Beijing Zhonglun Law Firm’s Legal Opinion on the 2025 Annual Shareholders Meeting of Guizhou Sanli Pharmaceutical Co., Ltd.
May 2026
Beijing Zhonglun Law Firm
About Guizhou Sanli Pharmaceutical Co., Ltd.
2025 Annual Shareholders Meeting
legal opinion
To: Guizhou Sanli Pharmaceutical Co., Ltd. (hereinafter referred to as the "Company")
Beijing Zhonglun Law Firm (hereinafter referred to as the "firm") accepted the company's entrustment and assigned lawyers to attend and witness the 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 Guizhou Sanli Pharmaceutical Co., Ltd. (hereinafter referred to as the "Articles of Association")" (hereinafter referred to as the "Securities Law 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. Shareholders who participated in the online voting at this meeting
legal opinion
Qualifications and online voting results will be certified by the corresponding stock exchange trading system and Internet voting system;
Our lawyers have conducted necessary verification and verification on the relevant matters involved in this meeting of the company in accordance with the requirements of the "Shareholders' Meeting Rules", and the concluding opinions issued are legal and accurate, and there are no false records, misleading statements or major omissions;
This legal opinion is only for the purpose of this meeting of the company and may not be used for any other purpose. Our lawyers agree to announce this legal opinion together with the company’s resolutions at this 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 the 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 23rd meeting of the company’s fourth board of directors and convened by the company’s board of directors. The company's board of directors publicly released the "Notice of Guizhou Sanli Pharmaceutical Co., Ltd. on convening the 2025 Annual Shareholders' Meeting" (hereinafter referred to as the "Meeting Notice") on April 27, 2026 in China Securities Journal, Securities Daily and the Shanghai Stock Exchange website (http://www.sse.com.cn). The above notice states the time, place, convening method, matters to be considered, attendees, equity registration date and meeting registration method of the meeting.
(2) Convening of this meeting
This meeting of the company was held by a combination of on-site voting and online voting.
The on-site meeting of this meeting was held as scheduled on May 20, 2026, in the conference room of Guizhou Sanli Pharmaceutical Co., Ltd., Xiayun Industrial Park, Pingba District, Anshun City, Guizhou Province, and was hosted by Mr. Zhang Hai, 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 20, 2026; the specific time for voting through the Shanghai Stock Exchange Internet voting system is from 9:15 am to 15:00 pm on May 20, 2026.
After inspection, the time, place, method and content of the company’s meeting were consistent with the meeting notice.
legal opinion
The relevant content stated is consistent.
To sum up, the convening and holding procedures of this meeting of the company are in compliance 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 company's board of directors 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 identity certification documents, the shareholder authorization letter and personal valid identity document submitted by the shareholder’s agent, the online voting statistical results fed back by SSE Information Network Co., Ltd., and the equity registration as of this meeting According to the shareholder list on the date of the meeting, which has been verified by the company and our lawyers, a total of 152 shareholders (shareholder proxies) passed on-site and online voting at this meeting, representing 229,986,508 shares, accounting for 57.0622% of the company’s total voting shares.
In addition to the company's shareholders (shareholders' agents), those attending this meeting also included the company's directors, senior managers and the firm's attorneys.
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 company's announced meeting notice 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) "Company's 2025 Board of Directors Work Report"
Voting results: 229,735,708 shares were approved, accounting for 99.8909% of the voting shares held by all shareholders attending the meeting; 231,800 shares were opposed, accounting for 0.1007% of the voting shares held by all shareholders attending the meeting; 19,000 shares were abstained, accounting for 0.0084% of the voting shares held by all shareholders attending the meeting.
Voting result: Passed.
legal opinion
(2) "Proposal on the Profit Distribution Plan for 2025"
Voting results: 229,718,908 shares were approved, accounting for 99.8836% of the voting shares held by all shareholders attending the meeting; 250,500 shares were opposed, accounting for 0.1089% of the voting shares held by all shareholders attending the meeting; 17,100 shares were abstained, accounting for 0.0075% of the voting shares held by all shareholders attending the meeting.
Voting result: Passed.
(3) "Company's 2025 Annual Report and Summary"
Voting results: 229,734,408 shares were approved, accounting for 99.8903% of the voting shares held by all shareholders attending the meeting; 234,800 shares were opposed, accounting for 0.1020% of the voting shares held by all shareholders attending the meeting; 17,300 shares were abstained, accounting for 0.0077% of the voting shares held by all shareholders attending the meeting.
Voting result: Passed.
(4) "Proposal on Re-appointment of Accounting Firm"
Voting results: 229,731,708 shares were approved, accounting for 99.8892% of the voting shares held by all shareholders attending the meeting; 235,800 shares were opposed, accounting for 0.1025% of the voting shares held by all shareholders attending the meeting; 19,000 shares were abstained, accounting for 0.0083% of the voting shares held by all shareholders attending the meeting.
Voting result: Passed.
(5) Voting results of the "Proposal on the Company and its Holding Subsidiaries' Application for Comprehensive Credit Lines from Banks in 2026": 229,830,108 shares were approved, accounting for 99.9 of the voting shares held by all shareholders present at the meeting. 319%; 138,400 shares opposed, accounting for 0.0601% of the voting shares held by all shareholders attending the meeting; 18,000 shares abstained, accounting for 0.0080% of the voting shares held by all shareholders attending the meeting.
Voting result: Passed.
(6) "Proposal on Requesting the Shareholders' Meeting to Authorize the Board of Directors to Issue Stocks to Specific Objects through Simple Procedures"
Voting results: 229,724,708 shares were approved, accounting for 99.8861% of the voting shares held by all shareholders attending the meeting; 244,500 shares were opposed, accounting for 0.1063% of the voting shares held by all shareholders attending the meeting; 17,300 shares were abstained, accounting for 0.0076% of the voting shares held by all shareholders attending the meeting.
Voting result: Passed.
(7) "Proposal on Changing the Registered Capital and Business Scope and Amending the Articles of Association"
legal opinion
Voting results: 229,895,008 shares were approved, accounting for 99.9602% of the voting shares held by all shareholders attending the meeting; 74,200 shares were opposed, accounting for 0.0322% of the voting shares held by all shareholders attending the meeting; 17,300 shares were abstained, accounting for 0.0076% of the voting shares held by all shareholders attending the meeting.
Voting result: Passed.
(8) "Proposal on Confirming the 2025 Remuneration of the Company's Directors and Reviewing the 2026 Remuneration Plan"
Voting results: 6,855,412 shares were approved, accounting for 96.2904% of the voting shares held by all shareholders attending the meeting; 244,200 shares were opposed, accounting for 3.4300% of the voting shares held by all shareholders attending the meeting; 19,900 shares were abstained, accounting for 0.2796% of the voting shares held by all shareholders attending the meeting.
Voting result: Passed.
(9) "Proposal on Terminating the Implementation of the 2024 Restricted Stock Incentive Plan and Repurchasing and Cancellation of Related Restricted Stocks"
Voting results: 228,024,758 shares were approved, accounting for 99.9667% of the voting shares held by all shareholders attending the meeting; 58,500 shares were opposed, accounting for 0.0256% of the voting shares held by all shareholders attending the meeting; 17,300 shares were abstained, accounting for 0.0077% of the voting shares held by all shareholders attending the meeting.
Voting result: Passed.
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, the company separately counted the votes of small and medium-sized investor shareholders in Proposal 2, Proposal 4, Proposal 5, Proposal 6, Proposal 8 and Proposal 9, and separately disclosed the voting results. Related shareholders have abstained from voting.
After inspection, the above-mentioned proposals, except for the 6th, 7th and 9th proposals, are special resolution matters and must be reviewed and approved by more than two-thirds of the valid voting rights held by the shareholders (shareholder proxies) attending this meeting; all other proposals must be passed by more than half of the valid voting rights held by the shareholders (shareholder proxies) attending this meeting; among them, Proposals 8 and 9 involve the avoidance of voting by related shareholders; there are no proposals involving preference shareholders to participate in the voting.
To sum up, the voting procedures and results of this meeting are in compliance with laws, administrative regulations, rules and regulations.
legal opinion
The provisions of normative documents, "Shareholders' Meeting Rules" and "Articles of Association" are legal and valid.
4. Concluding observations
To sum up, our lawyers believe that the convening and convening procedures of this meeting of the company are in compliance with the provisions of laws, administrative regulations, rules, normative documents, "Rules of Shareholders' Meetings" and "Articles of Association". The qualifications of the convener of this meeting and those attending the meeting, as well as the voting procedures and voting results of this meeting are legal and valid. This legal opinion will take effect after it is signed by the witness lawyer and the person in charge of the firm and stamped by the firm.
[No text below]