Qianyuan Pharmaceutical: Guoco Law Firm (Shanghai) Legal Opinion on the 2026 Restricted Stock Incentive Plan of Shanxi Qianyuan Pharmaceutical Group Co., Ltd.

Grandall Law Firm (Shanghai) About Shanxi Qianyuan Pharmaceutical Group Co., Ltd.

Annual restricted stock incentive plan

2026

of

legal opinion

Floor MT25-28, Suhewan Center, No. 99 Shanxi North Road, Jing'an District, Shanghai Postcode: 200085 25-28/F, SuheCentre, 99 North Shanxi Road, Jing'an District, Shanghai, China Tel: (+86) (21) 52341668 Fax: (+86) (21) 52341670

Website/Website: http://www.grandall.com.cn

August 2026

Guoco Law Firm (Shanghai) Legal Opinion

Directory

Interpretation......................................................................................................................................2 Matters that lawyers should declare......................................................................................................5 Text.............................................................................................................................................7

1. The company’s qualifications for implementing this incentive plan......................................................7

2. Main contents of this incentive plan......................................................................................8

3. Legal procedures required to implement this incentive plan......................................................21

4. Incentive objects of this incentive plan......................................................................22

5. Information disclosure obligations involved in this incentive plan......................................................24

6. The company does not provide financial assistance to the incentive objects.................................................................24

7. This incentive plan does not harm the interests of the company and shareholders or is illegal.............24

8. Matters concerning the avoidance of voting by related directors of this incentive plan.............................................25

9. Conclusions................................................................................................................25 Guoco Law Firm (Shanghai) Legal Opinion

Definition

In this legal opinion, unless the context explains otherwise, the following abbreviations and terms have the following meanings:

Company refers to Shanxi Qianyuan Pharmaceutical Group Co., Ltd.

Shanxi Qianyuan Pharmaceutical Group Co., Ltd. 2026 restricted stock incentive plan refers to

incentive plan

"Shanxi Qianyuan Pharmaceutical Group Co., Ltd. 2026 Restricted Stock Incentive Plan (Draft)" refers to

Incentive Plan (Draft)》

"Appraisal and Management Measures for Shanxi Qianyuan Pharmaceutical Group Co., Ltd.'s Restricted Stocks in 2026" refers to

Measures for the Assessment and Management of Incentive Plan Implementation"

According to the conditions and prices stipulated in this incentive plan, the company will grant a certain number of company stocks to the incentive objects, and these stocks will be restricted for a certain period of time.

During the period, the restricted sales circulation can be lifted only after the conditions for lifting the sales restrictions stipulated in this incentive plan are met.

According to the provisions of this incentive plan, those who receive restricted stocks are directors, senior managers, core technologies and management backbones serving in the company, excluding incentive objects.

Including the company’s independent directors and shareholders or actual controllers who individually or collectively hold more than 5% of the company’s shares and their spouses, parents, and children

The date on which the company grants restricted stocks to incentive targets, and the grant date must be the grant date.

trading day

Grant price refers to the price of each restricted stock granted by the company to the incentive object.

The validity period from the date of completion of restricted stock grant registration to the incentive object being granted refers to

The date on which all restricted stocks are released from sale restrictions or repurchased and canceled.

The restricted stock period granted to the incentive targets under this incentive plan is prohibited from selling.

The period for transfer, guarantee and debt repayment

After the conditions for lifting the sales restrictions stipulated in this incentive plan are met, the incentive objects shall hold the period of lifting the sales restrictions.

The period during which certain restricted stocks can be lifted from sales restrictions and put on the market

According to this incentive plan, the restricted stocks obtained by the incentive objects shall be lifted from the sales restrictions and the conditions for lifting the sales restrictions refer to

conditions that must be met

"Company Law" means "Company Law of the People's Republic of China"

“Securities Law” refers to the “Securities Law of the People’s Republic of China”

“Administrative Measures” refers to the “Administrative Measures for Equity Incentives of Listed Companies”

"Regulatory Measures" refers to the "Measures for the Continuing Supervision of Companies Listed on GEM"

"Articles of Association" refers to "Articles of Association of Shanxi Qianyuan Pharmaceutical Group Co., Ltd."

"Listing Rules" refers to the "Shenzhen Stock Exchange GEM Stock Listing Rules"

"Self-regulatory Guidelines for Companies Listed on GEM of Shenzhen Stock Exchange No. 1 "Supervisory Guidelines" refers to

No.——Business Processing》

China Securities Regulatory Commission refers to China Securities Regulatory Commission

Guoco Law Firm (Shanghai) Legal Opinion

Shenzhen Stock Exchange refers to Shenzhen Stock Exchange

Our firm refers to Guoco Law Firm (Shanghai)

Yuan refers to RMB

Grandall Law Firm (Shanghai) Legal Opinion Guoco Law Firm (Shanghai) Law Firm

About Shanxi Qianyuan Pharmaceutical Group Co., Ltd.

2026 Restricted Stock Incentive Plan

of

legal opinion

To: Shanxi Qianyuan Pharmaceutical Group Co., Ltd.

Grandall Law Firm (Shanghai) was entrusted by Shanxi Qianyuan Pharmaceutical Group Co., Ltd. to serve as the company's special legal advisor on the company's 2026 restricted stock incentive plan. Our lawyers issue this legal opinion in accordance with relevant laws, regulations, administrative rules and relevant normative documents such as the "Company Law of the People's Republic of China", "Securities Law of the People's Republic of China", "Measures for the Administration of Equity Incentives of Listed Companies", "Measures for the Continuing Supervision of Companies Listed on the GEM", "Self-Discipline Supervision Guidelines for GEM Listed Companies of the Shenzhen Stock Exchange No. 1 - Business Handling", and in accordance with the business standards, ethics and diligence and diligence recognized by the lawyer industry. Guoco Law Firm (Shanghai) Legal Opinion

Matters that lawyers should declare

Our lawyers issued legal opinions based on the facts that occurred or existed before the date of issuance of this legal opinion and my country's current laws, regulations and relevant provisions of the China Securities Regulatory Commission, and stated as follows:

(1) Our lawyers are issuing legal opinions on matters related to the company's implementation of this incentive plan based on the provisions of the Company Law, Securities Law, Management Measures, Supervision Measures, Listing Rules, Supervisory Guidelines and other relevant laws, regulations and normative documents as well as the relevant facts that have occurred or existed before the date of issuance of this legal opinion.

(2) Our lawyers have strictly performed their statutory duties, reviewed the "2026 Restricted Stock Incentive Plan (Draft) of Shanxi Qianyuan Pharmaceutical Group Co., Ltd.", followed the principles of diligence and good faith, fully verified the facts and legal issues involved in the company's incentive plan, and ensured that there are no false records, misleading statements or major omissions in this legal opinion.

(3) The Exchange agrees to regard this legal opinion as one of the necessary legal documents for the company to apply for the implementation of this incentive plan, to announce it together with other application materials, and to bear corresponding legal responsibility for the legal opinion issued in accordance with the law.

(4) The company guarantees to our lawyers that it has provided authentic, complete, accurate and valid original written materials, duplicate materials or oral testimony necessary for the issuance of this legal opinion, and that there are no falsehoods, omissions or concealments; the signatures and seals on the documents submitted to our firm are authentic, and all duplicate materials and photocopies are consistent with the originals.

(5) For facts that are crucial to this legal opinion but cannot be supported by independent evidence, our lawyers rely on supporting documents, testimonies or copies of documents issued or provided by relevant government departments, companies or other relevant units or relevant persons to issue legal opinions.

(6) This legal opinion only expresses legal opinions on the company's incentive plan in accordance with the law. It does not express opinions on the rationality of stock value, assessment standards and other issues involved in the company's incentive plan, as well as non-legal professional matters such as accounting, finance, and auditing. Our firm's citations of relevant financial data or conclusions in this legal opinion shall not be deemed as any express or implied legal opinion written by Bao Guohao Law Firm (Shanghai) that our firm has made as to the authenticity and accuracy of these data and conclusions.

(7) All chapters of this legal opinion should be read as a whole and should not be used individually. Our lawyers have not authorized any unit or individual to make any interpretation or explanation of this legal opinion.

(8) This legal opinion is only for the purpose of the company’s implementation of this incentive plan and may not be used for any other purpose without the written consent of the firm.

Guoco Law Firm (Shanghai) Legal Opinion

Text

1. The company’s qualifications for implementing this incentive plan

(1) The company is a joint-stock limited company established in accordance with the law, and its shares have been listed on the Shenzhen Stock Exchange.

1. The company was formerly known as Shanxi Qianyuan Pharmaceutical Co., Ltd. On June 6, 2010, the company was changed to a joint-stock company as a whole, and the Datong Industrial and Commercial Bureau issued a "Business License" with registration number 140200400002021.

2. In July 2011, the China Securities Regulatory Commission issued the "Reply on Approval of Shanxi Qianyuan Pharmaceutical Co., Ltd.'s Initial Public Offering of Stocks and Listing on the GEM" (Zhengjianfazi [2011] No. 1188), approving the company's public issuance of 33.8 million RMB ordinary shares to the public. With the approval of the "Notice on the Listing of Shanxi Qianyuan Pharmaceutical Co., Ltd.'s RMB Ordinary Shares on the Growth Enterprise Market" (Shenzhen Stock Exchange [2011] No. 246) issued by the Shenzhen Stock Exchange, the company's shares are listed and traded on the Growth Enterprise Market of the Shenzhen Stock Exchange. The stock abbreviation is: Qianyuan Pharmaceutical, and the stock code is: 300254.

3. In April 2014, the company name was changed from "Shanxi Qianyuan Pharmaceutical Co., Ltd." to "Shanxi Qianyuan Pharmaceutical Group Co., Ltd.". Upon application by the company and approval by the Shenzhen Stock Exchange, the company's securities abbreviation was changed from "Qianyuan Pharmaceutical" to "Qianyuan Pharmaceutical" on September 19, 2014, and the securities code remained unchanged at "300254".

(2) The company effectively exists and its shares continue to trade on the Shenzhen Stock Exchange.

1. After verification by our lawyers and according to the company's explanation, the company currently holds a "Business License" issued by the Datong Municipal Administration for Market Regulation, with a unified social credit code of 91140200770127753X; as of the date of issuance of this legal opinion, the company is validly existing in accordance with the law, and there are no circumstances that require dissolution as stipulated in laws, regulations or the "Articles of Association".

2. After verification by our lawyers and according to the company's explanation, the company's shares are still listed and traded on the GEM of the Shenzhen Stock Exchange, stock code: 300254; stock abbreviation: Qianyuan Pharmaceutical; as of the date of issuance of this legal opinion, the company has no delisting risk warning or termination of listing required by laws, regulations or the "Listing Rules" Legal Opinion Form of Qing Guohao Law Firm (Shanghai).

(3) There are no circumstances in which the company is not allowed to implement incentive plans

After verification by our lawyers and according to the company's explanation, the company does not have the following circumstances that prohibit the implementation of this incentive plan as stipulated in Article 7 of the "Administrative Measures":

1. The financial accounting report of the most recent fiscal year was issued a negative opinion or an audit report in which a certified public accountant was unable to express an opinion;

2. A certified public accountant issued an audit report with a negative opinion or a disclaimer of opinion on the internal control of the financial report in the most recent fiscal year;

3. In the last 36 months after listing, there has been any failure to distribute profits in accordance with laws, regulations, Articles of Association, and public commitments;

4. Equity incentives are not allowed according to laws and regulations;

5. Other circumstances determined by the China Securities Regulatory Commission.

To sum up, our lawyers believe that the company is a joint-stock limited company established in accordance with the law, validly existing and its stocks have been listed and traded on the Shenzhen Stock Exchange; the company does not have any circumstances that require dissolution under laws, regulations or the Articles of Association; there is no situation that requires delisting risk warning and termination of listing under laws, regulations or the "Listing Rules"; the company does not have any circumstances that prohibit it from conducting this incentive plan as stipulated in Article 7 of the "Administrative Measures". Therefore, our lawyers believe that the company has the qualifications to implement this incentive plan.

2. Main contents of this incentive plan

On August 17, 2026, the seventh meeting of the company's sixth board of directors reviewed and approved the "Proposal on the 2026 Restricted Stock Incentive Plan (Draft) and its Summary" and other proposals related to this incentive plan. According to the relevant contents of the "Incentive Plan (Draft)", the company has made the following provisions on relevant matters involved in this incentive plan:

Guoco Law Firm (Shanghai) Legal Opinion

(1) The purpose of this incentive plan

According to the "Incentive Plan (Draft)", the purpose of this incentive plan is to further establish and improve the company's long-term incentive mechanism, attract and retain outstanding talents, fully mobilize the enthusiasm of the company's directors, senior managers, and core backbone personnel, and effectively combine the interests of shareholders, the company's interests, and the personal interests of the core team, so that all parties will pay attention to the company's long-term development, and enhance the company's market competitiveness and sustainable development capabilities.

Accordingly, our lawyers believe that this incentive plan clearly clarifies the purpose of this incentive plan and complies with the provisions of Article 9 (1) of the "Administrative Measures".

(2) The basis and scope of determining the recipients of this incentive

1. Basis for determining incentive targets

(1) Legal basis for determining incentive objects

The incentive targets of this incentive plan are determined in accordance with the Company Law, Securities Law, Management Measures, Supervision Measures, Listing Rules, Supervision Guidelines and other relevant laws and other relevant laws, regulations, normative documents and the Articles of Association, and based on the actual situation of the company.

(2) Position basis for determining incentive targets

The incentive targets of this incentive plan are directors, senior managers, core technologies and management backbones serving in the company (including branches and subsidiaries, the same below), excluding independent directors of the company and shareholders or actual controllers who individually or collectively hold more than 5% of the company's shares and their spouses, parents and children. For those who meet the scope of incentive targets of this incentive plan, the company's remuneration and assessment committee will draw up a list and verify it.

2. Scope of incentive objects

This incentive plan will grant incentives to no more than 49 people for the first time, including: company directors, senior managers, and the company’s core technology and management backbone personnel.

Guoco Law Firm (Shanghai) Legal Opinion

The incentive targets involved in this incentive plan include Mr. Huang Lequn, chairman of the foreign company. According to the company's explanation, Mr. Huang Lequn, as the company's core leadership, has a significant influence on the company's business management and development strategy. Participating in incentives is conducive to mobilizing the enthusiasm of the management team and improving the cohesion of employees. Therefore, the inclusion of Mr. Huang Lequn in the scope of incentive targets in this incentive plan is in line with the company's actual situation and development needs, and is reasonable and necessary.

The incentive targets involved in this incentive plan do not include independent directors, shareholders or actual controllers who individually or collectively hold more than 5% of the company's shares, and their spouses, parents, and children.

For the intended incentive targets of this incentive plan, the company's directors must be elected by the company's shareholders' meeting, and senior managers must be appointed by the company's board of directors. Unless otherwise agreed, all incentive targets must have an employment or labor relationship with the company or its branches and subsidiaries when the company grants restricted stocks and during the assessment period of this incentive plan.

The reserved incentive objects shall be determined by the board of directors within 12 months after the incentive plan is reviewed and approved by the shareholders' meeting. If the reserved incentive objects are not clearly specified within 12 months, the reserved rights and interests will become invalid. The determination criteria for reserved incentive objects shall, in principle, refer to the criteria for initial grant and based on the actual subsequent development of the company.

Based on this, our lawyers believe that the basis and scope of determining the incentive objects of this incentive plan are in compliance with the provisions of Article 8 and Article 9 (2) of the "Administrative Measures", Article 26 of the "Supervisory Measures" and the relevant provisions of Article 8.4.2 of the "Listing Rules". Regarding the foreign company chairman Mr. Huang Lequn involved in this incentive plan, the company has explained the necessity and rationality for him to become an incentive target, which complies with the relevant provisions of the "Regulatory Guidelines".

(3) Source, type, quantity and allocation of stocks to be granted under this incentive plan

1. Sources and types of restricted stocks

The source of the underlying stocks involved in this incentive plan is the company's A shares of common stock issued to the incentive targets.

2. Number of restricted shares

Guoco Law Firm (Shanghai) Legal Opinion

The total number of restricted stocks planned to be granted to incentive targets under this incentive plan shall not exceed 17 million shares, accounting for 6.61% of the company's total share capital of 257,208,563 shares at the time of the announcement of the "Incentive Plan (Draft)". Among them, 14 million shares were initially granted, accounting for approximately 5.44% of the company's total equity when the draft incentive plan was announced, and approximately 82.35% of the total equity granted this time; 3 million shares were reserved, accounting for approximately 1.17% of the company's total equity when the draft incentive plan was announced, accounting for approximately 17.65% of the total equity granted this time.

According to the "Incentive Plan (Draft)", as of the announcement date of this draft incentive plan, the total number of underlying stocks involved in all the company's effective equity incentive plans does not exceed 20% of the company's total share capital. In this incentive plan, 7.5 million shares are planned to be granted to the company's chairman Huang Lequn, accounting for 2.92% of the company's total share capital. Combined with the shares already granted by the company in 2024, the cumulative number of company shares granted to Mr. Huang Lequn for participating in the equity incentive plan accounts for 3.03% of the company's total share capital. As the core decision-maker of the company's operations and management, Mr. Huang Lequn's stability is directly related to the promotion of the company's R&D strategy and the stability of the governance structure. Based on the comprehensive consideration of his historical contribution to the company, the irreplaceability of core positions and the competitive environment for talents, and in order to deeply bind the interests of the core management with the company's future long-term development and ensure the company's operational stability during the critical stage of R&D, the company granted him restricted stocks exceeding 1% of the company's total equity. , According to Article 14 of the "Administrative Measures", unless approved by a special resolution of the shareholders' meeting, the cumulative number of the company's shares granted to any incentive target through all equity incentive plans within the validity period shall not exceed 1% of the company's total share capital. The cumulative number of awards granted to Mr. Huang Lequn under this incentive plan exceeds 1%. This matter must be reviewed and approved by a special resolution at the company's shareholders' meeting before it can be implemented. Except for Mr. Huang Lequn, there is no situation where the other incentive objects have been awarded the company's shares through all equity incentive plans within the validity period, and the cumulative amount exceeds 1% of the company's total share capital.

3. Allocation of restricted stocks

The distribution of restricted stocks granted under this incentive plan among various incentive objects is as shown in the following table:

This incentive plan accounts for approximately

Number of restricted shares granted % of restricted shares granted

Serial number Name Position Proportion of the company’s shares when the draft was announced (10,000 shares) to the total number

Proportion of total principal

1. Directors and senior managers

1 Huang Lequn Chairman 750 53.57% 2.92% 2 Zhong Hairong Vice Chairman 60 4.28% 0.23% Guoco Law Firm (Shanghai) Legal Opinion

Vice President,

3 Yu Junxian 50 3.57% 0.19%

Secretary of the Board of Directors

4 Gu Baoping Vice President 25 1.79% 0.10% 5 Luo Kairui Vice President 25 1.79% 0.10%

2. Middle managers and core technologies

490 35.00% 1.91% and management backbone (44 people)

Total initial grant of restricted stocks 1,400 82.35% 5.44% Reserved grant portion 300 17.65% 1.17% Total 1,700 100% 6.61% (The above percentage calculation results are rounded to two decimal places)

As confirmed by the company, the incentive objects of this plan do not include independent directors and shareholders or actual controllers who individually or collectively hold more than 5% of the company's shares, as well as their spouses, parents, and children; the total number of subject stocks involved in the company's incentive plans throughout the entire validity period does not exceed 20% of the company's total share capital when the draft incentive plan is announced; except for Mr. Huang Lequn, there are no other incentive objects that have been awarded the company's shares through all equity incentive plans within the validity period. The total number of shares exceeds 1% of the company's total share capital.

Based on this, our lawyers believe that this incentive plan clarifies the source, quantity and percentage of the total equity of the company to be granted, which is in compliance with the provisions of Article 9 (3) and 12 of the "Administrative Measures"; this incentive plan clarifies the number of rights and interests that can be granted to each incentive target according to different positions and the percentage of the total rights to be granted under the equity incentive plan, which is in compliance with the provisions of Article 9 (4) and Article 14 of the "Administrative Measures". Regarding the fact that Mr. Huang Lequn has been granted shares of the company through all equity incentive plans within the validity period, which exceeds 1% of the company's total share capital, the company has explained it in the "Incentive Plan (Draft)" and complies with the relevant provisions of the "Regulatory Guidelines".

(4) The validity period, grant date, sales restriction period, sales restriction lifting arrangements and other sales restriction arrangements of this incentive plan

1. Validity period of this incentive plan

The validity period of this incentive plan starts from the date of completion of registration for the first grant of restricted shares to the date when all restricted shares granted to the incentive targets are released from sale restrictions or repurchased and cancelled, and shall not exceed 60 months. Guoco Law Firm (Shanghai) Legal Opinion

2. Grant date of this incentive plan

After the incentive plan is reviewed and approved by the company's shareholders' meeting, the company must make the first grant to the incentive objects and complete announcement and registration within 60 days after the company's shareholders' meeting. If the company fails to complete the above work within 60 days, it must disclose the reasons for failure and terminate the implementation of this incentive plan, and the ungranted restricted stocks will become invalid. The grant date shall be determined by the board of directors after the incentive plan is reviewed and approved by the company's shareholders' meeting. The grant date must be a trading day, and restricted stocks shall not be granted to incentive targets during the following periods:

(1) Within 15 days before the company's annual report or semi-annual report is announced, if the announcement date is postponed due to special reasons, the calculation will start from the 15 days before the original scheduled announcement date;

(2) Within 5 days before the announcement of the company’s quarterly report, performance forecast, and performance bulletin;

(3) From the date when a major event that may have a greater impact on the trading price of the company's stocks and its derivatives occurs or enters the decision-making process to the date of disclosure in accordance with the law;

(4) Other periods specified by the China Securities Regulatory Commission and Shenzhen Stock Exchange.

The above-mentioned "major events" are transactions or other major matters that the company should disclose in accordance with the provisions of the Listing Rules. If relevant laws, administrative regulations, and departmental rules change the non-grantable period, the relevant provisions after the change will apply.

The period during which the above-mentioned companies are prohibited from granting restricted stock is not included in the 60-day period.

If the company's directors and senior managers, as incentive targets, have reduced their holdings of the company's stocks within 6 months before the grant of restricted stocks, the granting of their restricted stocks will be deferred for 6 months from the date of the last holding reduction transaction in accordance with the provisions of short-term trading in the Securities Law.

3. The sales restriction period and sales restriction lifting arrangements of this incentive plan

The restricted sales period for some restricted stocks first granted under this incentive plan are 12 months, 24 months, and 36 months respectively from the date of completion of registration for the first grant of restricted stocks.

Guoco Law Firm (Shanghai) Legal Opinion

The restricted sales period for some restricted stocks reserved for grant under this incentive plan are 12 months, 24 months, 36 months or 12 months, 24 months from the date of completion of registration of reserved restricted stock grant (depending on the time of reserved grant).

The restricted stocks granted to the incentive targets under this incentive plan may not be transferred, used to guarantee or repay debts before the restrictions are lifted.

The unlocking period for the restricted stocks first granted under this incentive plan and the unlocking schedule for each period are as follows:

Arrangements for lifting sales restrictions. Time for lifting sales restrictions. Ratio of lifting sales restrictions. The first lifting period is 12 months from the date of completion of grant registration. 40%

The second unlocking period is 24 months from the date of completion of grant registration 30%

The third unlocking period is 36 months from the date of completion of grant registration 30%

If the restricted stocks reserved under this incentive plan are granted before the disclosure of the third quarter report of 2026, the unlocking period and the timing of unlocking each period will be consistent with the first grant. If the reserved restricted stocks are granted after the disclosure of the third quarter report of 2026, the unlocking period and the timing of unlocking each period are as shown in the following table:

Arrangements for lifting sales restrictions. Time for lifting sales restrictions. Ratio of lifting sales restrictions. The first lifting period is 12 months from the date of completion of grant registration. 50%

The second unlocking period is 24 months from the date of completion of grant registration 50%

After the sales restriction period expires, the company will handle the lifting of sales restrictions for incentive targets who meet the conditions for lifting the sales restrictions. Restricted stocks that have not applied for lifting of sales restrictions within the above-mentioned agreed period or that cannot apply for lifting of sales restrictions because they have not met the conditions for lifting sales restrictions shall not be deferred to the next period and will be repurchased and canceled by the company in accordance with the principles stipulated in this incentive plan.

The restricted stocks granted to the incentive recipients due to the transfer of capital reserve funds to share capital, stock dividends, and stock splits are also subject to sales restrictions and may not be sold or transferred in other ways on the secondary market. The unlocking period for these shares is the same as the unlocking period for restricted stocks. If the restricted shares are repurchased and canceled at that time, the shares obtained due to the aforementioned reasons will be repurchased and canceled at the same time.

Guoco Law Firm (Shanghai) Legal Opinion

4. Other sales restrictions in this incentive plan

The sales restriction provisions of this incentive plan are implemented in accordance with the "Company Law", "Securities Law", "Rules for the Management of the Company's Shares Held by Directors and Senior Managers of Listed Companies and Their Changes" and other relevant laws, regulations, normative documents and the "Articles of Association". The specific provisions are as follows:

(1) If the incentive targets are directors and senior managers of the company, the shares they transfer each year during their term of office determined when taking office shall not exceed 25% of the total number of company shares held by them; within six months after leaving the company, they shall not transfer the company shares they hold.

(2) If the incentive targets are directors and senior managers of the company, if they sell the company stocks they hold within 6 months after buying them, or buy them again within 6 months after selling them, the proceeds will belong to the company, and the company's board of directors will take back the proceeds.

During the validity period of this incentive plan, if the relevant laws, regulations, normative documents such as the "Company Law", the Securities Law, the "Rules for the Management of the Company's Shares Held by Directors and Senior Managers of Listed Companies and Their Changes" and the "Articles of Association" regarding the transfer of shares held by the company's directors and senior managers are changed, then the transfer of the company's stocks held by these incentive objects shall comply with the revised relevant regulations at the time of transfer.

Based on this, our lawyers believe that this incentive plan clearly specifies the validity period, grant date, sales restriction period, and sales restriction lifting arrangements, and is in compliance with Article 9 (5), Article 13, Article 16, and

The provisions of Articles 19, 24 and 25.

(5) Grant price of restricted stocks and method of determining grant price

1. Restricted stock grant price (including reservation)

The grant price of the restricted shares in this incentive plan is 6.27 yuan per share, that is, after meeting the grant conditions, the incentive recipients can purchase the company's A shares of common stock issued to the incentive recipients at a price of 6.27 yuan per share.

2. Determination method of restricted stock grant price (including reservation)

Guoco Law Firm (Shanghai) Legal Opinion The grant price of restricted stocks shall not be lower than the par value of the shares, and shall not be lower than the higher of the following prices:

1. The average stock trading price of the company on the trading day before the announcement of the draft incentive plan (total stock trading volume on the previous trading day/total stock trading volume on the previous trading day) was 70% of 8.96 yuan per share, which was 6.27 yuan/share;

2. The average stock trading price of the company in the 20 trading days before the announcement of this draft incentive plan (total stock trading volume in the previous 20 trading days/total stock trading volume in the previous 20 trading days) was 70% of 8.09 yuan per share, which was 5.66 yuan/share.

Accordingly, our lawyers believe that this incentive plan clarifies the grant price of restricted stocks and its determination method, and complies with the provisions of Article 9 (6) and Article 23 of the "Administrative Measures".

(6) Granting and lifting of restrictions on restricted stocks

1. Conditions for granting restricted stocks

If the incentive object meets the following conditions at the same time, the company shall grant restricted shares to the incentive object. On the contrary, if any of the following grant conditions is not met, restricted shares cannot be granted.

(1) The company has not experienced any of the following situations:

1. The financial accounting report of the most recent fiscal year has been issued by a certified public accountant with a negative opinion or an audit report in which an opinion cannot be expressed; 2) The internal control of the financial report in the most recent fiscal year has been issued by a certified public accountant with a negative opinion or an audit report with an inability to express an opinion; 3) Profit distribution has not been carried out in accordance with laws, regulations, articles of association, and public commitments within the last 36 months after listing; 4) Equity incentives are not allowed to be implemented under laws and regulations; 5) Other circumstances determined by the China Securities Regulatory Commission.

(2) The incentive objects do not have any of the following circumstances:

1. Determined as an unsuitable candidate by the stock exchange in the last 12 months; 2) Determined as an unsuitable candidate by the China Securities Regulatory Commission and its dispatched agencies in the last 12 months; 3) Administrative penalties or market ban measures by the China Securities Regulatory Commission and its dispatched offices due to major violations of laws and regulations in the last 12 months; 4) Those who are prohibited from serving as directors or senior managers of the company as stipulated in the Company Law; 5) Not allowed to participate in Guohao Law Firm (Shanghai) Legal Opinion Letter according to laws and regulations

With equity incentives of listed companies; 6) Other circumstances determined by the China Securities Regulatory Commission.

2. Conditions for unlocking restricted stocks

After the expiration of the restricted sales period, the restricted stocks granted to the incentive targets can be released from the restricted sales only when the following conditions are met:

(1) The company has not experienced any of the following situations:

1. The financial accounting report of the most recent fiscal year has been issued by a certified public accountant with a negative opinion or an audit report in which an opinion cannot be expressed; 2) The internal control of the financial report in the most recent fiscal year has been issued by a certified public accountant with a negative opinion or an audit report with an inability to express an opinion; 3) Profit distribution has not been carried out in accordance with laws, regulations, articles of association, and public commitments within the last 36 months after listing; 4) Equity incentives are not allowed to be implemented under laws and regulations; 5) Other circumstances determined by the China Securities Regulatory Commission.

(2) The incentive objects do not have any of the following circumstances:

1. Determined as an unsuitable candidate by the stock exchange in the last 12 months; 2) Determined as an unsuitable candidate by the China Securities Regulatory Commission and its local offices in the last 12 months; 3) Administrative penalties or market ban measures by the China Securities Regulatory Commission and its local offices due to major violations of laws and regulations in the last 12 months; 4) Those who are prohibited from serving as company directors or senior managers as stipulated in the Company Law; 5) Those who are prohibited from participating in equity incentives of listed companies according to laws and regulations; 6) Other circumstances determined by the China Securities Regulatory Commission.

If the company encounters one of the circumstances stipulated in Article (1) above, all restricted stocks that have been granted to incentive targets under this incentive plan but have not been released from sale shall be repurchased and canceled by the company. The repurchase price is the sum of the grant price plus bank time deposit interest for the same period; if the company is not allowed to implement equity incentives, situation, and the incentive target is responsible for this, or the incentive target is not allowed to be granted restricted stocks as stipulated in Article (2) above, the restricted stocks that have been granted to the incentive target but have not been released from sale restrictions under this incentive plan will be repurchased and canceled by the company, and the repurchase price shall not be higher than the grant price.

(3) Company-level performance assessment conditions

The assessment year for the release of restricted shares for the first time granted under this incentive plan is 2026-2028. Legal Opinion of Sanguohao Law Firm (Shanghai)

Each fiscal year is assessed once each fiscal year. The performance assessment targets for each year are as shown in the following table:

Lifting of sales restriction period Assessment year Assessment indicators

The growth rate of non-net profit in 2026 will not be less than 13.72% compared with 2025, and the first sales restriction period will be lifted in 2026. The sales revenue of smoking cessation drugs in 2026 will increase by no less than 25% compared with its 2025 sales revenue.

The growth rate of non-net profit in 2027 will not be less than 55.55% compared with 2025, and the second sales restriction period will be in 2027. The sales revenue of smoking cessation drugs in 2027 will increase by no less than 50% compared with its 2025 sales revenue.

The growth rate of non-net profit in 2028 will not be less than 71.50% compared with 2025, and the third sales restriction period is 2028. The sales revenue of smoking cessation drugs in 2028 will increase by no less than 80% compared with its 2025 sales revenue.

If the restricted stocks reserved under this incentive plan are granted before the disclosure of the third quarter report in 2026, then

The assessment year for unlocking sales is the same as the first grant. If the restricted stocks reserved for this incentive plan are released in 2026,

Awarded after the disclosure of the third quarter report of the year, the performance assessment targets for each year are as shown in the following table:

Lifting of sales restriction period Assessment year Assessment indicators

The growth rate of non-net profit in 2027 will not be less than 55.55% compared with 2025, and the first sales restriction period will be lifted in 2027. The sales revenue of smoking cessation drugs in 2027 will increase by no less than 50% compared with its 2025 sales revenue.

The growth rate of non-net profit in 2028 will not be less than 71.50% compared with 2025, and the second sales restriction period will be in 2028. The sales revenue of smoking cessation drugs in 2028 will increase by no less than 80% compared with its 2025 sales revenue.

Note: 1. The above "deduction of non-net profit" and "sales revenue of smoking cessation drugs" are calculated based on the data contained in the audited consolidated statements. The "deduction of non-net profit" is calculated based on the net profit attributable to shareholders of the listed company after deducting non-recurring gains and losses, and excludes the impact of share-based payment expenses arising from the implementation of equity incentive plans or employee stock ownership plans during the assessment period of this incentive plan.

2. The calculation results of the above "growth rate" are rounded to the nearest 0.01%.

If the company fails to meet the above performance assessment targets, all incentive targets will be released from sales restrictions in the corresponding assessment year.

None of the restricted stocks shall be lifted from sales restrictions, and the company shall restrict the shares in accordance with the provisions of this incentive plan.

For stock repurchase and cancellation, the repurchase price is the sum of the grant price plus bank time deposit interest for the same period.

(4) Individual-level performance appraisal conditions

According to the "Appraisal Management Measures" formulated by the company, after the company-level performance appraisal reaches the standard, incentives need to be

The target's personal performance will be assessed, and the actual amount of the incentive target individual's sales restriction will be determined based on the performance assessment results.

The actual amount of sales restrictions lifted by an individual in the current year = the amount of sales restrictions planned to be lifted by the individual in the current year * the ratio of lifting sales restrictions at the individual level. Guohao Law Firm (Shanghai) Legal Opinion Example, the individual sales restrictions will be lifted according to the following table:

Performance assessment target: Qualified and above (85 points and above) Unqualified (less than 85 points) Individual level sales restriction release ratio 100% 0%

All or part of the restricted stocks of incentive targets that cannot be released from sale due to personal performance appraisal will be repurchased and canceled by the company. The repurchase price is the sum of the grant price plus bank time deposit interest for the same period.

(5) Scientific and rational explanation of assessment indicators

The assessment indicators of this incentive plan are divided into two levels, namely company-level performance assessment and individual-level performance assessment, which are in line with relevant regulations such as the "Management Measures".

The "Incentive Plan (Draft)" details the scientificity and rationality of the setting of assessment indicators. Accordingly, our lawyers believe that this incentive plan clarifies the conditions for incentive targets to be granted restricted stocks and to lift sales restrictions, and complies with the provisions of Article 9 (7), Article 10, Article 11, and Article 18 of the "Administrative Measures".

(7) Implementation procedures for restricted stocks

The "Incentive Plan (Draft)" stipulates the procedures for the effectiveness of this incentive plan, the granting procedures for restricted stocks, and the procedures for unlocking restricted stocks.

Our lawyers believe that this incentive plan clarifies the granting of restricted stock rights and the procedures for incentive objects to exercise their rights, and complies with the relevant provisions of Article 9 (8) of the "Administrative Measures", Chapter 5 Implementation Procedures and the "Supervisory Guidelines".

(8) Adjustment methods and procedures for this incentive plan

The "Incentive Plan (Draft)" stipulates the method for adjusting the number of restricted stocks, the method for adjusting the grant price of restricted stocks, and the adjustment procedures for the restricted stock incentive plan.

Lawyers from our firm believe that this incentive plan clarifies the method and adjustment procedures for the adjustment of the number of restricted stocks granted and the award price, and is in compliance with the provisions of Article 9, Item (9) and Article 46 of the "Administrative Measures".

(9) Accounting treatment of restricted stock plans

The "Incentive Plan (Draft)" stipulates the accounting treatment of restricted stocks and the expected impact of the implementation of restricted stocks on operating performance in each period.

Our lawyers believe that this incentive plan clarifies the accounting treatment method of equity incentives, the determination method of the fair value of restricted stocks, the impact of the implementation of equity incentives on the operating performance of listed companies, etc., and is in compliance with the provisions of Article 9 (10) of the "Administrative Measures".

(10) Changes and termination of this incentive plan

The "Incentive Plan (Draft)" stipulates the circumstances and procedures that trigger changes to the restricted stock incentive plan and the termination of the restricted stock incentive plan.

Our lawyers believe that this incentive plan clarifies the change and termination of the equity incentive plan and complies with the provisions of Article 9 (11), Article 48, Article 49 and Article 50 of the "Administrative Measures".

(11) Handling of changes in the company and incentive objects

The "Incentive Plan (Draft)" stipulates how to deal with changes in the company and changes in the personal circumstances of the incentive recipients.

Lawyers from our firm believe that this incentive plan clarifies the implementation of this incentive plan when the company changes control, merges, and splits, and when the incentive object changes position, leaves, dies, retires, etc., and complies with the provisions of Article 9 (12) of the "Administrative Measures".

(12) Relevant disputes or dispute resolution mechanisms between the company and incentive recipients

The "Incentive Plan (Draft)" stipulates that disputes or disputes between the company and the incentive recipients arising from or related to the implementation of this incentive plan and/or the "Restricted Stock Grant Agreement" signed by both parties shall be resolved in accordance with the provisions of this incentive plan and the "Restricted Stock Grant Agreement"; in the case of unclear provisions, the two parties shall resolve through negotiation and communication, or through mediation by the Remuneration and Assessment Committee of the company's board of directors. If the two parties fail to resolve the dispute or dispute through the above methods within 60 days from the date of occurrence or fail to resolve the relevant dispute or dispute through the above methods, either party has the right to file a lawsuit with the people's court with jurisdiction where the company is located for resolution.

Our lawyers believe that this incentive plan clarifies the relevant disputes or dispute resolution mechanism between the listed company and the incentive objects, which is in line with the provisions of Article 9 (13) of the "Administrative Measures".

(13) Respective rights and obligations of the company and incentive objects

The "Incentive Plan (Draft)" stipulates the rights and obligations of the company in this incentive plan and the rights and obligations of the incentive objects in this incentive plan.

Our lawyers believe that this incentive plan clarifies the rights and obligations of the company and the incentive recipients, and is in compliance with the provisions of Article 9 (14) of the "Administrative Measures".

To sum up, our lawyers believe that the "Incentive Plan (Draft)" formulated by the company to implement this incentive plan complies with the relevant provisions of the "Management Measures" and does not violate relevant laws and administrative regulations.

3. Legal procedures required to implement this incentive plan

(1) The procedures the company has performed to implement this incentive plan

1. The Remuneration and Assessment Committee of the company's board of directors formulated the "2026 Restricted Stock Incentive Plan of Shanxi Qianyuan Pharmaceutical Group Co., Ltd. (Draft)" and other proposals and submitted them to the board of directors for review.

2. The company's board of directors held the seventh meeting of the sixth board of directors on August 17, 2026, and reviewed and approved the "Proposal on the 2026 Restricted Stock Incentive Plan (Draft) and its Summary" and other proposals related to this incentive plan.

3. The Remuneration and Assessment Committee of the Company's Board of Directors convened the fifth meeting of the 2026 Remuneration and Assessment Committee on August 17, 2026, to verify the list of incentive personnel for this incentive plan, and reviewed and approved the "Proposal on the 2026 Restricted Stock Incentive Plan (Draft) and its Summary" and other matters related to this Guoco Law Firm (Shanghai) Firm The legal opinion on the proposal related to the incentive plan expresses a clear opinion that this incentive plan is conducive to the sustainable development of the listed company and will not obviously harm the interests of the listed company and all shareholders.

Based on this, our lawyers believe that the above-mentioned procedures performed by the company are in compliance with the provisions of Articles 33 and 34 of the "Administration Measures".

(2) Subsequent implementation procedures of the company’s incentive plan

According to the provisions of the "Administrative Measures" and other relevant laws, regulations and normative documents, in order to implement this incentive plan, the company still needs to perform the following legal procedures:

1. Before convening the shareholders’ meeting, the company shall publicize the names and positions of the incentive targets within the company through the company’s website or other channels (the publicity period shall be no less than 10 days). The remuneration and assessment committee of the company's board of directors will review the list of incentive objects, fully listen to public opinions, and disclose the remuneration and assessment committee's explanation of the review and publicity of the list of incentive objects 5 days before the company's shareholders' meeting to review the incentive plan.

2. The company’s board of directors shall submit this incentive plan to the shareholders’ meeting for review. The shareholders' meeting shall vote on the content of the incentive plan stipulated in Article 9 of the "Administrative Measures" and shall be approved by more than 2/3 of the voting rights held by shareholders attending the meeting. The voting status of other shareholders other than the company's directors, senior managers, and shareholders who individually or collectively hold more than 5% of the company's shares shall be separately counted and disclosed. When the company's shareholders meeting reviews the incentive plan, shareholders who are the incentive targets or shareholders who are related to the incentive targets should abstain from voting.

3. Within 60 days from the approval of the incentive plan by the shareholders' meeting, the company's board of directors shall grant restricted stocks to the incentive objects as authorized by the shareholders' meeting, and complete registration, announcement and other relevant procedures.

To sum up, our lawyers believe that the company has fulfilled the legal procedures that should be performed at this stage for the implementation of this incentive plan, and still needs to gradually implement the follow-up procedures stipulated in the "Administration Measures" and other relevant laws and regulations and the "Incentive Plan (Draft)" in accordance with the progress of this incentive plan.

4. Incentive objects of this incentive plan

According to the "Incentive Plan (Draft)" and "Shanxi Qianyuan Pharmaceutical Group Co., Ltd.'s 2026 Restrictions Guoco Law Firm (Shanghai) Legal Opinion"

"List of Incentive Objects of Sexual Stock Incentive Plan" and verified by our lawyers, the incentive objects of the company's incentive plan are determined based on relevant laws and regulations such as the "Company Law", "Securities Law", "Administrative Measures", "Supervisory Measures" and "Articles of Association". The incentive targets granted by the company's incentive plan are directors, senior managers, core technologies and management backbones of the company (including branches and subsidiaries, the same below), excluding independent directors of the company, shareholders or actual controllers who individually or collectively hold more than 5% of the company's shares and their spouses, parents and children.

According to the "Incentive Plan (Draft)" "Shanxi Qianyuan Pharmaceutical Group Co., Ltd. 2026 List of Incentive Objects of the Annual Restricted Stock Incentive Plan" and the commitments of the incentive objects, and after our lawyers checked the public information of the securities and futures market dishonesty record inquiry platform (http://neris.csrc.gov.cn/shixinchaxun/), China Executive Information Disclosure Network (http://zxgk.court.gov.cn), Shenzhen Stock Exchange, Shanghai Stock Exchange, and Baidu search engine, the incentive objects of the company's incentive plan do not have the following circumstances: (1) In the past 12 years Determined as an unsuitable candidate by the stock exchange within three months; (2) Determined as an unsuitable candidate by the China Securities Regulatory Commission and its local offices within the last 12 months; (3) Administrative penalties or market exclusion measures by the China Securities Regulatory Commission and its local offices due to major violations of laws and regulations in the last 12 months; (4) Those who are prohibited from serving as directors or senior managers of the company as stipulated in the Company Law; (5) Those who are not allowed to participate in equity incentives of listed companies according to laws and regulations; (6) Other circumstances determined by the China Securities Regulatory Commission.

According to the meeting documents provided by the company and upon inspection, the list of incentive targets has been preliminarily verified by the Remuneration and Assessment Committee of the company's board of directors. The company held the fifth meeting of the 2026 Compensation and Assessment Committee on August 17, 2026, and reviewed and approved the "Proposal on the 2026 Restricted Stock Incentive Plan (Draft) and its Summary" and other proposals related to this incentive plan. It is believed that: "The incentive objects of this incentive plan all meet the conditions for incentive objects stipulated in the "Administrative Measures" and the scope of incentive objects stipulated in the company's "Incentive Plan (Draft)", and their qualifications as the subject of the incentive objects of the company's equity incentive plan are legal and valid."

According to the "Incentive Plan (Draft)", the company will publicize the names and positions of the incentive targets within the company through the company's website or other channels before convening the shareholders' meeting. The publicity period shall be no less than 10 days. The company will disclose an explanation of the review and disclosure of the incentive list by the remuneration and assessment committee of the board of directors 5 days before the shareholders' meeting to review the equity incentive plan.

To sum up, our lawyers believe that the determination of the incentive targets of the company's incentive plan complies with Article 8 of the "Legal Opinions of the Management Office Guohao Law Firm (Shanghai)" and other relevant laws and regulations.

5. Information disclosure obligations involved in this incentive plan

According to the materials provided by the company and the provisions of the "Management Measures", the company has held the seventh meeting of the sixth board of directors and the fifth meeting of the 2026 Remuneration and Assessment Committee on August 17, 2026, reviewed and approved this incentive plan, and will promptly publish the board resolutions, the opinions of the remuneration and assessment committee of the board of directors, and the "Incentive Plan (Draft)" and other documents related to this incentive plan on platforms such as cninfo.com.

In summary, our lawyers believe that the company has fulfilled the above necessary information disclosure obligations and is in compliance with the provisions of Article 52 of the "Administrative Measures"; with the implementation of this incentive plan, the company still needs to continue to perform its information disclosure obligations for the implementation of this incentive plan in accordance with the "Administrative Measures" and relevant laws and regulations.

6. The company does not provide financial assistance to the incentive objects

According to the "Incentive Plan (Draft)", the source of funds for the incentive objects is the legally self-raised funds of the incentive objects. The company promises not to provide loans, provide guarantees for their loans or any other form of financial assistance for the incentive objects to obtain relevant rights and interests according to the equity incentive plan, which will harm the interests of the company.

To sum up, our lawyers believe that the company does not provide financial assistance to the incentive objects identified in this incentive plan, which is in compliance with the provisions of Article 21 of the "Administration Measures".

7. This incentive plan does not harm the interests of the company and shareholders or is illegal.

According to the "Incentive Plan (Draft)", the purpose of this incentive plan is to further establish and improve the company's long-term incentive mechanism, attract and retain outstanding talents, fully mobilize the enthusiasm of the company's directors, senior managers, and core key personnel, and effectively combine the interests of shareholders, the company's interests, and the personal interests of the core team, so that all parties will pay attention to the company's long-term development, and enhance the company's market competitiveness and sustainable development capabilities.

The seventh meeting of the sixth board of directors was held on August 17, 2026, and the "Proposal on the 2026 Restricted Stock Incentive Plan (Draft) and its Summary" and other proposals related to this incentive plan were reviewed and approved.

Guoco Law Firm (Shanghai) Legal Opinion

To sum up, our lawyers believe that the implementation of the company’s incentive plan does not significantly harm the interests of the company and all shareholders or violate relevant laws and administrative regulations.

8. Matters concerning the avoidance of voting by related directors of this incentive plan

According to the "Incentive Plan (Draft)" and the meeting documents provided by the company and upon inspection, Huang Lequn and Zhong Hairong, the incentive targets in this incentive plan, are related directors, and the company's board of directors has fulfilled the avoidance voting procedure when considering the relevant proposals of this incentive plan.

Lawyers from our firm believe that Huang Lequn and Zhong Hairong, the incentive targets in this incentive plan, are related directors, and the company's board of directors has fulfilled the avoidance voting procedure when considering the relevant proposals of this incentive plan, which is in compliance with the provisions of Article 33 of the "Management Measures".

9. Conclusions

In summary, our lawyers believe that the company meets the conditions for implementing equity incentives stipulated in the "Administrative Measures" and has the qualifications to implement this incentive plan; the main content of this incentive plan complies with the "Administrative Measures", "Supervisory Guidelines" and relevant laws and regulations; this incentive plan has fulfilled the relevant procedures at this stage, and still needs to gradually implement the follow-up procedures stipulated in the "Administrative Measures" and other relevant laws, regulations and the "Incentive Plan (Draft)" according to the progress of this incentive plan; this incentive plan The determination of the incentive objects of the plan complies with the provisions of the "Administration Measures" and relevant laws and regulations; the company has fulfilled the necessary information disclosure obligations at this stage, and still needs to continue to perform the information disclosure obligations for the implementation of this incentive plan in accordance with the provisions of the "Administration Measures" and relevant laws and regulations; the company does not provide financial assistance to the incentive objects identified in this incentive plan; the implementation of the company's incentive plan does not significantly damage the interests of the company and all shareholders or violate relevant laws and administrative regulations. (No text below)

Guoco Law Firm (Shanghai) Legal Opinion (This page has no text, but is the signature page of "Guoco Law Firm (Shanghai) Firm's Legal Opinion on the 2026 Restricted Stock Incentive Plan of Shanxi Qianyuan Pharmaceutical Group Co., Ltd.")

This legal opinion is issued on January 1, 2026. The original is in triplicate and there are no copies.

Guoco Law Firm (Shanghai)

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Xu Chen Shanying

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Wu Huanhuan