Legal Opinion from Beijing Zhonglun Law Firm on the Repurchase and Cancellation of Certain Restricted Stocks under the Restricted Stock Incentive Plan of Guizhou Sanli Pharmaceutical Co., Ltd.
Beijing Zhonglun Law Firm
Legal Opinion on the Repurchase and Cancellation of Certain Restricted Stocks under the Restricted Stock Incentive Plan of Guizhou Sanli Pharmaceutical Co., Ltd.
November 2025
Beijing Zhonglun Law Firm
About Guizhou Sanli Pharmaceutical Co., Ltd.
Repurchasing and canceling some restricted stocks under the restricted stock incentive plan
legal opinion
To: Guizhou Sanli Pharmaceutical Co., Ltd.
According to the "Special Legal Service Contract" signed between our firm and Guizhou Sanli Pharmaceutical Co., Ltd. (hereinafter referred to as "Guizhou Sanli" or the "Company"), our firm accepted the company's entrustment to serve as its special legal counsel for this equity incentive plan. According to 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 "Measures for the Administration of Equity Incentives of Listed Companies" (hereinafter referred to as the "Management Measures") and other relevant laws, regulations and normative documents, as well as the "Articles of Association of Guizhou Sanli Pharmaceutical Co., Ltd." (hereinafter referred to as the "Management Measures") (referred to as the "Articles of Association"), this legal opinion is issued on matters related to the repurchase and cancellation of restricted stocks that have been granted to some incentive targets of Guizhou Sanli's 2024 Restricted Stock Incentive Plan but have not been released from sale (hereinafter referred to as the "repurchase and cancellation").
In order to issue this legal opinion, our lawyers have verified and verified the following facts and legal documents involving the following aspects of this incentive plan:
legal opinion
Approval and authorization for this repurchase and cancellation;
The reason for this repurchase and cancellation, the repurchase price and the repurchase quantity;
Other documents that our lawyers believe need to be reviewed.
Regarding the issuance of this legal opinion, our lawyers make the following statement:
Our lawyers issue legal opinions based on the facts that have occurred or existed before the date of issuance of this legal opinion and the provisions of my country’s current relevant laws, regulations, normative documents and relevant documents of the China Securities Regulatory Commission;
Our lawyers have strictly performed their statutory duties in accordance with the provisions of relevant laws, regulations and normative documents, followed the principles of diligence and good faith, fully verified the legality, compliance, authenticity and effectiveness of Guizhou Sanli’s incentive plan and issued a legal opinion. This legal opinion does not contain false records, misleading statements and major omissions, otherwise we are willing to bear the corresponding legal liability;
Our lawyers agree to announce this legal opinion as a necessary statutory document for Guizhou Sanli’s incentive plan together with other materials, and assume responsibility for this legal opinion in accordance with the law;
Our lawyers agree that Guizhou Sanli may quote the relevant content in this legal opinion issued by our lawyers on its own or in accordance with the review requirements of the competent authorities;
Regarding reports, opinions, documents and other documents obtained directly from public institutions such as state agencies, organizations with the function of managing public affairs, accounting firms, asset appraisal agencies, credit rating agencies, notary agencies, etc., our lawyers have performed the relevant duties of care required by Article 15 of the "Securities Business Management Measures" and used the above documents as the basis for issuing legal opinions;
Our lawyers have reviewed and judged all documents and testimonies related to the issuance of this legal opinion, and issued legal opinions accordingly;
For facts that are crucial to this legal opinion and cannot be supported by independent evidence, our lawyers rely on supporting documents, testimonies or copies of documents issued or provided by relevant government departments, companies, other relevant units or relevant persons to issue legal opinions;
This legal opinion is only for the purpose of Guizhou Sanli’s application for this incentive plan to the Shanghai Stock Exchange and other competent authorities.
The use of legal opinions shall not be used for any other purpose.
In accordance with the provisions of relevant laws, regulations and normative documents, and in accordance with the recognized business standards, ethics and spirit of diligence and responsibility in the lawyer industry, our lawyers have verified and verified the documents and facts related to this incentive plan provided by Guizhou Sanli, and hereby issue the following legal opinions:
legal opinion
1. Approval and authorization of this incentive plan and this repurchase and cancellation
- Approval and authorization of the 2024 restricted stock incentive plan
(1) On October 8, 2024, the sixth meeting of the fourth session of the Board of Directors of Guizhou Sanli reviewed and approved the "Proposal on the <Guizhou Sanli Pharmaceutical Co., Ltd. 2024 Restricted Stock Incentive Plan (Draft)> and its Summary", the "Proposal on Formulating the <Guizhou Sanli Pharmaceutical Co., Ltd. Co., Ltd. 2024 Restricted Stock Incentive Plan Implementation Assessment and Management Measures>", and the "Proposal on Requesting the General Meeting of Shareholders to Authorize the Board of Directors to Handle Matters Related to the 2024 Restricted Stock Incentive Plan" and other motions.
(2) On October 8, 2024, the fifth meeting of the fourth session of the Supervisory Board of Guizhou Sanli Pharmaceutical Co., Ltd. reviewed and approved the "Proposal on the <Guizhou Sanli Pharmaceutical Co., Ltd. 2024 Restricted Stock Incentive Plan (Draft)> and its Summary", the "Proposal on Formulating the <Guizhou Sanli Pharmaceutical Co., Ltd. Co., Ltd. 2024 Restricted Stock Incentive Plan Implementation Assessment and Management Measures>", and the "Proposal on Verifying the List of Incentive Objects of the Company's 2024 Restricted Stock Incentive Plan" and other motions. The company's board of supervisors has verified the relevant matters of this incentive plan and issued verification opinions.
(3) On October 24, 2024, the company held the second extraordinary general meeting of shareholders in 2024, and reviewed and approved the "Proposal on the <Guizhou Sanli Pharmaceutical Co., Ltd. 2024 Restricted Stock Incentive Plan (Draft)> and its Summary" and "On the Formulation of <Guizhou Sanli Pharmaceutical Co., Ltd. Proposal on the Implementation Assessment and Management Measures for the 2024 Restricted Stock Incentive Plan of Zhousanli Pharmaceutical Co., Ltd., "Proposal on Requesting the General Meeting of Shareholders to Authorize the Board of Directors to Handle Matters Related to the 2024 Restricted Stock Incentive Plan" and other proposals related to this incentive plan.
(4) On November 8, 2024, the company held the eighth meeting of the fourth board of directors, and reviewed and approved the "Proposal on Granting Restricted Stocks to Incentive Objects of the 2024 Restricted Stock Incentive Plan". In accordance with the relevant provisions of the "Incentive Plan (Draft)" and the authorization of the company's second extraordinary general meeting of shareholders in 2024, the company's board of directors believes that the grant conditions stipulated in the company's 2024 restricted stock incentive plan have been achieved, and it is determined
The legal opinion states that November 8, 2024 is the equity grant date of this incentive plan, and 5.23 million restricted shares will be granted to 54 eligible incentive targets. When the company's board of directors considers the above proposals, the associated directors abstain from voting.
(5) On November 8, 2024, the company held the seventh meeting of the fourth session of the Board of Supervisors, and reviewed and approved the "Proposal on Granting Restricted Stocks to Incentive Objects of the 2024 Restricted Stock Incentive Plan". The Board of Supervisors verified the list of incentive objects for this grant of restricted stocks.
- Approval and authorization for the repurchase and cancellation of some restricted stocks
(1) On November 27, 2025, Guizhou Sanli held the 17th meeting of the fourth board of directors and reviewed and approved the "Proposal on the Repurchase and Cancellation of Certain Restricted Stocks". In accordance with the "Measures for the Administration of Equity Incentives for Listed Companies" and other relevant laws and regulations, the "Guizhou Sanli Pharmaceutical Co., Ltd. 2024 Restricted Stock Incentive Plan" and other relevant regulations, as well as the authorization of the company's second extraordinary general meeting of shareholders in 2024, the company plans to repurchase and cancel the restricted stocks that have been granted but have not been released from sale to an incentive target in the 2024 restricted stock incentive plan who is no longer eligible for incentives due to resignation. The company's board of directors agreed that the company would use its own funds to repurchase and cancel a total of 200,000 restricted stocks that have been granted to the above incentive targets but have not yet been released.
(2) On November 27, 2025, Guizhou Sanli held the 16th meeting of the fourth board of supervisors, and reviewed and approved the "Proposal on the Repurchase and Cancellation of Certain Restricted Stocks", which repurchased and canceled the restricted stocks that have been granted but have not yet been released from sale restrictions to an incentive subject in the 2024 restricted stock incentive plan who no longer has the incentive qualifications due to resignation.
In summary, our lawyers believe that the repurchase and cancellation of Guizhou Sanli’s restricted stock incentive plan has obtained the necessary approvals and authorizations at this stage, and complies with the relevant provisions of the Company Law, Securities Law, Management Measures and the company’s stock incentive plan.
legal opinion
2. Details of the repurchase and cancellation of some restricted stocks
(1) Reasons for this repurchase and cancellation
According to the provisions of the "Guizhou Sanli Pharmaceutical Co., Ltd. 2024 Restricted Stock Incentive Plan", when the incentive target is no longer employed in the company due to resignation, company layoffs or other matters, on the date of the occurrence, the restricted stock that has been granted to the incentive target but has not been released from sale restrictions shall not be lifted and will be repurchased and canceled by the company at the repurchase price.
In the company's 2024 restricted stock incentive plan, one incentive target is no longer eligible for incentives due to his resignation. The company plans to repurchase and cancel the restricted stocks that have been granted to the above incentive targets but have not yet been released from sale restrictions.
(2) The repurchase price and repurchase quantity
In accordance with relevant laws and regulations such as the "Measures for the Administration of Equity Incentives for Listed Companies", the "2024 Restricted Stock Incentive Plan of Guizhou Sanli Pharmaceutical Co., Ltd." and the authorization of the company's second extraordinary shareholders' meeting in 2024, the company's repurchase price of the restricted stock incentive plan was adjusted to 7.16 yuan/share after deducting dividends. The total number of restricted stocks that have been granted but have not been released from sale during this repurchase is 200,000 shares.
To sum up, our lawyers believe that Guizhou Sanli’s repurchase and cancellation of some restricted shares due to the resignation of some incentive targets no longer qualified for incentives complied with the relevant provisions of the Company Law, the Management Measures and the company’s stock incentive plan; the repurchase quantity and repurchase price of the repurchase and cancellation complied with the relevant provisions of the Company Law, the Management Measures and the company’s stock incentive plan.
3. Conclusions
To sum up, our lawyers believe that the repurchase and cancellation of Guizhou Sanli Restricted Stock Incentive Plan has obtained the necessary approvals and authorizations at this stage and is in compliance with the Company Law, Management Measures and Articles of Association.
Legal opinions and relevant provisions of the company's stock incentive plan; Guizhou Sanli's plan to repurchase and cancel some restricted stocks due to the resignation of some incentive targets complies with the "Company Law", "Administrative Measures" and the relevant provisions of the company's stock incentive plan; the reasons for the repurchase and cancellation of the restricted stocks, the repurchase quantity and the repurchase price are in compliance with the "Company Law" "Administrative Measures" and relevant provisions of this equity incentive plan; Guizhou Sanli still needs to perform follow-up information disclosure obligations regarding this repurchase and cancellation of restricted stocks, implement repurchase and cancellation of some restricted stocks, and apply to the Shanghai Branch of China Securities Depository and Clearing Co., Ltd. to handle the change registration procedures for the stock incentive plan involved in this repurchase and cancellation of restricted stocks; handle capital reduction matters related to this repurchase and cancellation of some restricted stocks.
This legal opinion is made in triplicate and has the same legal effect. It will take effect after being signed by the attorney in charge and stamped with the official seal of the firm.