Wondfo Biotech: Beijing Junhe (Guangzhou) Law Firm’s legal opinion on the first extraordinary shareholders’ meeting of Guangzhou Wondfo Biotechnology Co., Ltd. in 2026
Beijing Junhe (Guangzhou) Law Firm
About
Guangzhou Wondfo Biotechnology Co., Ltd.
The first extraordinary shareholders meeting of the year
2026
legal opinion
January 2026
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Beijing Junhe (Guangzhou) Law Firm
About Guangzhou Wondfo Biotechnology Co., Ltd.
Legal Opinion of the First Extraordinary Shareholders Meeting of the Year
2026
To: Guangzhou Wondfo Biotechnology Co., Ltd.
Beijing Junhe (Guangzhou) Law Firm (hereinafter referred to as the "Firm") accepts the entrustment of Guangzhou Wondfo Biotechnology Co., Ltd. (hereinafter referred to as the "Company"), 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 and other current Chinese laws, administrative regulations, departmental rules and normative documents (hereinafter referred to as "Chinese laws, laws"). "Regulations", "China" includes the Hong Kong Special Administrative Region, the Macao Special Administrative Region and Taiwan Province, and for the purpose of this legal opinion, only refers to mainland China) and the provisions of the "Articles of Association of Guangzhou Wondfo Biotechnology Co., Ltd." (hereinafter referred to as the "Articles of Association"), this legal opinion is issued on matters related to the company's first extraordinary shareholders' meeting in 2026 (hereinafter referred to as the "shareholders' meeting").
In accordance with the provisions of the "Securities Law of the People's Republic of China", "Measures for the Administration of Law Firms Engaged in Securities Legal Business", "Law Firms' Securities Legal Practice Practice Rules (Trial)" and other provisions as well as the facts that have occurred or existed before the date of issuance of this legal opinion, our firm and our handling lawyers have strictly fulfilled the legal requirements. We have established responsibilities, followed the principles of diligence and good faith, conducted sufficient verification and verification to ensure that the facts identified in this legal opinion are true, accurate, and complete, and that the concluding opinions issued are legal and accurate, and there are no false records, misleading statements, or major omissions, and we shall bear corresponding legal responsibilities.
This legal opinion only expresses opinions on the convening and convening procedures of this shareholders' meeting, the qualifications of the persons attending this shareholders' meeting, the qualifications of the convener, whether the voting procedures of the meeting comply with the provisions of Chinese laws, regulations and the Articles of Association, and whether the voting results are legal and valid. It does not express opinions on the content of the proposals considered by this shareholders' meeting and the authenticity, accuracy or legality of the relevant facts or data expressed in such proposals.
In this legal opinion, our firm only relies on the facts that occurred before the date of issuance of this legal opinion and our understanding of the facts, and only expresses legal opinions on the relevant Chinese legal issues involved in this shareholders' meeting, and does not express any opinions on any other matters other than the aforementioned issues.
This legal opinion is only for use by the company for the purpose of this shareholders' meeting and may not be used by anyone for any other purpose or use without the written consent of the firm.
In order to issue this legal opinion, the firm appointed a lawyer (hereinafter referred to as the "lawyer of the firm") to attend the on-site meeting of the shareholders' meeting, and in accordance with the provisions and requirements of relevant Chinese laws and regulations, and in accordance with the business standards, ethics and diligence and diligence recognized by the lawyer industry, the documents and facts related to the shareholders' meeting were verified. During the process of verification by our lawyers on the relevant documents provided by the company, our firm assumed that:
All signatures, seals and seals in the documents provided to the firm are authentic, and all documents submitted to the firm as originals are true, accurate and complete;
All facts stated in the documents provided to the firm are true, accurate and complete;
The signers of the documents provided to the firm have full capacity for civil conduct, and their signing behavior has been properly and effectively authorized;
All copies provided to the firm are consistent with the originals, and the originals of these documents are true, accurate, and complete; and
All information announced by the company on the designated information disclosure media is complete, sufficient and true, and there are no falsehoods, concealments or major omissions.
Based on the above, our lawyers issued the following legal opinions:
1. Convening and convening procedures of this shareholders’ meeting
(1) According to the resolution of the 19th meeting of the fifth session of the board of directors of the company and the "Guangzhou Wondfo Biotechnology Co., Ltd.'s decision on convening the first extraordinary shareholders' meeting in 2026" published on the cninfo.com (www.cninfo.com.cn/) on December 29, 2025 Notice" (hereinafter referred to as the "Notice of the Shareholders Meeting"), the company's board of directors has made a resolution on the convening of this shareholders' meeting, and notified the company's shareholders in the form of an announcement 15 days before the convening of this shareholders' meeting. The convening procedures of this shareholders' meeting comply with the relevant provisions of the "Company Law" and the "Articles of Association".
(2) The "Notice of Shareholders' Meeting" states the meeting time, location, convener of the meeting, method of convening the meeting, equity registration date, attendees of the meeting, meeting registration method and matters to be considered at the meeting. The content of the "Notice of Shareholders' Meeting" complies with the relevant provisions of the "Company Law" and the "Articles of Association".
(3) This shareholders’ meeting will be held using a combination of on-site voting and online voting: the on-site meeting will be held at 14:00 on January 14, 2026, in the company’s conference room at No. 8 Lizhishan Road, Science City, Huangpu District, Guangzhou; in addition to the on-site meeting, the company also provides an online voting platform to the company’s shareholders through the Shenzhen Stock Exchange trading system and the Shenzhen Stock Exchange Internet voting system. The time for online voting through the Shenzhen Stock Exchange trading system is 9:15-9:25, 9:30-11:30, and 13:00-15:00 on January 14, 2026. The time for voting through the Shenzhen Stock Exchange Internet voting system is 9:15-15:00 on January 14, 2026. The actual time, place and method of holding this shareholders' meeting are consistent with the contents of the "Notice of Shareholders' Meeting".
(4) This shareholders' meeting will be presided over by the chairman of the company and complies with the relevant provisions of the Company Law and the Articles of Association.
Based on the above, the convening and procedures of this shareholders' meeting comply with the relevant provisions of the Company Law and the Articles of Association.
2. Qualifications of personnel attending this shareholders’ meeting and qualifications of convener
(1) According to the "Shareholder List", meeting register, signatures of shareholders and shareholders' agents who attended the on-site meeting and other documents provided by the company, and verified by our lawyers, a total of 2 shareholders and shareholders' agents attended the on-site shareholders' meeting, representing 147,438,708 voting shares of the company, accounting for 31.5949% of the company's total voting shares.
(2) According to the statistical data and confirmation provided by Shenzhen Securities Information Co., Ltd., a total of 378 shareholders voted through the Shenzhen Stock Exchange trading system and Internet voting system, representing 61,543,033 shares with voting rights for the company, accounting for 13.1882% of the company’s total voting shares.
(3) A total of 380 shareholders passed the on-site meeting and online voting of this shareholders' meeting, representing 208,981,741 shares of the company with voting rights, accounting for 44.7831% of the company's total voting shares.
(4) In addition to the above-mentioned shareholders and shareholders’ agents who attended the shareholders’ meeting, the company’s directors, senior managers and lawyers of the firm attended or attended the on-site meeting of the shareholders’ meeting. 1
(5) According to the "Notice of Shareholders' Meeting", the convener of this shareholders' meeting is the company's board of directors. As the convener of this shareholders' meeting, the board of directors complies with the relevant provisions of the Company Law and the Articles of Association.
Based on the above, the qualifications of the personnel attending this shareholders' meeting and the qualifications of the convener of this shareholders' meeting comply with the relevant provisions of the Company Law and the Articles of Association.
3. Voting procedures and results of this shareholders’ meeting
(1) This shareholders’ meeting will be voted by a combination of on-site voting and online voting. The shareholders and shareholders' proxies who attended the on-site meeting voted by registered vote on the proposals included in the "Notice of the Shareholders' Meeting". No new proposals were proposed by shareholders and shareholders' proxies at this shareholders' meeting. The company carried out vote counting and supervision in accordance with the procedures stipulated in the "Articles of Association". At the same time, the company provides an online voting platform to the company's shareholders through the Shenzhen Stock Exchange trading system and the Shenzhen Stock Exchange Internet voting system.
(2) Based on the combined on-site voting and online voting results after the voting at this shareholders’ meeting, this shareholders’ meeting considered and approved the following proposals:
- "Proposal on the Board of Directors' Proposal to Revise the Conversion Price of Convertible Corporate Bonds Downward"
Voting results: 205,931,233 shares voted in favor, accounting for 98.5403% of the total voting shares present at this shareholders' meeting; 2,915,718 opposed shares, accounting for 1.3952% of the total voting shares present at this shareholders' meeting; 134,790 abstained shares, accounting for 0.0645% of the total voting shares present at this shareholders' meeting.
Voting results: This motion was reviewed and passed.
- "Proposal on Amending the Articles of Association and Related Rules of Procedure"
Voting results: 208,187,661 shares agreed, accounting for 99.6200% of the total voting shares present at this shareholders' meeting; 665,290 opposed shares, accounting for 0.3183% of the total voting shares present at this shareholders' meeting; 128,790 abstained shares, accounting for 0.0616% of the total voting shares present at this shareholders' meeting.
Voting results: This motion was reviewed and passed.
Based on the above, the voting procedures of this shareholders' meeting comply with the relevant provisions of the Company Law and the Articles of Association, and the resolutions of the shareholders' meeting made thereby are legal and valid.
4. Conclusions
1 According to communication with the company, the company has canceled the board of supervisors after convening the second extraordinary general meeting of shareholders in 2025 on November 11, 2025. It is a clerical error to include supervisors as attendees in this "Notice of Shareholders Meeting".
To sum up, the company’s convening and convening procedures, qualifications of attendees, convenor qualifications and voting procedures of this shareholders’ meeting are in compliance with the relevant provisions of Chinese laws, regulations and the Articles of Association, and the resulting resolutions of the shareholders’ meeting are legal and valid.
The Exchange agrees to announce this legal opinion together with the resolution of the company’s current shareholders’ meeting in accordance with relevant regulations. This legal opinion is made in triplicate and will take effect after being signed by our lawyers and stamped with our official seal. (There is no text below this page, and a signature page is appended.)
(This page has no text, but is the signature page of the "Legal Opinion of Beijing Junhe (Guangzhou) Law Firm on the First Extraordinary Shareholders Meeting of Guangzhou Wondfo Biotechnology Co., Ltd. in 2026")
Beijing Junhe (Guangzhou) Law Firm
Person in charge: Zhang Ping
Handling lawyer:
Zhu Yuan Yuan’s handling lawyer:
Zhong Jue Lin
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