Beijing Guofeng Law Firm’s Legal Opinion on the Second Extraordinary General Meeting of Shareholders of Beijing Kangchen Pharmaceutical Co., Ltd. in 2025
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Beijing Guofeng Law Firm
About Beijing Kangchen Pharmaceutical Co., Ltd.
The second extraordinary general meeting of shareholders in 2025
legal opinion
Guofeng Lugu Zi[2025]A0404
To: Beijing Kangchen Pharmaceutical Co., Ltd. (your company)
Beijing Guofeng Law Firm (hereinafter referred to as the "firm") accepted your company's entrustment and assigned lawyers to attend and witness your company's second extraordinary general meeting of shareholders in 2025 (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 Beijing Kangchen 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. 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 18th meeting of the fourth session of the Board of Directors of your company and convened by the Board of Directors. On August 12, 2025, the board of directors of your company publicly released the "Beijing Kangchen Pharmaceutical Co., Ltd. Co., Ltd.’s Notice on Convening the Second Extraordinary General Meeting of Shareholders in 2025 (hereinafter referred to as the “Meeting Notice”). The meeting notice states the time, place, convening method, matters to be considered, attendees, equity registration date, meeting registration method, etc. of the 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 at 11:00 am on August 27, 2025, in the company’s third conference room, Building 3, No. 7, Science Park Road, Zhongguancun Life Science Park, Changping District, Beijing, and was hosted by Mr. Liu Jianhua, 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, 9:30-11:30 and 13:00-15:00 on August 27, 2025; the specific time for voting through the Shanghai Stock Exchange Internet voting system is 9:15-15:00 on August 27, 2025.
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".
According to the relevant identification documents of shareholders attending the meeting on-site, the statistical results of online voting fed back by SSE Information Network Co., Ltd., the shareholder list as of the equity registration date of this meeting, and verified by your company and our lawyers, a total of 156 shareholders (shareholder proxies) passed on-site and online voting at this meeting, representing 64,448,060 shares, accounting for 40.4426% 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, supervisors, senior managers and our 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 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 Changing the Company's Registered Capital and Amending the Articles of Association"
64,327,360 shares were approved, accounting for 99.8127% of the effective voting rights held by shareholders (shareholder proxies) attending this meeting;
97,400 shares opposed, accounting for 0.1511% of the effective voting rights held by shareholders (shareholder proxies) attending this meeting; 23,300 shares abstained, accounting for 0.0362% of the effective voting rights held by shareholders (shareholder proxies) attending this meeting.
(2) Voted and approved the "Proposal on the Repurchase and Cancellation of Restricted Stocks that have been granted to some incentive targets but have not been released from sale and the adjustment of the repurchase price"
64,344,660 shares were approved, accounting for 99.8395% of the effective voting rights held by shareholders (shareholder proxies) attending this meeting;
90,300 shares objected, accounting for 0.1401% of the effective voting rights held by shareholders (shareholder proxies) attending this meeting; 13,100 shares abstained, accounting for 0.0204% of the effective voting rights held by shareholders (shareholder proxies) attending this meeting.
Our lawyers, on-site elected shareholder representatives and supervisor representatives are jointly responsible for counting and supervising 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.
After verification, the above-mentioned proposal (1) was passed by more than two-thirds of the valid voting rights held by the shareholders (shareholder proxies) attending this meeting, and the above-mentioned proposal (2) was passed by more than half of the valid voting rights held by the shareholders (shareholder proxies) present at this meeting.
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, "Rules of Shareholders' Meetings of Listed Companies" 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 is made in duplicate.