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/Legal Opinion on the First Extraordinary General Meeting of Shareholders of Zhejiang Shapuaisi Pharmaceutical Co., Ltd. in 2025
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Legal Opinion on the First Extraordinary General Meeting of Shareholders of Zhejiang Shapuaisi Pharmaceutical Co., Ltd. in 2025

Shanghai Stock Exchange
2025/09/17

About Beijing King & Wood Mallesons Shanghai Branch

Zhejiang Shapuaisi Pharmaceutical Co., Ltd. 2025 First Extraordinary General Meeting of Shareholders

legal opinion

To: Zhejiang Shapuaisi Pharmaceutical Co., Ltd.

Beijing King & Wood Mallesons Shanghai Branch (hereinafter referred to as the "firm") accepted the entrustment of Zhejiang Shapuaisi 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"), and the China Securities Regulatory Commission's Rules of Shareholders' Meetings of Listed Companies (hereinafter referred to as the "Shareholders' Meeting Rules") The relevant provisions of the currently effective laws, administrative regulations, rules and normative documents 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) and the currently effective "Articles of Association of Zhejiang Shapuaisi Pharmaceutical Co., Ltd." (hereinafter referred to as the "Articles of Association"), assign lawyers to attend and witness the company's The first extraordinary shareholders' meeting of 2025 will be held on September 16, 2025 (hereinafter referred to as the shareholders' meeting), and this legal opinion will be 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:

  1. The Articles of Association reviewed and approved by the company’s second extraordinary general meeting of shareholders in 2024;

  2. The company’s “Announcement on the Resolution of the Ninth Meeting of the Sixth Board of Directors of Zhejiang Shapuaisi Pharmaceutical Co., Ltd.” published on August 30, 2025 in China Securities Journal, Shanghai Securities News, Securities Times, Securities Daily, Juchao Information Network and the Shanghai Stock Exchange (hereinafter referred to as the Shanghai Stock Exchange) website;

  3. The company was published in "China Securities News", "Shanghai Securities News" and "Securities Times" on August 30, 2025

"Announcement on Resolutions of the Ninth Meeting of the Sixth Supervisory Board of Zhejiang Shapuaisi Pharmaceutical Co., Ltd." published by Securities Daily, cninfo.com and the Shanghai Stock Exchange website;

  1. The company’s “Notice of Zhejiang Shapuaisi Pharmaceutical Co., Ltd. on Convening the First Extraordinary General Meeting of Shareholders in 2025” published on August 30, 2025 in China Securities Journal, Shanghai Securities News, Securities Times, Securities Daily, Juchao Information Network and the Shanghai Stock Exchange website (hereinafter referred to as the “Shareholders Meeting Notice”);

  2. The company’s shareholder list on the equity registration date of this shareholders’ meeting;

  3. Registration records and voucher information of shareholders who attended the on-site meeting;

  4. The statistical results of the online voting of this shareholders’ meeting provided by SSE Information Network Co., Ltd.;

  5. The resolutions of the company’s general meeting of shareholders and announcements and other documents involving relevant resolutions;

  6. 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 29, 2025, the ninth meeting of the company's sixth board of directors reviewed and approved the "Proposal on Convening the First Extraordinary General Meeting of Shareholders in 2025" and decided to hold the first extraordinary general meeting of shareholders in 2025 on September 16, 2025.

On August 30, 2025, the company published the "Notice of the General Meeting of Shareholders" in the form of an announcement in the "China Securities Journal", "Shanghai Securities News", "Securities Times", "Securities Daily", cninfo.com and the Shanghai Stock Exchange website.

(2) Convening of this general meeting of shareholders

  1. This general meeting of shareholders will be held through a combination of on-site voting and online voting.

  2. The on-site meeting of this general meeting of shareholders will be held at 10:00 am on September 16, 2025 in the board meeting room on the fifth floor of the office building of Zhejiang Shapuaisi Pharmaceutical Co., Ltd., No. 1588 Xinming Road, Economic Development Zone, Pinghu City, Zhejiang Province. The on-site meeting will be chaired by Chairman Lin Hongli.

  3. Through the Shanghai Stock Exchange 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.

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

Lawyers from our firm verified the shareholder list on the equity registration date of this shareholders' meeting, the stock account cards, legal representative identity certificates or power of attorney and identity certificates of the legal shareholders who attended the shareholders' meeting, as well as the stock account cards, personal identity certificates, power of attorney and identity certificates of the authorized agents who attended the shareholders' meeting and other relevant information. It was confirmed that there were 4 shareholders and shareholder agents attending the company's shareholders' meeting on site, representing 95,601,974 shares with voting rights. shares, accounting for 25.4311% 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 176 shareholders participated in the online voting of this shareholders' meeting, representing 4,100,132 shares with voting rights, accounting for 1.0907% of the company's total voting shares.

Among them, there are 177 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 4,100,632 voting shares, accounting for 1.0908% of the company’s total voting shares.

In summary, a total of 180 shareholders attended this shareholders' meeting, representing 99,702,106 voting shares, accounting for 26.5218% of the company's total voting shares.

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

  1. 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 the addition of new proposals.

  2. 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 supervised by shareholder representatives, supervisor representatives and lawyers of the firm.

  3. Shareholders participating 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, SSE Information Network Co., Ltd. provided the company with statistical data files of online voting.

  4. The host of the meeting announced the voting status of the motion based on the statistical results of on-site voting and online voting, and announced the adoption 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”:

  1. The voting results of the "Proposal on Abolition of the Supervisory Board, Amending the Articles of Association and Handling Industrial and Commercial Change Registration" are as follows:

96,886,844 shares were approved, accounting for 97.1763% of the total number of shares with voting rights of shareholders and proxies of shareholders present at the meeting; 2,787,962 shares were opposed, accounting for 2.7962% of the total number of shares with voting rights of shareholders and proxies of shareholders present at the meeting; 27,300 shares were abstained, accounting for 0.0275% of the total number of shares with voting rights of shareholders and proxies of shareholders present at the meeting.

Among them, the voting results of small and medium-sized investors were as follows: 1,285,370 shares were approved, accounting for 31.3457% of the total voting shares of small and medium-sized investors and representatives of small and medium-sized investors attending the meeting; 2,787,962 shares were opposed, accounting for 67.9886% of the total voting shares of small and medium-sized investors and representatives of small and medium-sized investors attending the meeting; 27,300 abstained. shares, accounting for 0.6658% 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.

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

96,902,326 shares were approved, accounting for 97.1918% of the total number of shares with voting rights of shareholders and proxies of shareholders present at the meeting; 2,787,216 shares were opposed, accounting for 2.7955% of the total number of shares with voting rights of shareholders and proxies of shareholders present at the meeting; 12,564 shares were abstained, accounting for 0.0127% of the total number of shares with voting rights of shareholders and proxies of shareholders present at the meeting.

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

96,894,726 shares were approved, accounting for 97.1842% of the total number of shares with voting rights of shareholders and proxies of shareholders present at the meeting; 2,794,816 shares were opposed, accounting for 2.8031% of the total number of shares with voting rights of shareholders and proxies of shareholders present at the meeting; 12,564 shares were abstained, accounting for 0.0127% of the total number of shares with voting rights of shareholders and proxies of shareholders present at the meeting.

  1. The voting results of the "Proposal on Amending the Working Methods of Independent Directors" are as follows:

96,896,126 shares were approved, accounting for 97.1856% of the total number of shares with voting rights of shareholders and proxies of shareholders present at the meeting; 2,793,316 shares were opposed, accounting for 2.8016% of the total number of shares with voting rights of shareholders and proxies of shareholders present at the meeting; 12,664 shares were abstained, accounting for 0.0128% of the total number of shares with voting rights of shareholders and proxies of shareholders present at the meeting.

  1. The voting results of the “Proposal on Amending the Overseas Investment Management System” are as follows:

96,851,026 shares were approved, accounting for 97.1404% of the total number of shares with voting rights by shareholders and proxies of shareholders present at the meeting; 2,805,316 shares were opposed, accounting for 2.8136% of the total number of shares with voting rights by shareholders and proxies of shareholders present at the meeting; 45,764 shares were abstained, accounting for 0.0460% of the total number of shares with voting rights by shareholders and proxies of shareholders present at the meeting.

  1. The voting results of the "Proposal on Amending the "Foreign Investment Decision-making System"" are as follows:

96,850,026 shares were approved, accounting for 97.1393% of the total number of shares with voting rights of shareholders and proxies of shareholders present at the meeting; 2,803,216 shares were opposed, accounting for 2.8115% of the total number of shares with voting rights of shareholders and proxies of shareholders present at the meeting; 48,864 shares were abstained, accounting for 0.0492% of the total number of shares with voting rights of shareholders and proxies of shareholders present at the meeting.

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

96,858,562 shares were approved, accounting for 97.1479% of the total number of shares with voting rights of shareholders and proxies of shareholders present at the meeting; 2,795,516 shares were opposed, accounting for 2.8038% of the total number of shares with voting rights of shareholders and proxies of shareholders present at the meeting; 48,028 shares were abstained, accounting for 0.0483% of the total number of shares with voting rights of shareholders and proxies of shareholders present at the meeting.

  1. The voting results of the "Proposal on Amending the Related Party Transaction Decision-making System" are as follows:

96,848,862 shares were approved, accounting for 97.1382% of the total number of shares with voting rights of shareholders and proxies of shareholders present at the meeting; 2,805,216 shares were opposed, accounting for 2.8135% of the total number of shares with voting rights of shareholders and proxies of shareholders present at the meeting; 48,028 shares were abstained, accounting for 0.0483% of the total number of shares with voting rights of shareholders and proxies of shareholders present at the meeting.

  1. The voting results of the "Proposal on Amending the Measures for the Management of Raised Funds" are as follows:

96,872,526 shares were approved, accounting for 97.1619% of the total number of shares with voting rights of shareholders and proxies of shareholders present at the meeting; 2,783,816 shares were opposed, accounting for 2.7921% of the total number of shares with voting rights of shareholders and proxies of shareholders present at the meeting; 45,764 shares were abstained, accounting for 0.0460% of the total number of shares with voting rights of shareholders and proxies of shareholders present at the meeting.

  1. The voting results of the “Proposal on Amending the Securities Investment and Derivatives Trading Management System” are as follows:

96,894,162 shares were approved, accounting for 97.1836% of the total number of shares with voting rights by shareholders and proxies of shareholders present at the meeting; 2,790,016 shares were opposed, accounting for 2.7983% of the total number of shares with voting rights by shareholders and proxies of shareholders present at the meeting; 17,928 shares were abstained, accounting for 0.0181% of the total number of shares with voting rights by shareholders and proxies of shareholders present at the meeting.

  1. The voting results of the “Proposal on Amending the Accounting Firm Selection and Recruitment System” are as follows:

96,902,426 shares were approved, accounting for 97.1919% of the total number of shares with voting rights by shareholders and proxies of shareholders present at the meeting; 2,783,816 shares were opposed, accounting for 2.7921% of the total number of shares with voting rights by shareholders and proxies of shareholders present at the meeting; 15,864 shares were abstained, accounting for 0.0160% of the total number of shares with voting rights by shareholders and proxies of shareholders who were present at the meeting.

  1. The voting results of the "Proposal on Amending the Remuneration Management System for Directors and Senior Management" are as follows:

96,881,226 shares were approved, accounting for 97.1706% of the total number of shares with voting rights of shareholders and proxies of shareholders present at the meeting; 2,805,116 shares were opposed, accounting for 2.8134% of the total number of shares with voting rights of shareholders and proxies of shareholders present at the meeting; 15,764 shares were abstained, accounting for 0.0160% of the total number of shares with voting rights of shareholders and proxies of shareholders present at the meeting.

  1. The voting results of the “Proposal on Amending the Implementation Rules of the Cumulative Voting System” are as follows:

96,897,726 shares were approved, accounting for 97.1872% of the total number of shares with voting rights by shareholders and proxies of shareholders present at the meeting; 2,787,816 shares were opposed, accounting for 2.7961% of the total number of shares with voting rights by shareholders and proxies of shareholders present at the meeting; 16,564 shares were abstained, accounting for 0.0167% of the total number of shares with voting rights by shareholders and proxies of shareholders present at 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.

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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