Baicheng Pharmaceutical: Beijing Weiheng (Hangzhou) Law Firm’s Legal Opinion on the 2025 Annual Shareholders Meeting of Hangzhou Baicheng Pharmaceutical Technology Co., Ltd.
Beijing Weiheng (Hangzhou) Law Firm’s Notice on the 2025 Annual Shareholders’ Meeting of Hangzhou Baicheng Pharmaceutical Technology Co., Ltd.
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May 2026
Legal Opinion Beijing Weiheng (Hangzhou) Law Firm
About Hangzhou Baicheng Pharmaceutical Technology Co., Ltd.
2025 Annual Shareholders Meeting
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To: Hangzhou Baicheng Pharmaceutical Technology Co., Ltd.
In accordance with the Securities Law of the People's Republic of China, 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 other relevant laws, regulations, normative documents, and the Charter of Hangzhou Baicheng Pharmaceutical Technology Co., Ltd. According to the provisions of the "Articles of Association" (hereinafter referred to as the "Articles of Association") and the "Rules of Procedure for the Shareholders' Meeting of Hangzhou Baicheng Pharmaceutical Technology Co., Ltd.", Beijing Weiheng (Hangzhou) Law Firm (hereinafter referred to as the "Firm") accepted the entrustment of Hangzhou Baicheng Pharmaceutical Technology Co., Ltd. (hereinafter referred to as the "Company") to provide Issue legal opinions on matters such as the convening and holding procedures, qualifications of the convener, qualifications of attendees, voting procedures and voting results of the 2025 annual shareholders' meeting (hereinafter referred to as the "shareholders' meeting").
In order to issue this legal opinion, our lawyers reviewed the relevant documents and materials of the company's shareholders' meeting. Our lawyers have received the following guarantee from the company, that is, they have provided the materials that our lawyers believe are necessary to issue this legal opinion. The original materials, copies, photocopies and other materials, and oral testimony provided are all true, accurate and complete, and the relevant copies, photocopies and other materials are consistent with the original materials.
In this legal opinion, our lawyers only express opinions on the convening and convening procedures of this shareholders' meeting, the qualifications of the persons attending this shareholders' meeting and the convener, the voting procedures of the meeting and whether the voting results are in compliance with the provisions of the "Company Law" and other laws, regulations, normative documents and the "Articles of Association". We do not express opinions on the content of the motions reviewed at the meeting and the authenticity and accuracy of the facts or data expressed in such motions.
This legal opinion is only used for the legality of matters related to the company's shareholders' meeting and may not be used for any other purpose.
In accordance with the recognized business standards, ethics and diligence of the legal industry, our lawyers have verified and verified the relevant documents and facts provided by the company, and now issue the following legal opinions:
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1. Convening and convening procedures of this shareholders’ meeting
The company's fourth board of directors held its tenth meeting on April 23, 2026 and made a resolution to convene this shareholders' meeting. On April 24, 2026, it issued the "Hangzhou Baicheng Pharmaceutical Technology Co., Ltd.'s Notice on Convening 2025" through the designated information disclosure platform. "Notice of the Annual Shareholders' Meeting" (Announcement No.: 2026-013, hereinafter referred to as the "Meeting Notice"), which states the time, location, matters to be considered, voting methods, and attendees of the meeting.
This shareholders' meeting will be held through a combination of on-site voting and online voting. The on-site meeting will be held at 14:30 pm on May 15, 2026 at No. 159 Oasis Road, Linping Street, Linping District, Hangzhou City, Zhejiang Province; online voting is through the Shenzhen Stock Exchange trading system (voting time is 9:159:25, 9:3011:30 and 9:3011:30 on May 15, 2026) 13:0015:00), Shenzhen Stock Exchange Internet voting system (voting time is any time between 9:15 am and 3:00 pm on May 15, 2026). The time and place of the meeting shall comply with the contents of the "Meeting Notice".
After verification, our lawyers believe that the convening and convening procedures of this shareholders' meeting comply with the provisions of the "Company Law", "Shareholders' Meeting Rules" and other laws, regulations, normative documents and the "Articles of Association".
2. Qualifications of the convener and attendees of this shareholders’ meeting
(1) Convener of this shareholders’ meeting
According to the "Meeting Notice", this shareholders' meeting was convened by the company's board of directors, and the convener's qualifications are legal and valid.
(2) Shareholders attending this shareholders’ meeting
According to the "Meeting Notice", ordinary shareholders or their proxies who hold the company's shares on the equity registration date (i.e. May 11, 2026) have the right to attend this shareholders' meeting. That is, all shareholders with issued voting shares registered at the Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. at the close of the market in the afternoon on the equity registration date have the right to attend the shareholders' meeting and can entrust a proxy in writing to attend the meeting and participate in voting. The shareholder agent does not have to be a shareholder of the company.
- Shareholders and shareholders’ agents attending the on-site meeting
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According to the shareholder list as of the equity registration date of this shareholders' meeting, the identity certificates of shareholders and shareholder representatives attending this shareholders' meeting, the sign-in form of this shareholders' meeting and other relevant information, there are a total of 6 shareholders (including shareholders' agents) with voting rights who attended the on-site shareholders' meeting, and the total number of shares held is 39,359,800 shares, accounting for 36.2927% of the company's total voting shares.
- Shareholders voting online
According to the online voting results provided by Shenzhen Securities Information Co., Ltd. after the online voting of this shareholders' meeting and confirmed by the company, there were 48 shareholders who voted through the online system during the online voting time determined by this shareholders' meeting, holding a total of 3,005,835 shares, accounting for 2.7716% of the company's total voting shares. Our lawyers are unable to verify the qualifications of shareholders who vote online. As long as the qualifications of shareholders participating in online voting are in compliance with laws, regulations, normative documents and the Articles of Association, the relevant shareholders attending the meeting will be qualified.
(3) Other persons attending and attending this shareholders’ meeting
The company's directors, senior managers and the firm's witnessing lawyers attended or attended the shareholders' meeting on-site or online, and their qualifications to attend the meeting are legal and valid.
After verification, our lawyers believe that the qualifications of the convener of this shareholders' meeting and the qualifications of those attending the meeting are in compliance with the relevant provisions of the "Company Law", "Shareholders' Meeting Rules" and other laws, regulations, normative documents and the "Articles of Association", and are legal and valid.
3. Voting procedures and results of this shareholders’ meeting
(1) This shareholders' meeting reviewed and voted on the proposals listed in the "Meeting Notice".
(2) This shareholders’ meeting will be voted by a combination of on-site voting and online voting. The voting will be counted and supervised in accordance with relevant laws, regulations, normative documents and the Articles of Association. The shareholders and shareholders' agents who attended the on-site meeting did not raise any objection to the results of the on-site voting.
(3) After counting the voting results, the voting results of the resolutions reviewed at this shareholders’ meeting are as follows:
- Consider and approve the “Proposal on the 2025 Board of Directors Work Report”
Voting results: 42,328,446 shares agreed, accounting for
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99.9122% of the total number of shares holding (representing) valid voting rights; 13,889 shares objected, accounting for 0.0328% of the total number (representing) shares with valid voting rights held (representing) by shareholders (representatives of shareholders) attending this shareholders’ meeting; 23,300 shares abstained, accounting for 0.0550% of the total number of (representing) shares with valid voting rights held (representing) by shareholders (representatives) attending this shareholders’ meeting.
Among them, the voting results of small and medium-sized shareholders were: 2,968,746 shares were in favor, accounting for 98.7628% of the total number of shares with valid voting rights of small and medium-sized shareholders attending this shareholders’ meeting; 13,889 shares were opposed, accounting for 0.4621% of the total number of shares with valid voting rights of small and medium-sized shareholders attending this shareholders’ meeting; 23,300 abstentions shares, accounting for 0.7751% of the total number of shares with valid voting rights for small and medium-sized shareholders attending this shareholders' meeting.
- Consider and approve the “Proposal on the Company’s Profit Distribution Plan for 2025”
Voting results: 42,347,746 shares were in favor, accounting for 99.9578% of the total number of shares with valid voting rights held (representatives) by shareholders (shareholders’ agents) attending this shareholders’ meeting; 17,889 shares were opposed, accounting for 99.9578% of the total number of shares with valid voting rights held (representatives) by shareholders (shareholders’ agents) attending this shareholders’ meeting. 0.0422%; 0 shares abstained from voting, accounting for 0.0000% of the total number of shares with valid voting rights held (representative) by shareholders (shareholders’ agents) attending this shareholders’ meeting.
Among them, the voting status of small and medium-sized shareholders was as follows: 2,988,046 shares were approved, accounting for 99.4049% of the total number of shares with valid voting rights of small and medium-sized shareholders attending this shareholders' meeting; 17,889 shares were opposed, accounting for 0.5951% of the total number of shares with valid voting rights of small and medium-sized shareholders attending this shareholders' meeting; 0 shares were abstained, accounting for 0.0000% of the total number of shares with valid voting rights of small and medium-sized shareholders attending this shareholders' meeting.
- Considered and approved the "Proposal on Developing the "Remuneration and Performance Appraisal Management System for Directors and Senior Management"
Voting results: 42,337,746 shares agreed, accounting for 99.9342% of the total number of shares with valid voting rights held (representatives) by shareholders (shareholders’ agents) attending this shareholders’ meeting; 27,889 shares opposed, accounting for 99.9342% of the total number of shares with valid voting rights held (representatives) by shareholders (shareholders’ agents) attending this shareholders’ meeting. 0.0658%; 0 shares abstained from voting, accounting for 0.0000% of the total number of shares with valid voting rights held (representative) by shareholders (shareholder agents) attending this shareholders’ meeting.
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Among them, the voting status of small and medium-sized shareholders was as follows: 2,978,046 shares were approved, accounting for 99.0722% of the total number of shares with valid voting rights of small and medium-sized shareholders attending this shareholders' meeting; 27,889 shares were opposed, accounting for 0.9278% of the total number of shares with valid voting rights of small and medium-sized shareholders attending this shareholders' meeting; 0 shares were abstained, accounting for 0.0000% of the total number of shares with valid voting rights of small and medium-sized shareholders attending this shareholders' meeting.
- Considered and approved the “Proposal on the 2026 Remuneration Plan for the Company’s Directors”
Voting results: 2,974,046 shares were in favor, accounting for 98.9391% of the total number of shares with valid voting rights held (representatives) by shareholders (shareholders’ agents) attending this shareholders’ meeting; 31,889 shares were opposed, accounting for 98.9391% of the total number of shares with valid voting rights held (representatives) by shareholders (shareholders’ agents) attending this shareholders’ meeting. 1.0609%; 0 shares abstained from voting, accounting for 0.0000% of the total number of shares with valid voting rights held (representative) by shareholders (shareholders’ agents) attending this shareholders’ meeting.
Among them, the voting status of small and medium-sized shareholders was as follows: 2,974,046 shares were approved, accounting for 98.9391% of the total number of shares with valid voting rights of small and medium-sized shareholders attending this shareholders' meeting; 31,889 shares were opposed, accounting for 1.0609% of the total number of shares with valid voting rights of small and medium-sized shareholders attending this shareholders' meeting; 0 shares were abstained, accounting for 0.0000% of the total number of shares with valid voting rights of small and medium-sized shareholders attending this shareholders' meeting.
After verification, our lawyers believe that the voting procedures of this shareholders' meeting comply with the provisions of the "Company Law", "Shareholders' Meeting Rules" and other laws, regulations, normative documents and the "Articles of Association", and the voting results are legal and valid.
4. Conclusions
To sum up, our lawyers believe that the convening and convening procedures of this shareholders' meeting, the qualifications of the attendees and conveners, and the voting procedures of the meeting are all in compliance with the provisions of the "Company Law", "Shareholders' Meeting Rules" and other laws, regulations, normative documents and the "Articles of Association", and the voting results are legal and valid.
There are three original copies of this legal opinion, no duplicates, and it will take effect after being signed by our lawyers and stamped by our firm.
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Legal Opinion (This page is the signature page of "Legal Opinion of Beijing Weiheng (Hangzhou) Law Firm on the 2025 Annual Shareholders Meeting of Hangzhou Baicheng Pharmaceutical Technology Co., Ltd.")
Beijing Weiheng (Hangzhou) Law Firm (stamped)
Person in charge: Handling lawyer:
Rao Hongbin Sun Wande
Handling lawyer:
Jin Chong
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