Blue Sail Medical: Legal Opinion from Shanghai AllBright (Qingdao) Law Firm on the 2025 Annual Shareholders Meeting of Blue Sail Medical Co., Ltd.
Shanghai AllBright (Qingdao) Law Firm’s Notice on the 2025 Annual Shareholders Meeting of Lansail Medical Co., Ltd.
legal opinion
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Shanghai AllBright (Qingdao) Law Firm
About Blue Sail Medical Co., Ltd.
2025 Annual Shareholders Meeting
legal opinion
Zhilanfan Medical Co., Ltd.:
Shanghai AllBright (Qingdao) Law Firm (hereinafter referred to as the "Firm") accepted the entrustment of Blue Sail Medical Co., Ltd. (hereinafter referred to as the "Company" or "Lan Sail Medical") and appointed lawyers Jin Ruyue and Ran Lingshuai to attend the 2025 Annual Shareholders' Meeting held by the company on May 20, 2026 (hereinafter referred to as the "Shareholders' Meeting"). Now 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"), the Rules of Shareholders' Meetings of Listed Companies (hereinafter referred to as the "Shareholders' Meeting Rules"), and the Shenzhen Stock Exchange's Self-Discipline Supervision Guidelines for Listed Companies No. No. 1 - Standardized Operation of Main Board Listed Companies" and other laws, administrative regulations and normative documents as well as the "Articles of Association of Lansail Medical Co., Ltd." (hereinafter referred to as the "Articles of Association"). This legal opinion is issued on whether the convening and convening procedures of this shareholders' meeting comply with the provisions of laws, administrative regulations, normative documents and the "Articles of Association", whether the qualifications of the people attending the meeting and the qualifications of the convener are legal and valid, and whether the voting procedures and voting results are legal and valid.
In order to issue this legal opinion, our lawyers reviewed the matters involved in this shareholders' meeting, reviewed the documents and information that our lawyers believed were necessary to issue this legal opinion, and conducted necessary verification and verification of relevant issues.
The Exchange agrees to announce this legal opinion together with the resolutions of this shareholders’ meeting, and assumes corresponding legal responsibilities for the legal opinions issued in accordance with the law.
Based on their knowledge of the relevant facts and understanding of the law, and in accordance with the recognized business standards, ethics and diligence of the legal industry, our lawyers issue the following legal opinions:
1. Convening and convening procedures of this shareholders’ meeting
(1) Convening of this shareholders’ meeting
On April 27, 2026, the company held the 42nd meeting of the sixth board of directors and decided to convene this shareholders' meeting.
Shanghai AllBright (Qingdao) Law Firm Legal Opinion
On April 29, 2026, the company's board of directors issued the "Notice on Convening the 2025 Annual Shareholders' Meeting" through cninfo.com. The aforementioned meeting notice specified the convener of this shareholders' meeting, the date and time of the shareholders' meeting (including the date and time of the on-site meeting and the date and time of online voting), the convening method, the equity registration date, the attendees, the meeting location, the matters to be considered at the meeting, the on-site meeting registration method, the specific operating procedures for participating in online voting, the meeting contact person and contact information, and "as of All shareholders of the company registered at the Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. on the afternoon of May 13, 2026. The above-mentioned shareholders can attend the shareholders' meeting in person or entrust a proxy in writing to attend the meeting and vote. The shareholder's proxy does not need to be a shareholder of the company.
(2) Convening of this shareholders’ meeting
The on-site meeting of the shareholders' meeting was held as scheduled in accordance with the aforementioned announcement at 14:00 on May 20, 2026 in the first conference room of Lanfan Medical Office Center, No. 48, Yinuo Road, Jixia Street, Linzi District, Zibo City, Shandong Province, and was chaired by Chairman Liu Wenjing.
This shareholders' meeting will be held through a combination of on-site voting and online voting. The specific time for online voting through the Shenzhen Stock Exchange trading system for this shareholders' meeting is May 20, 2026, from 9:15 to 9:25, 9:30 to 11:30, and 13:00 to 15:00; the specific time for voting through the Shenzhen Stock Exchange's Internet voting system is any time between 9:15 am and 15:00 pm on May 20, 2026.
After verification by our lawyers, the company's board of directors convened this shareholders' meeting in accordance with the relevant provisions of the "Company Law" and other laws, regulations, normative documents and the "Articles of Association", and announced the time of the shareholders' meeting within the prescribed time limit in the information disclosure media designated by the "Articles of Association" The actual time, location and other matters of this shareholders’ meeting were consistent with those disclosed in the “Notice on Convening the 2025 Annual Shareholders’ Meeting”.
In summary, our lawyers believe that the convening and procedures of this shareholders’ meeting comply with the provisions of the Company Law, the Rules of Shareholders’ Meetings and the Articles of Association.
2. Qualifications of the convener of this shareholders’ meeting and those attending the meeting
(1) This shareholders’ meeting is convened by the company’s board of directors.
(2) Personnel attending this shareholders’ meeting
After verification of the identity certificates, power of attorney and shareholder registration materials of the shareholders and shareholders' agents who attended this shareholders' meeting, a total of 18 shareholders and shareholder representatives attended the on-site meeting of shareholders, all of whom are all shareholders registered in the Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. Shenzhen Branch as of the market close on the afternoon of May 13, 2026. These shareholders hold shares of the company. 298,444,506 shares, accounting for 29.7943% of the company’s total shares.
According to the statistical results provided by Shenzhen Securities Information Co., Ltd., a total of 338 shareholders participated in this shareholders' meeting through online voting, representing 20,762,642 shares, accounting for 2.0728% of the company's total shares. The qualifications of the above-mentioned shareholders participating in online voting have been certified by the Shenzhen Stock Exchange trading system and Internet voting system.
Accordingly, a total of 356 shareholders and shareholder representatives attended the on-site meeting and voted online, representing 319,207,148 shares, accounting for 31.8670% of the company's total shares. Among them, a total of 347 small and medium-sized investors participated in this meeting on-site and online, owning and representing 71,370,858 shares, accounting for 7.1251% of the company's total shares.
(3) Also attending and attending the on-site shareholders’ meeting were some of the company’s directors, senior managers and lawyers of the firm (some directors and senior managers participated in the meeting through the video conferencing system).
After verification by our lawyers, the qualifications of the convener and attendees of this shareholders’ meeting comply with the relevant provisions of the Company Law, the Rules of Shareholders’ Meetings and the Articles of Association, and are legal and valid.
3. Proposals of this shareholders’ meeting
(1) "Proposal on the <2025 Board of Directors Report>"
(2) "Proposal on <2025 Annual Report and Summary>"
(3) "Plan on the Company's Profit Distribution in 2025"
(4) "Proposal on the "2025 Internal Control Self-Evaluation Report"
(5) "Proposal on the Remuneration Plan for Directors and Senior Management in 2026"
Remuneration plan for non-independent directors
Remuneration plan for independent directors
Senior management compensation plan
(6) "Proposal on Formulating the "Remuneration Management System for Directors and Senior Management Personnel"
(7) "Proposal on Requesting the Shareholders' Meeting to Authorize the Board of Directors to Handle the Issuance of Stocks to Specific Objects through Simple Procedures"
Shanghai AllBright (Qingdao) Law Firm Legal Opinion
After verification by our lawyers, the resolutions reviewed at this shareholders' meeting are consistent with the resolutions listed in the notice of shareholders' meeting. There is no situation in this shareholders' meeting to modify the resolutions listed in the notice of shareholders' meeting.
4. Voting procedures and results of this shareholders’ meeting
This shareholders' meeting reviewed and voted on the proposals included on the agenda through a combination of on-site voting and online voting, and neither was shelved or voted on for any reason. Among them, the shareholders who attended the on-site meeting voted on the proposals item by item by written vote; the votes were counted and supervised by the shareholder representatives and the lawyers of the firm. After the online voting of this meeting ended, Shenzhen Securities Information Co., Ltd. provided the company with the voting rights and voting results statistics of the online voting of this shareholders’ meeting.
After combining the results of on-site voting and online voting, the voting results are as follows:
(1) "Proposal on the <2025 Board of Directors Report>"
Voting results: 315,616,256 shares were approved, accounting for 98.8751% of the shares with valid voting rights held by shareholders attending the meeting; 3,107,235 shares were opposed, accounting for 0.9734% of the shares with valid voting rights held by shareholders attending the meeting; 483,657 shares were abstained, accounting for 0.1515% of the shares with valid voting rights held by shareholders attending the meeting.
Among them, the voting results of small and medium-sized investors were: 67,779,966 shares were approved, accounting for 94.9687% of the shares with valid voting rights held by small and medium-sized shareholders attending the meeting; 3,107,235 shares were opposed, accounting for 4.3536% of the shares with valid voting rights held by small and medium-sized shareholders attending the meeting; 483,657 abstentions shares, accounting for 0.6777% of the valid voting shares held by small and medium-sized shareholders attending the meeting.
(2) "Proposal on <2025 Annual Report and Summary>"
Voting results: 315,619,256 shares were approved, accounting for 98.8760% of the shares with valid voting rights held by shareholders attending the meeting; 3,104,235 shares were opposed, accounting for 0.9725% of the shares with valid voting rights held by shareholders attending the meeting; 483,657 shares were abstained, accounting for 0.1515% of the shares with valid voting rights held by shareholders attending the meeting.
Among them, the voting results of small and medium-sized investors were: 67,782,966 shares were approved, accounting for 94.9729% of the shares with valid voting rights held by small and medium-sized shareholders attending the meeting; 3,104,235 shares were opposed, accounting for 4.3494% of the shares with valid voting rights held by small and medium-sized shareholders attending the meeting; 483,657 abstentions shares, accounting for 0.6777% of the valid voting shares held by small and medium-sized shareholders attending the meeting.
(3) "Plan on the Company's Profit Distribution in 2025"
Shanghai AllBright (Qingdao) Law Firm Legal Opinion
Voting results: 313,328,620 shares were approved, accounting for 98.1584% of the shares with valid voting rights held by shareholders attending the meeting; 5,570,771 shares were opposed, accounting for 1.7452% of the shares with valid voting rights held by shareholders attending the meeting; 307,757 shares were abstained, accounting for 0.0964% of the shares with valid voting rights held by shareholders attending the meeting.
Among them, the voting results of small and medium-sized investors were: 65,492,330 shares were approved, accounting for 91.7634% of the shares with valid voting rights held by small and medium-sized shareholders attending the meeting; 5,570,771 shares were opposed, accounting for 7.8054% of the shares with valid voting rights held by small and medium-sized shareholders attending the meeting; 307,757 abstentions shares, accounting for 0.4312% of the valid voting shares held by small and medium-sized shareholders attending the meeting.
(4) "Proposal on the "2025 Internal Control Self-Evaluation Report"
Voting results: 315,376,320 shares were approved, accounting for 98.7999% of the shares with valid voting rights held by shareholders attending the meeting; 3,322,771 shares were opposed, accounting for 1.0409% of the shares with valid voting rights held by shareholders attending the meeting; 508,057 shares were abstained, accounting for 0.1592% of the shares with valid voting rights held by shareholders attending the meeting.
Among them, the voting results of small and medium-sized investors were: 67,540,030 shares were approved, accounting for 94.6325% of the shares with valid voting rights held by small and medium-sized shareholders attending the meeting; 3,322,771 shares were opposed, accounting for 4.6556% of the shares with valid voting rights held by small and medium-sized shareholders attending the meeting; 508,057 abstentions shares, accounting for 0.7119% of the valid voting shares held by small and medium-sized shareholders attending the meeting.
(5) "Proposal on the Remuneration Plan for Directors and Senior Management in 2026"
- Remuneration plan for non-independent directors
Voting results: 67,087,280 shares were approved, accounting for 93.7587% of the shares with valid voting rights held by shareholders attending the meeting; 4,337,072 shares were opposed, accounting for 6.0613% of the shares with valid voting rights held by shareholders attending the meeting; 128,756 shares were abstained, accounting for 0.1799% of the shares with valid voting rights held by shareholders attending the meeting.
Among them, the voting results of small and medium-sized investors were: 66,905,030 shares were approved, accounting for 93.7428% of the shares with valid voting rights held by small and medium-sized shareholders attending the meeting; 4,337,072 shares were opposed, accounting for 6.0768% of the shares with valid voting rights held by small and medium-sized shareholders attending the meeting; 128,756 abstentions shares, accounting for 0.1804% of the valid voting shares held by small and medium-sized shareholders attending the meeting.
The shareholders Zibo Lanfan Investment Co., Ltd., Liu Wenjing, Li Zhenping, Zhong Shuqiao, Yu Suhua and Zhao Min are related shareholders in this matter and therefore abstained from voting. These shareholders hold 247,654,040 shares with valid voting rights.
- Remuneration plan for independent directors
Shanghai AllBright (Qingdao) Law Firm Legal Opinion
Voting results: 314,740,920 shares were approved, accounting for 98.6008% of the shares with valid voting rights held by shareholders attending the meeting; 4,336,272 shares were opposed, accounting for 1.3585% of the shares with valid voting rights held by shareholders attending the meeting; 129,956 shares were abstained, accounting for 0.0407% of the shares with valid voting rights held by shareholders attending the meeting.
Among them, the voting results of small and medium-sized investors were: 66,904,630 shares were approved, accounting for 93.7422% of the shares with valid voting rights held by small and medium-sized shareholders attending the meeting; 4,336,272 shares were opposed, accounting for 6.0757% of the shares with valid voting rights held by small and medium-sized shareholders attending the meeting; 129,956 abstentions shares, accounting for 0.1821% of the valid voting shares held by small and medium-sized shareholders attending the meeting.
- Senior management compensation plan
Voting results: 313,916,470 shares were approved, accounting for 98.5717% of the shares with valid voting rights held by shareholders attending the meeting; 4,402,972 shares were opposed, accounting for 1.3826% of the shares with valid voting rights held by shareholders attending the meeting; 145,556 shares were abstained, accounting for 0.0457% of the shares with valid voting rights held by shareholders attending the meeting.
Among them, the voting results of small and medium-sized investors were: 66,822,330 shares were approved, accounting for 93.6269% of the shares with valid voting rights held by small and medium-sized shareholders attending the meeting; 4,402,972 shares were opposed, accounting for 6.1691% of the shares with valid voting rights held by small and medium-sized shareholders attending the meeting; 145,556 abstentions shares, accounting for 0.2039% of the valid voting shares held by small and medium-sized shareholders attending the meeting.
Shareholders Zhong Shuqiao, Cui Yuntao, Zhang Yongchen and Wang Ziyi are related shareholders in this matter and therefore abstained from voting. These shareholders hold 742,150 shares with valid voting rights.
(6) "Proposal on Formulating the "Remuneration Management System for Directors and Senior Management Personnel"
Voting results: 315,078,920 shares were approved, accounting for 98.7067% of the shares with valid voting rights held by shareholders attending the meeting; 3,898,072 shares were opposed, accounting for 1.2212% of the shares with valid voting rights held by shareholders attending the meeting; 230,156 shares were abstained, accounting for 0.0721% of the shares with valid voting rights held by shareholders attending the meeting.
Among them, the voting results of small and medium-sized investors were: 67,242,630 shares were approved, accounting for 94.2158% of the shares with valid voting rights held by small and medium-sized shareholders attending the meeting; 3,898,072 shares were opposed, accounting for 5.4617% of the shares with valid voting rights held by small and medium-sized shareholders attending the meeting; 230,156 abstentions shares, accounting for 0.3225% of the valid voting shares held by small and medium-sized shareholders attending the meeting.
(7) "Proposal on Requesting the Shareholders' Meeting to Authorize the Board of Directors to Handle the Issuance of Stocks to Specific Objects through Simple Procedures"
Shanghai AllBright (Qingdao) Law Firm Legal Opinion
Voting results: 315,266,220 shares were approved, accounting for 98.7654% of the shares with valid voting rights held by shareholders attending the meeting; 3,790,472 shares were opposed, accounting for 1.1875% of the shares with valid voting rights held by shareholders attending the meeting; 150,456 shares were abstained, accounting for 0.0471% of the shares with valid voting rights held by shareholders attending the meeting.
Among them, the voting results of small and medium-sized investors were: 67,429,930 shares were approved, accounting for 94.4782% of the shares with valid voting rights held by small and medium-sized shareholders attending the meeting; 3,790,472 shares were opposed, accounting for 5.3110% of the shares with valid voting rights held by small and medium-sized shareholders attending the meeting; 150,456 abstentions shares, accounting for 0.2108% of the valid voting shares held by small and medium-sized shareholders attending the meeting.
5. Conclusions
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 convening and convening procedures of the company’s shareholders’ meeting comply with the provisions of the Company Law, the Rules of Shareholders’ Meetings and the Articles of Association. The convener of this shareholders’ meeting and those attending the meeting have legal and valid qualifications, and the voting procedures and voting results of this shareholders’ meeting are legal and valid. This legal opinion is made in duplicate and has the same legal effect after being signed and sealed.
(No text below)
Legal Opinion of Shanghai AllBright (Qingdao) Law Firm (This page has no text, but is the signature page of "Legal Opinion of Shanghai AllBright (Qingdao) Law Firm on the 2025 Annual Shareholders Meeting of Blue Sail Medical Co., Ltd.")
Shanghai AllBright (Qingdao) Law Firm Signing Lawyer: _____________
Jin Ruyue
Person in charge: _____________ _____________
Jia Xiaoning Ran Lingshuai
May 20, 2026