Legal Opinion from Beijing King & Wood Mallesons Shanghai Branch on the Fourth Extraordinary Shareholders Meeting of Shaanxi Kanghui Pharmaceutical Co., Ltd. in 2025
About Beijing King & Wood Mallesons Shanghai Branch
Shaanxi Kanghui Pharmaceutical Co., Ltd. 2025 Fourth Extraordinary Shareholders Meeting
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 fourth extraordinary shareholders' meeting of 2025 will be held on December 26, 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 second extraordinary general meeting of shareholders in 2025;
The company's "Announcement on the Resolution of the Fifth Meeting of the Sixth 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 December 11, 2025;
The company's information was published on cninfo.com, "China Securities News" and "Shanghai Securities News" on December 11, 2025.
"Securities Times", "Securities Daily" and "Shaanxi Kanghui Pharmaceutical Co., Ltd." on the Shanghai Stock Exchange website
Notice on Convening the Fourth Extraordinary Shareholders' Meeting in 2025" (hereinafter referred to as the "Notice of 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 company’s shareholders’ meeting resolutions 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 and followed the principles of diligence, responsibility and good faith. We have fully verified and verified matters related to the Eastern Conference to ensure that the facts identified in this legal opinion are true, accurate, and complete, and that the concluding opinions expressed in this legal opinion are legal and accurate, and there are no false records, misleading statements, or major omissions, and we shall bear corresponding legal responsibilities.
The Exchange agrees to use this legal opinion as the announcement material for this shareholders’ meeting, 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 convening 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 shareholders’ meeting
(1) Convening of this shareholders’ meeting
On December 10, 2025, the fifth meeting of the company's sixth board of directors reviewed and approved the "Proposal on Convening the Fourth Extraordinary Shareholders' Meeting in 2025" and decided to hold this shareholders' meeting on December 26, 2025.
On December 11, 2025, the company published the "Notice of Shareholders Meeting" 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 shareholders’ meeting
This shareholders’ meeting will be held through a combination of on-site voting and online voting.
The on-site meeting of this shareholders’ meeting will be held at 14:30 on December 26, 2025 in the conference room on the 10th floor of Shiji Technology Building, No. 17 Chaoqian Road, Changping District, Beijing. The on-site meeting was chaired by Chairman Li Hong
Ming presided over.
- 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 Shareholders' Meeting". Our lawyers believe that the convening and convening of this shareholders' meeting fulfilled legal procedures and complied with the relevant provisions of laws, administrative regulations, the "Shareholders' Meeting Rules" and the "Articles of Association".
2. Qualifications of persons attending this shareholders’ meeting and qualifications of convener
(1) Qualifications of personnel attending this shareholders’ meeting
Our lawyers verified the shareholder list on the equity registration date of this shareholders' meeting, the shareholding certificates of the limited partnership shareholders who attended the shareholders' meeting, the identity certificates or power of attorney of the executive partners, the shareholding certificates of the legal person shareholders who attended the shareholders' meeting, the identity certificates or power of attorney of legal representatives, and the shareholding certificates and personal identity certificates of the natural person shareholders who attended the shareholders' meeting. We confirmed that there were 3 shareholders and shareholder proxies attending the company's shareholders' meeting on site, representing shares with voting rights. 33,368,237 shares, accounting for 37.1204% 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 68 shareholders participated in the online voting of this shareholders' meeting, representing 608,600 shares with voting rights, accounting for 0.6770% of the company's total voting shares.
Among them, there are 67 shareholders other than the company’s directors, 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 553,600 voting shares, accounting for 0.6159% of the company’s total voting shares.
In summary, a total of 71 shareholders attended this shareholders' meeting, representing 33,976,837 shares with voting rights, accounting for 37.7973% of the total number of shares with voting rights of the company.
In addition to the above-mentioned persons attending the shareholders' meeting, those who attended the shareholders' meeting on-site or via video also included the company's directors and board secretaries. Lawyers from our firm attended the shareholders' meeting on-site and witnessed it. The company's senior managers attended the shareholders' meeting 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 changes to the original proposals or additions.
The situation of adding new proposals.
- This shareholders’ meeting will adopt 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 supervised by shareholder representatives and our lawyers.
- 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 Changing the Company's Business Scope and Amending the Articles of Association" are as follows:
33,918,437 shares were approved, accounting for 99.8281% of the total number of shares with voting rights by shareholders and proxies of shareholders present at the meeting; 22,700 shares were opposed, accounting for 0.0668% of the total number of shares with voting rights by shareholders and proxies of shareholders present at the meeting; 35,700 shares were abstained, accounting for 0.1051% of the total number of shares with voting rights by shareholders and proxies of shareholders present at the meeting.
Among them, the voting results of small and medium-sized investors were as follows: 495,200 shares were approved, accounting for 89.4508% of the total voting shares of small and medium-sized investors and representatives of small and medium-sized investors attending the meeting; 22,700 shares were opposed, accounting for 4.1004% of the total voting shares of small and medium-sized investors and representatives of small and medium-sized investors attending the meeting; 35,700 abstentions shares, accounting for 6.4488% of the total voting shares of small and medium-sized investors and representatives of small and medium-sized investors attending the meeting.
This proposal is a special resolution of the shareholders' meeting and was passed by more than two-thirds of the voting rights held by shareholders and shareholders' proxies who have attended the shareholders' meeting.
- The voting results of the "Proposal on Providing Guarantee for the Comprehensive Credit Facility Application for Wholly-Owned Subsidiaries" are as follows:
33,897,137 shares were approved, accounting for 99.7654% of the total number of shares with voting rights by shareholders and proxies of shareholders present at the meeting; 43,500 shares were opposed, accounting for 0.1280% of the total number of shares with voting rights by shareholders and proxies of shareholders present at the meeting; 36,200 shares were abstained, accounting for 0.1066% of the total number of shares with voting rights by shareholders and proxies of shareholders present at the meeting.
Among them, the voting results of small and medium-sized investors were as follows: 473,900 shares were approved, accounting for 85.6033% of the total voting shares of small and medium-sized investors and representatives of small and medium-sized investors attending the meeting; 43,500 shares were opposed, accounting for 7.8576% of the total voting shares of small and medium-sized investors and representatives of small and medium-sized investors attending the meeting; 36,200 abstentions shares, accounting for 6.5391% of the total voting shares of small and medium-sized investors and representatives of small and medium-sized investors attending the meeting.
The difference between the total of relevant data and the sum of each sub-item value is not equal to 100% due to rounding.
Lawyers from our firm 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 the "Articles of Association"; the qualifications of the personnel attending this shareholders' meeting and the convener are legal and valid; the voting procedures and voting results of this shareholders' meeting are legal and valid.
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