Legal Opinion from Beijing Guofeng (Nanjing) Law Firm on the 2025 Annual Shareholders Meeting of Jidan Biotechnology Co., Ltd.
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Beijing Guofeng (Nanjing) Law Firm
About Jidan Biotechnology Co., Ltd.
2025 Annual Shareholders Meeting
legal opinion
Guofeng Lugu Zi[2026]H0023
To: Jidan Biotechnology Co., Ltd. (your company)
Beijing Guofeng (Nanjing) Law Firm (hereinafter referred to as the "firm") accepted your company's entrustment and assigned lawyers to attend and witness your company's 2025 annual shareholders' meeting (hereinafter referred to as the "meeting").
Our lawyers comply with 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"), the "Administrative Measures for Law Firms Engaging in Securities Legal Business" (hereinafter referred to as the "Administrative Measures for Securities Legal Business of Law Firms"), and the "Administrative Measures for Law Firms' Securities Legal Practice" This legal opinion is issued on matters such as the convening and holding procedures of this meeting, the qualifications of the convener, the qualifications of persons attending the meeting, the voting procedures and voting results of this meeting, and other relevant laws, administrative regulations, rules, normative documents and the Articles of Association of Jidan Biotechnology Co., Ltd. (hereinafter referred to as the "Articles of Association") (hereinafter referred to as the "Securities Legal Business Practice Rules").
Regarding the issuance of this legal opinion, our lawyers make the following statement:
Our lawyers only express opinions on the convening and holding procedures of this meeting, the qualifications of the convener and those attending the on-site meeting, the voting procedures of the meeting and the legality of the voting results. We do not express opinions on the content of the motions considered at this meeting and the authenticity, accuracy and completeness of the facts or data expressed in such motions;
Our lawyers are unable to witness the online voting process. The qualifications of shareholders participating in online voting at this meeting and the online voting results will be certified by the corresponding stock exchange trading system and Internet voting system;
In accordance with the provisions of the "Securities Law", "Measures for the Administration of Securities Legal Business", "Securities Legal Business Practice Rules" and other provisions as well as 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, and 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;
This legal opinion is only for the purpose of this meeting of your company and may not be used for any other purpose. Our lawyers agree to announce this legal opinion together with the resolution of your company's meeting.
In accordance with the requirements of relevant laws, administrative regulations, rules and normative documents such as the Company Law, Securities Law, Rules of Shareholders' Meetings, Measures for the Administration of Securities Legal Business, Rules for the Practice of Securities Legal Business and other relevant laws, administrative regulations, rules and normative documents, and in accordance with the business standards, ethics and diligence and diligence recognized by the lawyer industry, our lawyers have verified and verified the relevant documents and matters provided by your company, and hereby issue the following legal opinions:
1. Convening and convening procedures of this meeting
(1) Convening of this meeting
After verification, this meeting was decided by the eleventh meeting of the fourth session of the board of directors of your company and convened by the board of directors. On April 30, 2026, the board of directors of your company publicly released the "Notice and Announcement on Convening the 2025 Annual Shareholders Meeting" on the website of the Shanghai Stock Exchange (https://www.sse.com.cn). The above announcement specified the time, location, convening method, matters to be considered, attendees, equity registration date, meeting registration method, etc. of this meeting.
(2) Convening of this meeting
This meeting of your company will be held by a combination of on-site voting and online voting.
The on-site meeting of this meeting was held as scheduled on May 22, 2026, in the conference room of Jidan Biotechnology Co., Ltd., No. 9 Bofu Road, Yanjiang Industrial Development Zone, Liuhe District, Nanjing City, Jiangsu Province, and was hosted by Mr. Su Enben, chairman of the company. The specific time for online voting at this meeting through the Shanghai Stock Exchange trading system is 9:15-9:25 am, 9:30-11:30 and 13:00-15:00 pm on May 22, 2026; the specific time for voting through the Shanghai Stock Exchange Internet voting system is any time from 9:15-15:00 on May 22, 2026.
After verification, the time, place, method and content of the meeting held by your company are consistent with the relevant content stated in the meeting notice.
To sum up, the convening and holding procedures of this meeting of your company comply with the provisions of laws, administrative regulations, rules, normative documents, "Shareholders' Meeting Rules" and "Articles of Association".
2. Qualifications of the convener of this meeting and those attending the meeting
The convener of this meeting is the board of directors of your company and meets the convenor qualifications stipulated in laws, administrative regulations, rules, normative documents, "Shareholders' Meeting Rules" and "Articles of Association".
Based on the documents proving the opening of stock accounts by shareholders attending the meeting on-site, relevant identification documents, the shareholder authorization letter and personal valid identity certificate submitted by the shareholder’s agent, the online voting statistical results fed back by the Shanghai Stock Exchange trading system and the Internet voting system, and the equity registration as of this meeting. The registered shareholder list has been verified by your company and our lawyers. A total of 309 shareholders (shareholder proxies) passed on-site and online voting at this meeting, representing 233,408,423 shares, accounting for 46.0232% of the total number of voting shares of your company.
In addition to your company's shareholders (shareholders' agents), those attending this meeting also include your company's directors, senior managers and lawyers of our firm.
After verification, the qualifications of the attendees of the above-mentioned on-site meeting comply with the provisions of laws, administrative regulations, rules, normative documents, "Shareholders' Meeting Rules" and "Articles of Association" and are legal and valid; the qualifications of the above-mentioned shareholders participating in online voting have been certified by the Shanghai Stock Exchange trading system and Internet voting system.
3. Voting procedures and results of this meeting
After verification, this meeting reviewed all the proposals listed in the meeting notice announced by your company one by one in accordance with the provisions of laws, administrative regulations, rules, normative documents, "Shareholders' Meeting Rules" and "Articles of Association". The voting results are as follows:
(1) Voted and approved the "Proposal on the Company's 2025 Annual Report and its Summary"
Voting results: 232,892,851 shares were approved, accounting for 99.7791% of the total number of shares with valid voting rights present at this shareholders' meeting; 467,912 shares were opposed, accounting for 0.2004% of the total number of shares with valid voting rights present at this shareholders' meeting; 47,660 shares were abstained, accounting for 0.0205% of the total number of shares with valid voting rights present at this shareholders' meeting.
(2) Voted and approved the "Proposal on the Company's 2025 Board of Directors Work Report"
Voting results: 232,947,751 shares were approved, accounting for 99.8026% of the total number of shares with valid voting rights present at this shareholders' meeting; 413,012 shares were opposed, accounting for 0.1769% of the total number of shares with valid voting rights present at this shareholders' meeting; 47,660 shares were abstained, accounting for 0.0205% of the total number of shares with valid voting rights present at this shareholders' meeting.
(3) Voted and approved the "Proposal on the Company's 2025 Profit Distribution Plan"
Voting results: 232,918,428 shares were approved, accounting for 99.7900% of the total number of shares with valid voting rights present at this shareholders' meeting; 448,995 shares were opposed, accounting for 0.1923% of the total number of shares with valid voting rights present at this shareholders' meeting; 41,000 shares were abstained, accounting for 0.0177% of the total number of shares with valid voting rights present at this shareholders' meeting.
(4) Voted and approved the "Proposal on Requesting the Shareholders' Meeting to Authorize the Board of Directors to Formulate and Implement the 2026 Interim Dividend Plan"
Voting results: 232,944,411 shares were approved, accounting for 99.8012% of the total number of shares with valid voting rights present at this shareholders' meeting; 420,012 shares were opposed, accounting for 0.1799% of the total number of shares with valid voting rights present at this shareholders' meeting; 44,000 shares were abstained, accounting for 0.0189% of the total number of shares with valid voting rights present at this shareholders' meeting.
(5) Voted and approved the "Proposal on the Remuneration of the Company's Directors and Senior Management Personnel"
Voting results: 22,096,452 shares were approved, accounting for 83.0791% of the total number of shares with valid voting rights present at this shareholders' meeting; 4,444,000 shares were opposed, accounting for 16.7087% of the total number of shares with valid voting rights present at this shareholders' meeting; 56,421 shares were abstained, accounting for 0.2122% of the total number of shares with valid voting rights present at this shareholders' meeting.
(6) Voted and approved the "Proposal on Using Own Idle Funds for Investment and Financial Management"
Voting results: 228,904,811 shares were approved, accounting for 98.0705% of the total number of shares with valid voting rights present at this shareholders' meeting; 4,453,012 shares were opposed, accounting for 1.9078% of the total number of shares with valid voting rights present at this shareholders' meeting; 50,600 shares were abstained, accounting for 0.0217% of the total number of shares with valid voting rights present at this shareholders' meeting.
(7) Voting on the "Proposal on the Company and its wholly-owned and controlled subsidiaries to apply for comprehensive credit lines from banks" Voting results: 231,990,937 shares were approved, accounting for 99.3 of the total number of shares with valid voting rights present at this shareholders' meeting 927%; opposed 1,324,366 shares, accounting for 0.5674% of the total number of shares with valid voting rights present at this shareholders' meeting; 93,120 shares abstained, accounting for 0.0399% of the total number of shares with valid voting rights present at this shareholders' meeting.
(8) Voted and approved the "Proposal on Re-appointment of the Accounting Firm"
Voting results: 232,834,359 shares were approved, accounting for 99.7540% of the total number of shares with valid voting rights present at this shareholders' meeting; 486,104 shares were opposed, accounting for 0.2082% of the total number of shares with valid voting rights present at this shareholders' meeting; 87,960 shares were abstained, accounting for 0.0378% of the total number of shares with valid voting rights present at this shareholders' meeting.
(9) Voted and approved the "Proposal on Establishing Corporate Governance Related Systems"
Voting results: 232,950,311 shares were approved, accounting for 99.8037% of the total number of shares with valid voting rights present at this shareholders' meeting; 406,012 shares were opposed, accounting for 0.1739% of the total number of shares with valid voting rights present at this shareholders' meeting; 52,100 shares were abstained, accounting for 0.0224% of the total number of shares with valid voting rights present at this shareholders' meeting.
(10) Voting to approve the “Proposal on the Company’s Shareholder Return Plan for the Next Three Years (2026-2028)” Voting results: 232,955,908 shares were approved, accounting for 99 of the total number of shares with valid voting rights present at this shareholders’ meeting .8061%; 410,795 shares opposed, accounting for 0.1759% of the total number of shares with valid voting rights present at this shareholders' meeting; 41,720 shares abstained, accounting for 0.0180% of the total number of shares with valid voting rights present at this shareholders' meeting.
Our lawyers and the shareholder representatives elected on site are jointly responsible for counting and supervising the votes. The votes cast at the on-site meeting will be counted on the spot, and will be announced after they are combined with the online voting results and the final voting results are determined. Among them, your company separately counts the votes of small and medium investors on relevant proposals and discloses the voting results separately.
To sum up, the voting procedures and results of this meeting are in compliance with the laws, administrative regulations, rules, normative documents, "Shareholders' Meeting Rules" and "Articles of Association" and are legal and valid.
4. Concluding observations
To sum up, our lawyers believe that the convening and convening procedures of this meeting of your company are in compliance with the provisions of laws, administrative regulations, rules, normative documents, "Shareholders' Meeting Rules" and "Articles of Association". The qualifications of the convener of this meeting and the attendees, as well as the voting procedures and voting results of this meeting are legal and valid.
This legal opinion is made in duplicate.