’ Meeting Rules” and the “Articles of Association”:

The voting results of the "Proposal on Cancellation of the Company's Supervisory Board and Amendment of the Company's Articles of Association" are as follows:

44,588,937 shares were approved, accounting for 99.6210% of the total number of shares with voting rights of shareholders and proxies of shareholders present at the meeting; 24,500 shares were opposed, accounting for 0.0547% of the total number of shares with voting rights of shareholders and proxies of shareholders present at the meeting; 145,100 shares were abstained, accounting for 0.3243% of the total number of shares with voting rights of shareholders and proxies of shareholders present at the meeting.

This proposal is a special resolution of the shareholders' meeting, and more than two-thirds of the voting rights held by shareholders and shareholders' proxies who have attended the shareholders' meeting have agreed to pass it.

The voting results of the "Proposal on Amending the Rules of Procedure of the Shareholders' Meeting" are as follows:

44,589,237 shares were approved, accounting for 99.6217% of the total number of shares with voting rights by shareholders and proxies of shareholders present at the meeting; 2,200 shares were opposed, accounting for 0.0049% of the total number of shares with voting rights by shareholders and proxies of shareholders present at the meeting; 167,100 shares were abstained, accounting for 0.3734% of the total number of shares with voting rights by shareholders and proxies of shareholders present at the meeting.

The voting results of the "Proposal on Amending the Rules of Procedure of the Board of Directors" are as follows:

44,590,237 shares were approved, accounting for 99.6239% of the total number of shares with voting rights of shareholders and proxies of shareholders present at the meeting; 2,200 shares were opposed, accounting for 0.0049% of the total number of shares with voting rights of shareholders and proxies of shareholders present at the meeting; 166,100 shares were abstained, accounting for 0.3712% of the total number of shares with voting rights of shareholders and proxies of shareholders present at the meeting.

The voting results of the "Proposal on Amending the Independent Director System" are as follows:

The voting results of the "Proposal on Amending the "Foreign Investment Management System"" are as follows:

The voting results of the "Proposal on Amending the "External Guarantee Management System"" are as follows:

44,589,837 shares were approved, accounting for 99.6230% of the total number of shares with voting rights of shareholders and proxies of shareholders present at the meeting; 2,600 shares were opposed, accounting for 0.0058% of the total number of shares with voting rights of shareholders and proxies of shareholders present at the meeting; 166,100 shares were abstained, accounting for 0.3712% of the total number of shares with voting rights of shareholders and proxies of shareholders present at the meeting.

The voting results of the "Proposal on Amending the Related Party Transaction Management System" are as follows:

The voting results of the "Proposal on Amending the "Accounting Firm Selection and Recruitment System"" are as follows:

44,589,837 shares were approved, accounting for 99.6230% of the total number of shares with voting rights of shareholders and proxies of shareholders present at the meeting; 2,200 shares were opposed, accounting for 0.0049% of the total number of shares with voting rights of shareholders and proxies of shareholders present at the meeting; 166,500 shares were abstained, accounting for 0.3721% of the total number of shares with voting rights of shareholders and proxies of shareholders present at the meeting.

"Proposal on the Election of Non-Independent Directors of the Company's Sixth Board of Directors"

This proposal will be voted on item by item using cumulative voting. The specific voting conditions and results are as follows:

9.01 "Proposal to elect Mr. Li Hongming as a non-independent director of the sixth session of the Board of Directors"

Voting results: 43,520,813 shares were approved, accounting for 97.2346% of the total number of shares with voting rights of shareholders and representatives of shareholders attending the meeting. Among them, the voting result of small and medium-sized investors was 109,576 shares, accounting for 8.1330% of the total number of shares with voting rights of small and medium-sized investors and representatives of small and medium-sized investors attending the meeting.

According to the voting results, Mr. Li Hongming was elected as a non-independent director of the company's sixth board of directors.

9.02 "Proposal to elect Ms. Wang Xiuying as a non-independent director of the sixth session of the Board of Directors"

Voting results: 43,599,792 shares were approved, accounting for 97.4111% of the total number of shares with voting rights by shareholders and shareholder representatives present at the meeting; among them, small and medium-sized investors voted in favor of 188,555 shares, accounting for 13.9950% of the total number of shares with voting rights by small and medium-sized investors and representatives of small and medium-sized investors who were present at the meeting.

According to the voting results, Ms. Wang Xiuying was elected as a non-independent director of the company's sixth board of directors.

9.03 "Proposal to elect Mr. Ma Wenjun as a non-independent director of the sixth session of the Board of Directors"

Voting results: 43,587,993 shares were approved, accounting for 97.3847% of the total number of shares with voting rights of shareholders and representatives of shareholders attending the meeting. Among them, the voting results of small and medium-sized investors were 176,756 shares, accounting for 13.1192% of the total number of shares with voting rights of small and medium-sized investors and representatives of small and medium-sized investors attending the meeting.

According to the voting results, Mr. Ma Wenjun was elected as a non-independent director of the company's sixth board of directors.

9.04 "Proposal to elect Mr. Wang Yanling as a non-independent director of the sixth session of the Board of Directors"

Voting results: 43,473,000 shares were approved, accounting for 97.1278% of the total number of shares with voting rights of shareholders and representatives of shareholders attending the meeting. Among them, the voting results of small and medium-sized investors were 61,763 shares, accounting for 4.5842% of the total number of shares with voting rights of small and medium-sized investors and representatives of small and medium-sized investors attending the meeting.

According to the voting results, Mr. Wang Yanling was elected as a non-independent director of the company's sixth board of directors.

9.05 "Proposal to elect Ms. Yang Jin as a non-independent director of the sixth session of the Board of Directors"

Voting results: 43,467,995 shares were approved, accounting for 97.1166% of the total number of shares with voting rights of shareholders and shareholder representatives present at the meeting; among them, small and medium-sized investors voted in favor of 56,758 shares, accounting for 4.2127% of the total number of shares with voting rights of small and medium-sized investors and representatives of small and medium-sized investors who were present at the meeting.

According to the voting results, Ms. Yang Jin was elected as a non-independent director of the company’s sixth board of directors.

"Proposal on the Election of Independent Directors of the Company's Sixth Board of Directors"

This proposal will be voted on item by item using cumulative voting. The specific voting conditions and results are as follows:

10.01 "Proposal to elect Mr. Cui Xuegang as an independent director of the sixth session of the Board of Directors"

Voting results: 43,464,996 shares were approved, accounting for 97.1099% of the total number of shares with voting rights of shareholders and shareholder representatives present at the meeting; among them, small and medium-sized investors voted in favor of 53,759 shares, accounting for 3.9901% of the total number of shares with voting rights of small and medium-sized investors and representatives of small and medium-sized investors who were present at the meeting.

According to the voting results, Mr. Cui Xuegang was elected as an independent director of the company’s sixth board of directors.

10.02 "Proposal to elect Ms. Chen Ying as an independent director of the sixth session of the Board of Directors"

Voting results: 43,467,983 shares were approved, accounting for 97.1166% of the total number of shares with voting rights by shareholders and shareholder representatives present at the meeting; among them, small and medium-sized investors voted in favor of 56,746 shares, accounting for 4.2118% of the total number of shares with voting rights by small and medium-sized investors and representatives of small and medium-sized investors who were present at the meeting.

According to the voting results, Ms. Chen Ying was elected as an independent director of the company’s sixth board of directors.

10.03 "Proposal to elect Mr. Dou Jianwei as an independent director of the sixth session of the Board of Directors"

Voting results: 43,513,581 shares were approved, accounting for 97.2185% of the total number of shares with voting rights by shareholders and representatives of shareholders attending the meeting. Among them, 102,344 shares were approved by small and medium-sized investors, accounting for 7.5962% of the total number of shares with voting rights by small and medium-sized investors and representatives of small and medium-sized investors who were present at the meeting.

According to the voting results, Mr. Dou Jianwei was elected as an independent director of the company's sixth board of directors.

The difference between the total of relevant data and the sum of each sub-item value is not equal to 100% due to rounding.

Our lawyers believe that the voting procedures and the number of votes cast at the company’s shareholders’ meeting complied with the provisions of relevant laws, administrative regulations, the “Shareholders’ Meeting Rules” and the “Articles of Association”, and the voting results were 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 the Company Law, Securities Law and other relevant laws, administrative regulations, shareholders' meeting rules and articles of association; the qualifications of the persons attending the shareholders' meeting and the convener are legal and valid; the voting procedures and voting results of the shareholders' meeting are legal and valid.

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