Kyodo Pharmaceutical: Beijing Zhonglun (Wuhan) Law Firm’s Legal Opinion on the First Extraordinary General Meeting of Shareholders of Hubei Kyodo Pharmaceutical Co., Ltd. in 2025
Beijing Zhonglun (Wuhan) Law Firm
Legal Opinion on the First Extraordinary General Meeting of Shareholders of Hubei Tongyong Pharmaceutical Co., Ltd. in 2025
September 2025
legal opinion
Beijing Zhonglun (Wuhan) Law Firm
About Hubei Tongyong Pharmaceutical Co., Ltd.
Legal Opinion of the First Extraordinary General Meeting of Shareholders in 2025
To Hubei Tongyong Pharmaceutical Co., Ltd.
Beijing Zhonglun (Wuhan) Law Firm accepted the entrustment of Hubei Kyodo Pharmaceutical Co., Ltd. (hereinafter referred to as the "Company") and assigned its lawyers to attend the company's first extraordinary shareholders' meeting in 2025 (hereinafter referred to as the "shareholders' meeting") and conduct on-site witnessing in accordance with the law. In accordance with the Company Law of the People's Republic of China, the Securities Law of the People's Republic of China, the Rules of Shareholders' Meetings of Listed Companies and other laws, regulations and normative documents, as well as the relevant provisions of the Articles of Association of Hubei Gongyong Pharmaceutical Co., Ltd. (hereinafter referred to as the "Articles of Association"), a legal opinion is issued on matters related to the company's current shareholders' meeting.
Our lawyers issued legal opinions on the legality of the convening and convening procedures of the company's shareholders' meeting, the legality and validity of the qualifications of the convener of this shareholders' meeting, the legality and validity of the qualifications of the personnel attending the meeting, the voting procedures of the meeting, and the legality and validity of the voting results.
Our lawyers issue legal opinions based on their understanding of the facts that have occurred or existed before the date of issuance of the legal opinion and their understanding of current relevant laws and regulations.
In accordance with the recognized business standards, ethics and diligence of the legal industry, our lawyers have verified and verified all the necessary, complete and authentic documents and materials related to the company's shareholders' meeting provided by the company for the issuance of legal opinions, and hereby issue the following legal opinions:
- The convener of the company’s shareholders’ meeting is the company’s board of directors. The company held the meeting on August 27, 2025
legal opinion
At the eighth meeting of the third session of the Board of Directors, it was decided to convene the first extraordinary shareholders' meeting in 2025, and the time, location, voting methods, meeting topics, meeting attendees, on-site meeting registration methods, online voting procedures and other matters were announced on the Shenzhen Stock Exchange website on August 28, 2025. Our lawyers believe that this notice of shareholders’ meeting is legal and valid.
The on-site meeting of this general meeting of shareholders will be held at 14:00 on September 15, 2025, in the Joint Pharmaceutical Conference Room 1 on the 33rd floor of Building 1, Global Financial City, Jiangshan South Road, Wolong Avenue, Jiangshan South Road, Fancheng District, Xiangyang City, Hubei Province. This meeting was chaired by Mr. Xie Zubin, chairman of the company. The convening and convening procedures of this shareholders' meeting comply with the provisions of the "Company Law of the People's Republic of China" and the "Articles of Association"; the qualifications of the convener of this shareholders' meeting are legal and valid.
- A total of 4 shareholders and shareholders’ agents attended the on-site meeting of shareholders, representing 56,592,425 shares, accounting for 49.4378% of the company’s total shares, in compliance with the relevant provisions of the Company Law of the People’s Republic of China and the Articles of Association.
In addition to the company's shareholders, the company's directors, supervisors, and senior managers attended and participated in this meeting.
It has been verified that the qualifications of the attendees of this general meeting of shareholders are legal and valid.
According to statistics from the online voting system of the listed company's general meeting of shareholders, a total of 66 shareholders voted through the online voting system of the general meeting of shareholders, representing 302,300 shares, accounting for 0.2627% of the company's total shares. The qualifications of online voting shareholders are certified by the online voting system provider when they vote online. Our lawyers are unable to verify the qualifications of shareholders who vote online. On the premise that the qualifications of shareholders participating in online voting are in compliance with laws, administrative regulations and other normative provisions as well as the provisions of the Articles of Association, the relevant shareholders attending the meeting are qualified.
The company’s shareholders’ meeting adopted a combination of on-site voting and online voting to vote, and the matters listed in the announcement were reviewed and voted on. After the online voting period ends, the company will transmit the on-site voting results to the online voting system of the listed company's general meeting of shareholders. The online voting system of the listed company's general meeting of shareholders will combine the results of the on-site voting and online voting and provide the company with the final voting results.
The shareholders’ meeting reviewed the following proposals listed in the announcement. The details are as follows:
The "Proposal on Amending the Articles of Association" was voted on. The proposal is a special resolution and has been approved by more than two-thirds of the voting rights held by shareholders attending the meeting;
Voted and approved the "Proposal on the Election of Non-Independent Directors of the Third Board of Directors";
legal opinion
- The "Proposal on Establishing and Amending Part of the Company's Governance System" was voted on, including the following sub-proposals: (1) "The Proposal on Amending the "Rules of Procedure of the Company's Shareholders' Meeting"", which is a special resolution and has been
Approved by more than two-thirds of the voting rights held by shareholders present at the meeting;
(2) "Proposal on Amending the "Rules of Procedures of the Company's Board of Directors"", which is a special resolution and has been
Approved by more than two-thirds of the voting rights held by shareholders present at the meeting;
(3) "Proposal on Amending the Company's Working System for Independent Directors";
(4) "Proposal on Amending the Remuneration Plan for Directors and Senior Management of the Company";
(5) "Proposal on Amending the Company's Related Transaction Management System";
(6) "Proposal on Amending the Company's External Guarantee Management System";
(7) "Proposal on Amending the Company's External Investment Management System";
(8) "Proposal on Amending the "Measures for the Management of Company Raised Funds";
(9) "About the revision of the company's management system for preventing the occupation of funds by controlling shareholders, actual controllers and related parties"
motion".
Only one non-independent director will be elected at this general meeting of shareholders, and the cumulative voting system will not apply. The votes of small and medium investors have been counted separately for the above proposals.
The voting procedures of this shareholders' meeting comply with the relevant provisions of the "Company Law of the People's Republic of China" and the "Articles of Association", and the voting results are legal and valid.
To sum up, the convening and convening procedures of this general meeting of shareholders are in compliance with the provisions of laws, administrative regulations and other normative documents and the Articles of Association; the qualifications of the personnel attending this general meeting of shareholders and the qualifications of the convener are legal and valid; the voting procedures and voting results of this general meeting of shareholders are legal and valid.
Our lawyers agree to announce this legal opinion as a necessary document for the company’s first extraordinary general meeting of shareholders in 2025, and assume responsibility for the legal opinion in accordance with the law.