Guangdong Xinda Law Firm’s Legal Opinion on the 2025 Annual Shareholders Meeting of Guangdong Marumi Biotechnology Co., Ltd.
Guangdong Xinda Law Firm Legal Opinion of Shareholders Meeting
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Guangdong Xinda Law Firm
About Guangdong Marumi Biotechnology Co., Ltd.
2025 Annual Shareholders Meeting
legal opinion
Xinda Hui Zi (2026) No. 176
To: Guangdong Marumi Biotechnology Co., Ltd.
Guangdong Cinda Law Firm (hereinafter referred to as "Cinda") accepted the entrustment of Guangdong Marumi Biotechnology Co., Ltd. (hereinafter referred to as "your company") and assigned lawyers to participate in your company's 2025 annual shareholders' meeting (hereinafter referred to as "this shareholders' meeting") and conducted necessary verification work. In accordance with the provisions of the Company Law of the People's Republic of China (hereinafter referred to as the "Company Law"), the Rules of Shareholders' Meetings of Listed Companies (hereinafter referred to as the "Shareholders' Meeting Rules") and your company's Articles of Association, and in accordance with the business standards, ethics and diligence recognized by the lawyer industry, we hereby issue legal opinions on the convening and holding procedures of this shareholders' meeting, the qualifications of the convener and attendees, voting procedures and voting results, etc.
1. Regarding the convening and convening of this shareholders’ meeting
Your company has published the "Notice of Guangdong Marubi Biotechnology Co., Ltd. on convening the 2025 Annual Shareholders Meeting" and "Guangdong Marubi Biotechnology Co., Ltd. on the 2025 Annual Shareholders Meeting" in the "Shanghai Securities News", "China Securities News", "Securities Times" and the Shanghai Stock Exchange website (www.sse.com.cn) on April 30, 2026 and May 14, 2026 respectively. "Announcement on Adding Temporary Proposals to the Annual Shareholders' Meeting", the meeting notice lists the time and place of the shareholders' meeting, the meeting method, matters to be considered, attendees, registration methods and other related matters.
Guangdong Xinda Law Firm Legal Opinion of Shareholders Meeting
At 14:30 pm on May 25, 2026, the on-site shareholders meeting of your company was held as scheduled in the conference room on the 11th floor of Marumi Building, No. 69 Xingang East Road, Haizhu District, Guangzhou, in accordance with the aforementioned notice, and was chaired by Sun Huaiqing, chairman of the board of directors of your company.
This shareholders' meeting will adopt a combination of on-site voting and online voting, providing shareholders with an online voting platform through the Shanghai Stock Exchange trading system and the Internet voting platform. The specific time for shareholders to vote online through the Shanghai Stock Exchange trading system is: 9:15-9:25, 9:30-11:30, 13:00-15:00 on May 25, 2026; the specific time for voting through the Shanghai Stock Exchange Internet voting platform is: 9:15-15:00 on May 25, 2026.
After verification by Cinda lawyers, the convening and procedures of this shareholders' meeting complied with the relevant provisions of the Company Law, the Rules of Shareholders' Meetings and the Articles of Association.
2. Regarding the convener of this shareholders’ meeting and the qualifications of those attending the meeting
(1) Convener of this shareholders’ meeting
As verified by Cinda lawyers, this shareholders' meeting was decided to be held by the 14th meeting of the fifth session of the board of directors of your company. The convener of this shareholders' meeting is your company's board of directors.
(2) Shareholders and authorized agents attending this shareholders’ meeting
A total of 9 shareholders and agents entrusted by shareholders attended the shareholders' meeting on site, representing 324,039,600 shares of your company with voting rights, accounting for 80.8079% of the total number of shares with voting rights of your company. Among them, a total of 7 small and medium-sized shareholders and shareholder proxies participated in the voting, representing 39,600 shares of your company with voting rights, accounting for 0.0099% of the total number of shares with voting rights of your company. Small and medium-sized shareholders refer to shareholders other than directors, senior managers of listed companies and shareholders who individually or collectively hold more than 5% of your company's shares.
As verified by Cinda lawyers, the qualifications of the above shareholders and their authorized proxies to attend this shareholders' meeting and exercise their voting rights are legal and valid.
According to data provided by Shanghai Securities Information Co., Ltd., a total of 147 shareholders effectively voted through the Shanghai Stock Exchange Shareholders Meeting online voting system and Internet voting platform, representing 12,711,067 shares of your company, accounting for 3.1698% of the total number of voting shares of your company. Among them, a total of 147 small and medium-sized shareholders and shareholder proxies participated in the voting, representing 12,711,067 shares of your company with voting rights, accounting for Guangdong Cinda Law Firm Legal Opinion of Shareholders Meeting
3.1698% of the company’s total voting shares.
The qualifications of the above shareholders who vote through online voting shall be verified by the Shanghai Stock Exchange Shareholders Meeting online voting system and Internet voting platform.
In summary, a total of 156 shareholders and shareholders' authorized agents participated in the on-site meeting and online voting, representing a total of 336,750,667 shares of your company with voting rights, accounting for 83.9777% of the company's total shares. Among them, a total of 154 small and medium-sized shareholders and shareholders' proxies participated in the voting, representing 12,750,667 shares of your company with voting rights, accounting for 3.1797% of the total number of shares with voting rights of your company.
(3) Other persons attending or attending this shareholders’ meeting
Other persons attending or attending this shareholders' meeting are the company's directors, board secretary, other senior managers and Cinda lawyers.
Cinda Lawyers believe that the above-mentioned persons are qualified to attend or attend this shareholders' meeting, and the qualifications of the convener of this shareholders' meeting are legal and valid.
3. Regarding the voting procedures and results of this shareholders’ meeting
As verified by Cinda Lawyers, the resolutions actually reviewed at this shareholders' meeting are consistent with those listed in the meeting notice and announcement. The resolutions reviewed this time are "The Company's 2025 Board of Directors Work Report", "The Company's 2025 Annual Profit Distribution Plan", "Proposal on Confirmation of Directors' Remuneration for 2025", "Proposal on Developing a "Remuneration Management System for Directors and Senior Managers"", and "Proposal on Re-appointment of the Accounting Firm for 2026", all of which are non-cumulative voting resolutions.
The on-site shareholders' meeting voted on the aforementioned proposals by registered voting, and the votes were counted and supervised in accordance with the procedures stipulated in the Articles of Association and the Rules of the Shareholders' Meeting. According to the online voting information of this shareholders’ meeting provided by SSE Information Network Co., Ltd. to your company, your company combined the results of on-site voting and online voting, and announced the voting results on the spot. The specific voting results are as follows:
- Review the "Company's 2025 Board of Directors Work Report"
The total number of shares with valid voting rights held by shareholders attending the meeting was 336,750,667; 336,543,467 shares were approved, accounting for 99.9384% of the total number of shares with valid voting rights held by shareholders attending the meeting; 174,100 shares were opposed, accounting for 0.0516% of the total number of shares with valid voting rights held by shareholders attending the meeting; 33,100 shares were abstained, accounting for 99.9384% of the total number of shares with valid voting rights held by shareholders attending the meeting; 33,100 shares were abstained, accounting for 99.9384% of the total number of shares with valid voting rights held by shareholders attending the meeting. Legal Opinion of Shareholders Meeting
0.0100% of the total number of shares with valid voting rights held.
- Review the "Company's Annual Profit Distribution Plan for 2025"
The total number of valid voting shares held by shareholders attending the meeting was 336,750,667; 336,546,467 shares were in favor, accounting for 99.9393% of the total number of valid voting shares held by shareholders attending the meeting; 172,400 shares were opposed, accounting for 0.0511% of the total number of valid voting shares held by shareholders attending the meeting; 31,800 abstentions shares, accounting for 0.0096% of the total number of shares with valid voting rights held by shareholders attending the meeting.
Among them, the voting results of small and medium-sized investors holding less than 5% of the shares are:
The total number of valid voting shares was 12,750,667 shares; 12,546,467 shares were in favor, accounting for 98.3985% of the total number of valid voting shares held by shareholders attending the meeting holding less than 5% of your company's shares; 172,400 shares were opposed, accounting for 1.3521% of the total number of valid voting shares held by shareholders attending the meeting holding less than 5% of your company's shares; 31,800 abstentions shares, accounting for 0.2494% of the total number of valid voting shares held by shareholders attending the meeting holding less than 5% of your company’s shares.
- Consider the "Proposal on Confirmation of Directors' Remuneration for 2025"
The total number of valid voting shares held by shareholders attending the meeting was 12,750,667; 12,498,667 shares were in favor, accounting for 98.0236% of the total number of valid voting shares held by shareholders attending the meeting; 182,600 shares were opposed, accounting for 1.4320% of the total number of valid voting shares held by shareholders attending the meeting; 69,400 abstentions shares, accounting for 0.5444% of the total number of shares with valid voting rights held by shareholders attending the meeting. Related shareholders Sun Huaiqing and Wang Xiaopu abstained from voting.
Among them, the voting results of small and medium-sized investors holding less than 5% of the shares are:
The total number of valid voting shares was 12,750,667; 12,498,667 shares were in favor, accounting for 98.0236% of the total number of valid voting shares held by shareholders who attended the meeting and held less than 5% of your company’s shares; 182,600 shares were opposed, accounting for 1.4320% of the total number of valid voting shares held by shareholders who attended the meeting and held less than 5% of your company’s shares; 69,400 abstained. shares, accounting for 0.5444% of the total number of valid voting shares held by shareholders attending the meeting holding less than 5% of your company's shares.
- Consider the "Proposal on Developing a Remuneration Management System for Directors and Senior Management"
The total number of valid voting shares held by shareholders attending the meeting was 336,750,667; 336,500,467 shares were in favor, accounting for 99.9257% of the total number of valid voting shares held by shareholders attending the meeting; 184,800 shares were opposed, accounting for 184,800 shares that were present at the Guangdong Xinda Law Firm Shareholders Meeting Legal Opinion
The total number of shares with valid voting rights held by shareholders attending the meeting was 0.0548%; 65,400 shares abstained from voting, accounting for 0.0195% of the total number of shares with valid voting rights held by shareholders attending the meeting.
- Consider the "Proposal on Re-appointment of the Accounting Firm for 2026"
The total number of valid voting shares held by shareholders attending the meeting was 336,750,667; 331,478,627 shares were in favor, accounting for 98.4344% of the total number of valid voting shares held by shareholders attending the meeting; 179,600 shares were opposed, accounting for 0.0533% of the total number of valid voting shares held by shareholders attending the meeting; 5,092,440 abstentions shares, accounting for 1.5123% of the total number of shares with valid voting rights held by shareholders attending the meeting.
Among them, the voting results of small and medium-sized investors holding less than 5% of the shares are:
The total number of valid voting shares was 12,750,667 shares; 7,478,627 shares were approved, accounting for 58.6528% of the total number of valid voting shares held by shareholders who attended the meeting and held less than 5% of your company's shares; 179,600 shares were opposed, accounting for 1.4086% of the total number of valid voting shares held by shareholders who attended the meeting and held less than 5% of your company's shares; abstained 5,092,440 shares, accounting for 39.9386% of the total number of shares with valid voting rights held by shareholders who attended the meeting and held less than 5% of your company’s shares.
Cinda lawyers believe that the voting procedures of this shareholders’ meeting comply with relevant laws and regulations, the “Shareholders’ Meeting Rules” and the “Articles of Association”, and the voting results are legal and valid.
4. Conclusions
To sum up, Cinda believes that the convening and convening procedures of your company’s shareholders’ meeting complied with relevant laws, administrative regulations, “Shareholders’ Meeting Rules” and “Articles of Association” and other provisions, the qualifications of the convener and attendees of the meeting are valid, and the voting procedures and voting results of this shareholders’ meeting are legal and valid.
Cinda agrees that this legal opinion will be announced together with other information disclosure materials of your company's shareholders' meeting.
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Guangdong Xinda Law Firm Legal Opinion of the Shareholders' Meeting (This page is the signature page of "Guangdong Xinda Law Firm's Legal Opinion on the 2025 Annual Shareholders' Meeting of Guangdong Marubi Biotechnology Co., Ltd.")
Guangdong Xinda Law Firm (stamped)
Person in charge: Signing attorney:
Li Zhong Chen Yuejuan Ye Min
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