Tebao Biotechnology: Legal Opinion of the 2025 Annual Shareholders Meeting
About Shanghai AllBright (Shenzhen) Law Firm
Xiamen Tebao Bioengineering Co., Ltd. 2025 Annual Shareholders Meeting
of
legal opinion
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Shanghai AllBright (Shenzhen) Law Firm Legal Opinion
Shanghai AllBright (Shenzhen) Law Firm
About Xiamen Tebao Bioengineering Co., Ltd.
2025 Annual Shareholders Meeting
of
legal opinion
To: Xiamen Tebao Bioengineering Co., Ltd.
According to the entrustment of Xiamen Tebao Bioengineering Co., Ltd. (hereinafter referred to as "your company" or "company"), and in accordance 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") and other laws, administrative regulations and the "Xiamen Special According to the provisions of the Articles of Association of Xiamen Tebao Bioengineering Co., Ltd. (hereinafter referred to as the "Articles of Association") and the Rules of Procedure for the Shareholders' Meeting of Xiamen Tebao Bioengineering Co., Ltd. (hereinafter referred to as the "Rules of Procedure for the Shareholders' Meeting"), Shanghai AllBright (Shenzhen) Law Firm (hereinafter referred to as the "Firm") appointed a lawyer to witness the company The 2025 annual shareholders' meeting (hereinafter referred to as the "shareholders' meeting"), hereby issues this legal opinion on matters related to the company's shareholders' meeting.
The Firm agrees to announce this legal opinion together with the resolution of your company's shareholders' meeting, and assumes corresponding responsibilities for the legal opinions issued by the Firm in accordance with the law.
Our lawyers only express opinions on the convening and convening procedures of this shareholders' meeting, the qualifications of the convener of this shareholders' meeting and those attending the meeting, the voting procedures and voting results of this shareholders' meeting, and do not express opinions on the content of the proposals considered at the meeting itself. This legal opinion is only for the purpose of this shareholders' meeting of your company.
In accordance with the requirements of relevant laws and regulations, and in accordance with the recognized business standards, ethics and diligence of the legal industry, our lawyers have verified and verified the relevant information and facts of this shareholders’ meeting. Based on our lawyers’ understanding of the facts and understanding of the law, we hereby issue the following legal opinions:
1. Convening and convening procedures of this shareholders’ meeting
Shanghai AllBright (Shenzhen) Law Firm Legal Opinion
(1) Convening of this shareholders’ meeting
The 17th meeting of the ninth board of directors of your company passed a resolution to hold this shareholders’ meeting at 14:00 on April 22, 2026 in your company’s conference room.
On March 27, 2026, the board of directors of your company published "Xiamen Tebao Bioengineering Co., Ltd.'s Notice on the Convening of 2025" in "China Securities Journal", "Securities Times", "Securities Daily" and the website of the Shanghai Stock Exchange (https://www.sse.com.cn) "Notice of the Annual Shareholders' Meeting" (hereinafter referred to as the "Meeting Notice"). The meeting notice states the convener of the shareholders' meeting, voting method, time and place of the meeting, equity registration date, attendees of the meeting, matters to be considered at the meeting, meeting registration method, meeting affairs contact information, etc. Since this shareholders' meeting will be voted by a combination of on-site voting and online voting, the company also made clear instructions on the voting time, voting procedures and other relevant matters of online voting in the announcement.
(2) Convening of this shareholders’ meeting
This shareholders’ meeting will be conducted through a combination of on-site meetings and online voting.
This shareholders’ meeting will be held in the company’s conference room from 14:00 on April 22, 2026. Your company’s chairman Sun Li is unable to preside over the meeting due to official duties. As recommended by more than half of the company’s directors present at the meeting, this meeting will be chaired by director Lai Liping.
Investors can vote online through the Shanghai Stock Exchange Shareholders Meeting online voting system. The voting time through the trading system voting platform is 9:15-9:25, 9:30-11:30, 13:00-15:00 on April 22, 2026; the voting time through the Internet voting platform is 9:15-15:00 on April 22, 2026.
After verification, the actual time, location and resolutions reviewed by your company's shareholders' meeting were consistent with those stated in the meeting notice. The convening and convening procedures of your company's shareholders' meeting complied with the provisions of the Company Law, Articles of Association and Rules of Procedure for Shareholders' Meetings.
2. Qualifications of the convener and attendees of this shareholders’ meeting
(1) Qualifications of the convener of this shareholders’ meeting
According to the meeting notice of this shareholders’ meeting, this shareholders’ meeting was convened by the board of directors of your company. The qualifications of the convener shall comply with the provisions of the Company Law and the Articles of Association.
(2) Qualifications of attendees of this shareholders’ meeting
Shanghai AllBright (Shenzhen) Law Firm Legal Opinion
According to the meeting notice of this shareholders' meeting, the persons entitled to attend this shareholders' meeting are all shareholders holding the company's shares registered with the Shanghai Branch of China Securities Depository and Clearing Co., Ltd. as of the closing of the Shanghai Stock Exchange on the afternoon of April 15, 2026, or their entrusted agents, your company's directors, senior managers, and witness lawyers assigned by this firm.
- Shareholders or shareholders’ agents attending this shareholders’ meeting
After verification, a total of 12 shareholders and shareholders' proxies attended the shareholders' meeting on site, representing 15,599,875 shares of the company with voting rights, accounting for 3.8217% of the company's total share capital.
According to the information provided to the company by SSE Information Network Co., Ltd., during the online voting time, a total of 149 shareholders voted effectively through the Internet, representing 242,865,896 shares of the company with voting rights, accounting for 59.4983% of the company’s total share capital. The above shareholders who vote through online voting will have their shareholder identities verified by the identity verification agency of the Shanghai Stock Exchange.
A total of 161 shareholders attended the shareholders' meeting on site and online, representing 258,465,771 voting shares of the company, accounting for 63.32% of the company's total share capital.
- Other persons attending or attending this shareholders’ meeting
Among the people attending and attending this shareholders' meeting are your company's directors, senior managers and lawyers of our firm.
After verification by our lawyers, the shareholders or shareholders' agents and other persons attending this shareholders' meeting complied with the provisions of the Company Law, the Articles of Association, and the Rules of Procedure for the Shareholders' Meeting. Such shareholders or shareholders' agents have the right to review and vote on the resolutions of this shareholders' meeting. The qualifications of everyone attending this shareholders' meeting are legal and valid.
3. Voting procedures and results of this shareholders’ meeting
(1) Voting procedures for this shareholders’ meeting
This shareholders' meeting reviewed the proposals listed in the meeting notice, and voted on the proposals under consideration through a combination of on-site voting and online voting. On-site voting will be counted and scrutinized in accordance with the procedures stipulated in the Articles of Association and the Rules of Procedure of the Shareholders' Meeting. According to the online voting statistics table for this shareholder meeting provided by SSE Information Network Co., Ltd. to the company, the company combined the results of on-site voting and online voting after the online voting closed. The host of the meeting announced the voting situation and results of the motion based on the statistical results of the legal opinions of Shanghai AllBright (Shenzhen) Law Firm and online voting.
(2) Voting results of this shareholders’ meeting
According to the voting conducted by your company’s shareholders or shareholders’ proxies and the statistics of the voting results of this shareholders’ meeting, the voting results of the shareholders or shareholders’ proxies who participated in this shareholders’ meeting on the resolutions reviewed at this shareholders’ meeting are as follows:
- "Proposal on the Company's 2025 Board of Directors Work Report"
Voting results: 258,321,401 shares were in favor, accounting for 99.9441% of the shares held by all shareholders attending the meeting; 138,794 shares were opposed, accounting for 0.0536% of the shares held by all shareholders attending the meeting; 5,576 shares were abstained, accounting for 0.0023% of the shares held by all shareholders attending the meeting.
Voting result: Passed.
- "Proposal on the Company's 2025 Annual Report and its Summary"
Voting results: 258,316,560 shares were in favor, accounting for 99.9422% of the shares held by all shareholders attending the meeting; 140,732 shares were opposed, accounting for 0.0544% of the shares held by all shareholders attending the meeting; 8,479 shares were abstained, accounting for 0.0034% of the shares held by all shareholders attending the meeting.
Voting result: Passed.
- "Proposal on the Company's Profit Distribution Plan for 2025"
Voting results: 258,307,446 shares were in favor, accounting for 99.9387% of the shares held by all shareholders attending the meeting; 156,029 shares were opposed, accounting for 0.0603% of the shares held by all shareholders attending the meeting; 2,296 shares were abstained, accounting for 0.0010% of the shares held by all shareholders attending the meeting.
Among them, the voting results of small and medium-sized investors (referring to shareholders other than the company’s directors, senior managers and shareholders who individually or collectively hold more than 5% of the company’s shares) were as follows: 8,051,913 shares were approved, accounting for 98.0716% of the shares held by small and medium-sized investors attending the meeting; 156,029 shares were opposed, accounting for 1.9004% of the shares held by small and medium-sized investors attending the meeting; 2,296 abstentions shares, accounting for 0.0280% of the shares held by small and medium investors attending the meeting.
Voting result: Passed.
- "Proposal on Re-appointment of Accounting Firm"
Shanghai AllBright (Shenzhen) Law Firm Legal Opinion
Voting results: 258,320,703 shares were in favor, accounting for 99.9438% of the shares held by all shareholders attending the meeting; 137,169 shares were opposed, accounting for 0.0530% of the shares held by all shareholders attending the meeting; 7,899 shares were abstained, accounting for 0.0032% of the shares held by all shareholders attending the meeting.
Among them, the voting results of small and medium-sized investors (referring to shareholders other than the company’s directors, senior managers and shareholders who individually or collectively hold more than 5% of the company’s shares) were as follows: 8,065,170 shares were approved, accounting for 98.2330% of the shares held by small and medium-sized investors attending the meeting; 137,169 shares were opposed, accounting for 1.6707% of the shares held by small and medium-sized investors attending the meeting; 7,899 abstentions shares, accounting for 0.0963% of the shares held by small and medium investors attending the meeting.
Voting result: Passed.
- "Proposal on the Remuneration Plan for the Company's Directors and Senior Management"
Voting results: 73,231,597 shares were approved, accounting for 99.7564% of the number of valid voting rights held by all shareholders attending the meeting; 159,456 shares were opposed, accounting for 0.2172% of the number of valid voting rights held by all shareholders attending the meeting; 19,299 shares were abstained, accounting for 0.0264% of the number of valid voting rights held by all shareholders attending the meeting. Shareholders who are related to this proposal abstained from voting.
Among them, the voting results of small and medium-sized investors (referring to shareholders other than the company’s directors, senior managers and shareholders who individually or collectively hold more than 5% of the company’s shares) were: 8,031,483 shares were approved, accounting for 97.8227% of the shares held by small and medium-sized investors attending the meeting; 159,456 shares were opposed, accounting for 1.9421% of the shares held by small and medium-sized investors attending the meeting; 19,299 abstentions shares, accounting for 0.2352% of the shares held by small and medium investors attending the meeting.
Voting result: Passed.
- "Proposal on Amending the Remuneration Management System for Directors and Senior Management"
Voting results: 258,289,169 shares were in favor, accounting for 99.9316% of the shares held by all shareholders attending the meeting; 147,490 shares were opposed, accounting for 0.0570% of the shares held by all shareholders attending the meeting; 29,112 shares were abstained, accounting for 0.0114% of the shares held by all shareholders attending the meeting.
Voting result: Passed.
- "Proposal on Amending the Articles of Association"
Voting results: 256,534,638 shares were approved, accounting for 99.2528% of the shares held by all shareholders attending the meeting; 1,925,137 shares were opposed, accounting for 0.7448% of the shares held by all shareholders attending the meeting; 5,996 shares were abstained, accounting for 0.0024% of the shares held by all shareholders attending the meeting.
Among them, the voting results of small and medium-sized investors (referring to shareholders other than the company’s directors, senior managers and shareholders who individually or collectively hold more than 5% of the company’s shares) were: 6,279,105 shares were approved, accounting for 76.4789% of the shares held by small and medium-sized investors attending the meeting; 1,925,137 shares were opposed, accounting for 23.4480% of the shares held by small and medium-sized investors attending the meeting; 5,996 abstained. shares, accounting for 0.0731% of the shares held by small and medium investors attending the meeting.
Voting result: Passed.
After verification and verification by our lawyers, the voting procedures and results of this shareholders' meeting complied with the provisions of the Company Law, the Articles of Association, and the Rules of Procedure of the Shareholders' Meeting; your company's shareholders and the audit committee did not propose new proposals at this shareholders' meeting; the above proposals were reviewed and approved by the shareholders or shareholders' agents who attended this shareholders' meeting. The voting procedures and results of this shareholders' meeting are legal and valid.
4. Conclusions
In summary, our lawyers believe that the convening and procedures of your company’s shareholders’ meeting complied with the provisions of the Company Law, Articles of Association, and Rules of Procedure for Shareholders’ Meetings. The qualifications of the convener and attendees of this shareholders’ meeting are legal and valid. The voting procedures and voting results of this shareholders’ meeting are legal and valid.
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Legal Opinion of Shanghai AllBright (Shenzhen) Law Firm (This page has no text, it is the signature page of "Legal Opinion of Shanghai AllBright (Shenzhen) Law Firm on the 2025 Annual Shareholders Meeting of Xiamen Tebao Bioengineering Co., Ltd.")
Shanghai AllBright (Shenzhen) Law Firm Lawyer:
Xie Daoyu
Person in charge: Handling lawyer:
Song Zheng Cui Xiao
2026 month day