Beijing Deheng (Chongqing) Law Offices
Regarding the Legal Opinion on the Second Extraordinary General Meeting of North China Pharmaceutical Co., Ltd. in 2026
Deheng Ref: 15G20260004-00003
To: North China Pharmaceutical Co., Ltd.
The Second Extraordinary General Meeting of North China Pharmaceutical Co., Ltd. (hereinafter referred to as the "Company") in 2026 (hereinafter referred to as the "Meeting") was convened on June 22, 2026, at 2:45 PM. Beijing Deheng (Chongqing) Law Offices (hereinafter referred to as "Deheng") was entrusted by the Company to appoint lawyers Tian Jing and Xia Haoyun (hereinafter referred to as "Deheng Lawyers") to attend the Meeting. In accordance with the "Securities Law of the People's Republic of China" (hereinafter referred to as the "Securities Law"), the "Company Law of the People's Republic of China" (hereinafter referred to as the "Company Law"), the "Rules for Shareholders' Meetings of Listed Companies" issued by the China Securities Regulatory Commission (hereinafter referred to as the "Shareholders' Meeting Rules"), and the "Articles of Association of North China Pharmaceutical Co., Ltd." (hereinafter referred to as the "Articles of Association"), Deheng Lawyers have witnessed the convening and holding procedures, the qualifications of attendees, and the voting procedures of the Meeting and hereby issue their legal opinion.
To issue this legal opinion, Deheng Lawyers attended the Meeting and reviewed the following documents provided by the Company, including but not limited to:
(I) The Articles of Association of North China Pharmaceutical Co., Ltd.;
(II) The Shareholders' Meeting Rules of North China Pharmaceutical Co., Ltd.;
(III) The Resolution of the 20th Meeting of the 11th Board of Directors;
(IV) The Notice of the Second Extraordinary General Meeting of North China Pharmaceutical Co., Ltd. in 2026, published by the Company on June 6, 2026, on the Juchao Information Network (http://www.cninfo.com.cn) (hereinafter referred to as the "Notice of the General Meeting");
(V) The registration and verification of shareholder qualifications for the on-site meeting of this Meeting;
(VI) The voting statistics of the shareholders' meeting of this Meeting;
(VII) Other relevant documents of this Meeting.
Deheng Lawyers have obtained the information they deem necessary to issue this legal opinion. Based on the materials provided by the Company, the relevant laws and regulations, and the Company's Articles of Association, Deheng Lawyers have reviewed the convening and holding procedures, attendee qualifications, voting procedures, and voting results of this Meeting in accordance with the requirements of the "Shareholders' Meeting Rules" and other relevant laws and regulations.
In this legal opinion, Deheng Lawyers, in accordance with the requirements of the "Shareholders' Meeting Rules" and other laws, regulations, the "Company Law," and the "Articles of Association," have reviewed the convening and holding procedures, attendee qualifications, voting procedures, and voting results of this Meeting. The convening and holding procedures, attendee qualifications, voting procedures, and voting results of this Meeting are legal and valid.
Deheng Lawyers, based on the "Securities Law," "Lawyer's Law," and other relevant laws and regulations, have conducted due diligence on the Company's operations and have verified the facts and authenticity of the matters presented in this legal opinion. The Company has fully disclosed the relevant information, and there are no material omissions, false statements, or misleading representations in the information provided.
This legal opinion is issued based on the facts and information available up to the date of issuance. Deheng Lawyers are not responsible for any matters not covered by this legal opinion.