Legal Opinion on Stellie’s First Extraordinary Shareholders’ Meeting in 2025
Beijing Jincheng Tongda Law Firm
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Proceedings of the first extraordinary shareholders’ meeting of Zhejiang Stell Pharmaceutical Co., Ltd. in 2025
legal opinion
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Beijing Jincheng Tongda Law Firm
About Zhejiang Stell Pharmaceutical Co., Ltd.
The first extraordinary shareholders’ meeting in 2025
legal opinion
Jin Zheng Fa Yi [2025] No. 1118 No. 0978
To: Zhejiang Stell Pharmaceutical Co., Ltd.
Beijing Jincheng Tongda Law Firm (hereinafter referred to as the "firm") accepted the engagement of Zhejiang Stellite Pharmaceutical Co., Ltd. (hereinafter referred to as "Stellite" or the "Company") and assigned its lawyers to attend the company's first extraordinary shareholders' meeting in 2025 (hereinafter referred to as the "shareholders' meeting") and issue legal opinions on matters related to the meeting.
Our lawyers are based on 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, the Rules of Shareholders' Meetings of Listed Companies (hereinafter referred to as the "Shareholders' Meeting Rules"), "Measures for the Administration of Law Firms Engaging in Securities Legal Business", "Law Firms' Securities Legal Practice Practice Rules (Trial)", etc. In accordance with the requirements of laws, regulations and normative documents and the provisions of the "Articles of Association of Zhejiang Stell Pharmaceutical Co., Ltd." (hereinafter referred to as the "Articles of Association"), the convening and convening procedures of this shareholders' meeting, the qualifications of the attendees, the qualifications of the convener, the voting procedures of the meeting, voting results and other important matters are verified, and this legal opinion is issued.
Our lawyers declare:
Our lawyers only express opinions on the convening and convening procedures of this shareholders’ meeting, the qualifications of the people attending the meeting, the qualifications of the convener, the voting procedures of the meeting, and the legality of the voting results. We do not express opinions on the content of the proposals considered by this shareholders’ meeting and the authenticity, accuracy and completeness of the facts or data expressed in such proposals;
Our lawyers have verified and verified the relevant matters involved in this shareholders’ meeting in accordance with the requirements of the “Shareholders’ Meeting Rules”. The concluding opinions issued are legal and accurate, and there are no false records, misleading statements or major omissions, and they shall bear corresponding legal responsibilities;
Jincheng Tongda Law Firm Legal Opinion
Our lawyers agree to use this legal opinion as an announcement material for the company’s current shareholders’ meeting, and to disclose it together with other documents that need to be announced.
This legal opinion can only be used by the company for the purpose of this shareholders’ meeting and may not be used for any other purpose without the written consent of the firm.
In accordance with the recognized business standards, ethics and diligence of the legal industry, our lawyers issued the following legal opinions:
1. Convening and convening procedures of this shareholders’ meeting
This shareholders' meeting was convened according to the resolution of the 18th meeting of the fifth session of the board of directors of the company, and the "Announcement of Zhejiang Starry Pharmaceutical Co., Ltd. on the Convening of the First Extraordinary General Meeting of Shareholders in 2025" (announcement number: 2025-048) (hereinafter referred to as the "Meeting Notice") was announced on the official website of the Shanghai Stock Exchange (www.sse.com.cn) and the company's designated media on October 31, 2025. The "Meeting Notice" has listed the method, time and place of the shareholders' meeting, online voting matters, matters to be considered at the meeting, attendees, meeting registration methods and other related matters.
(1) How to hold the meeting
This shareholders' meeting will be held through a combination of on-site voting and online voting. The company provides shareholders with an online voting platform through the Shanghai Stock Exchange trading system and the Internet voting system. The company's shareholders can exercise their voting rights on proposals through the above systems during online voting hours.
(2) Time and place of on-site meeting
The on-site meeting of this shareholders' meeting will be held at 14:30 on November 20, 2025 in the conference room of the company's administrative building, No. 9 Fengxi West Road, Modern Industrial Cluster District, Xianju County, Zhejiang Province, in a combination of on-site and online methods.
(3) Online voting time
The specific time for online voting through the Shanghai Stock Exchange trading system during trading hours is: 9:15-9:25, 9:30-11:30 and 13:00-15:00 on November 20, 2025;
The specific time for voting through the Shanghai Stock Exchange Internet voting system is: November 20, 2025 Jincheng Tongda Law Firm Legal Opinion
Any time between 9:15 and 15:00 on Sunday.
- Voting involving accounts related to margin financing and securities lending, refinancing business, agreed repurchase business, and Shanghai-Hong Kong Stock Connect investors shall be implemented in accordance with the "Shanghai Stock Exchange Self-Regulatory Guidelines for Listed Companies No. 1 - Standardized Operations" and other relevant regulations.
Our lawyers believe that the convening and procedures of this shareholders’ meeting comply with the requirements of the Company Law, the Rules of Shareholders’ Meetings and other relevant laws, regulations and normative documents, and comply with the relevant provisions of the Articles of Association.
2. Qualifications of persons attending the shareholders’ meeting and qualifications of the convener
(1) Personnel attending this shareholders’ meeting
According to the "Meeting Notice", the persons entitled to participate in this shareholders' meeting are all shareholders of the company registered with the Shanghai Branch of China Securities Depository and Clearing Co., Ltd. as of the afternoon closing of the equity registration date (November 14, 2025). Shareholders can entrust an agent in writing to attend the meeting and vote. The shareholder agent does not have to be a shareholder of the company.
A total of 263 shareholders attended this shareholders' meeting, representing 94,560,266 shares, accounting for 21.5689% of the company's total voting shares. Among them, a total of 3 shareholders attended on site and by communication, representing 91,412,238 shares, accounting for 20.8509% of the company's total voting shares; a total of 260 shareholders voted through the online voting system, representing 3,148,028 shares, accounting for 0.7181% of the company's total voting shares.
After review, the shareholders attending the shareholders' meeting on site have the corresponding qualifications and hold relevant shareholding certificates. The qualifications of shareholders who vote through the online voting system shall be verified by the online voting system provider. There was no duplication of on-site voting and online voting at this shareholders' meeting. In addition to shareholders, the company's current directors, supervisors, senior managers and the firm's witnessing lawyers attended or attended the shareholders' meeting.
(2) Convener of this shareholders’ meeting
The convener of this shareholders' meeting is the company's board of directors.
Our lawyers believe that on the premise that the qualifications of shareholders participating in online voting are in compliance with laws, regulations, normative documents and the "Articles of Association", the qualifications of the attendees of this shareholders' meeting and the qualifications of the convenor are in compliance with the legal opinions of Jincheng Tongda Law Firm and the requirements of the "Company Law", "Shareholders' Meeting Rules" and other relevant laws, regulations, normative documents and the relevant provisions of the "Articles of Association".
3. Proposals for this shareholders’ meeting
According to the "Meeting Notice", the proposals to be considered at this shareholders' meeting are: Proposal 1: Proposal on the renewal of the company's audit institution for 2025 Proposal 2: Proposal on the capital increase in wholly-owned subsidiaries
Proposal 3: Proposal on canceling the Board of Supervisors and amending the Articles of Association Proposal 3.01: Cancellation of the Board of Supervisors
Proposal 3.02: Adjust the size of the board of directors
Proposal 3.03: Revision of some articles of the company’s articles of association
Proposal 4: Proposal on formulating and revising some corporate governance systems Proposal 4.01: Rules of procedure for shareholders’ meetings
Proposal 4.02: Rules of Procedure for the Board of Directors
Proposal 4.03: Independent Director System
Proposal 4.04: Rules of Procedure for Special Meetings of Independent Directors
Proposal 4.05: Related party transaction management system
Proposal 4.06: Measures for the Management of Raised Funds
Proposal 4.07: Remuneration Management System for Directors and Senior Management
After review, the matters reviewed at this shareholders' meeting were consistent with the matters listed in the "Meeting Notice". No shareholders put forward new proposals beyond the above-mentioned matters, and there were no changes to the content of the proposals.
Voting procedures and voting results of this shareholders’ meeting This shareholders’ meeting will be conducted in accordance with the provisions of the Company Law, the Rules of Shareholders’ Meetings and the Articles of Association. Jincheng Tongda Law Firm Legal Opinion 1. The shareholders who attended the on-site meeting voted on the resolutions of this shareholders' meeting by registered ballot. The company monitored, verified and counted the votes in accordance with the provisions of laws, regulations and normative documents.
After the online voting, according to the online voting results provided by the online voting system, the company combined the results of the on-site voting and the online voting. The final voting results of this shareholders’ meeting are as follows: Proposal 1: Proposal on the renewal of the company’s audit agency for 2025.
93,675,542 shares agreed, accounting for 99.0643% of the total shares held by shareholders with voting rights present at the meeting; 837,844 shares opposed, accounting for 0.8860% of the total shares held by shareholders with voting rights present at the meeting; 46,880 shares abstained, accounting for 0.0497% of the total shares held by shareholders with voting rights present at the meeting.
Proposal 2: Proposal on increasing capital of wholly-owned subsidiaries
93,645,782 shares were approved, accounting for 99.0329% of the total shares held by shareholders with voting rights present at the meeting; 870,644 shares were opposed, accounting for 0.9207% of the total shares held by shareholders with voting rights present at the meeting; 43,840 shares were abstained, accounting for 0.0464% of the total shares held by shareholders with voting rights present at the meeting.
Proposal 3: Proposal on abolishing the Board of Supervisors and amending the Articles of Association
This motion will be reviewed and voted on item by item.
Proposal 3.01: Cancel the Supervisory Board
93,563,402 shares were approved, accounting for 98.9457% of the total shares held by shareholders with voting rights present at the meeting; 937,024 shares were opposed, accounting for 0.9909% of the total shares held by shareholders with voting rights present at the meeting; 59,840 shares were abstained, accounting for 0.0634% of the total shares held by shareholders with voting rights present at the meeting.
Proposal 3.02: Adjust the size of the board of directors
93,622,482 shares were approved, accounting for 99.0082% of the total shares held by shareholders with voting rights present at the meeting; 889,944 shares were opposed, accounting for 0.9411% of the total shares held by shareholders with voting rights present at the meeting; 47,840 shares were abstained, accounting for 0.0507% of the total shares held by shareholders with voting rights present at the meeting.
Proposal 3.03: Revision of some articles of the company’s articles of association
93,591,882 shares were approved, accounting for 98.9759% of the total shares held by shareholders with voting rights present at the meeting; 918,744 shares were opposed, accounting for 0.9715% of the total shares held by shareholders with voting rights present at the meeting; 49,640 shares were abstained, accounting for 0.0526% of the total shares held by shareholders with voting rights present at the meeting.
Proposal 4: Proposal on formulating and revising some corporate governance systems
This motion will be reviewed and voted on item by item.
Proposal 4.01: Rules of Procedure for Shareholders’ Meeting
93,680,142 shares were approved, accounting for 99.0692% of the total shares held by shareholders with voting rights present at the meeting; 828,544 shares were opposed, accounting for 0.8762% of the total shares held by shareholders with voting rights present at the meeting; 51,580 shares were abstained, accounting for 0.0546% of the total shares held by shareholders with voting rights present at the meeting.
Proposal 4.02: Rules of Procedure for the Board of Directors
93,679,942 shares were approved, accounting for 99.0690% of the total shares held by shareholders with voting rights present at the meeting; 828,544 shares were opposed, accounting for 0.8762% of the total shares held by shareholders with voting rights present at the meeting; 51,780 shares were abstained, accounting for 0.0548% of the total shares held by shareholders with voting rights present at the meeting.
Proposal 4.03: Independent Director System
93,243,682 shares were approved, accounting for 98.6076% of the total shares held by shareholders with voting rights present at the meeting; 1,273,404 shares were opposed, accounting for 1.3466% of the total shares held by shareholders with voting rights present at the meeting; 43,180 shares were abstained, accounting for 0.0458% of the total shares held by shareholders with voting rights present at the meeting.
Proposal 4.04: Rules of Procedure for Special Meetings of Independent Directors
93,237,682 shares were approved, accounting for 98.6013% of the total shares held by shareholders with voting rights present at the meeting; 1,272,904 shares were opposed, accounting for 1.3461% of the total shares held by shareholders with voting rights present at the meeting; 49,680 shares were abstained, accounting for 0.0526% of the total shares held by shareholders with voting rights present at the meeting.
Proposal 4.05: Related party transaction management system
93,712,042 shares were approved, accounting for 99.1029% of the total shares held by shareholders with voting rights present at the meeting; 805,944 shares were opposed, accounting for 0.8523% of the total shares held by shareholders with voting rights present at the meeting; 42,280 shares were abstained, accounting for 0.0448% of the total shares held by shareholders with voting rights present at the meeting.
Proposal 4.06: Measures for the Management of Raised Funds
Agree to 93,249,362 shares, accounting for 98.6136% of the total shares held by shareholders with voting rights present at the meeting; Legal opinion from Jincheng Tongda Law Firm
1,273,404 shares opposed, accounting for 1.3466% of the total shares held by shareholders with voting rights present at the meeting; 37,500 shares abstained, accounting for 0.0398% of the total shares held by shareholders with voting rights present at the meeting.
Proposal 4.07: Remuneration Management System for Directors and Senior Management
93,683,042 shares were approved, accounting for 99.0723% of the total shares held by shareholders with voting rights present at the meeting; 858,744 shares were opposed, accounting for 0.9081% of the total shares held by shareholders with voting rights present at the meeting; 18,480 shares were abstained, accounting for 0.0196% of the total shares held by shareholders with voting rights present at the meeting.
Proposal 3 among the above proposals is a special resolution proposal, which needs to be passed by more than two-thirds of the valid voting rights held by shareholders (including shareholders’ proxies) present at the shareholders’ meeting.
After review, this shareholders' meeting reviewed and approved all the above proposals.
Our lawyers believe that the voting procedures of this shareholders’ meeting comply with the requirements of the Company Law, the Rules of Shareholders’ Meetings and other relevant laws, regulations, normative documents, and the relevant provisions of the Articles of Association. The voting results of this shareholders’ meeting are legal and valid.
5. Conclusions
In summary, our lawyers believe that the convening and convening procedures of this shareholders’ meeting comply with the requirements of the Company Law, the Rules of Shareholders’ Meetings and other relevant laws, regulations and normative documents, and the relevant provisions of the Articles of Association; the qualifications of the persons attending the meeting, the qualifications of the convener, and the voting procedures comply with the requirements of the Company Law, the Rules of Shareholders’ Meetings and other relevant laws, regulations, normative documents, and the relevant provisions of the Articles of Association. The voting results of this shareholders’ meeting are legal and valid.
This legal opinion is made in duplicate and will take effect after being signed by our lawyers and stamped with our official seal.
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Person in charge: Handling lawyer:
Yang Chen: Zheng Huan:
Wang Chi:
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