Grandall Law Firm (Hangzhou) Legal Opinion
To: Wanbangde Pharmaceutical Holdings Group Co., Ltd.
Grandall Law Firm (Hangzhou) (hereinafter referred to as "the Firm") has been entrusted by Wanbangde Pharmaceutical Holdings Group Co., Ltd. (hereinafter referred to as "the Company") to appoint lawyers to attend the Company's 2025 Annual General Meeting (hereinafter referred to as "the Meeting"). In accordance with the "Company Law of the People's Republic of China" (hereinafter referred to as "Company Law"), the "Securities Law of the People's Republic of China" (hereinafter referred to as "Securities Law"), the "Rules for Shareholders' Meetings of Listed Companies" issued by the China Securities Regulatory Commission (hereinafter referred to as "China Securities Regulatory Commission") (hereinafter referred to as "Shareholders' Meeting Rules"), the "Corporate Governance Guidelines" (hereinafter referred to as "Governance Guidelines"), and the "Shenzhen Stock Exchange Listed Company Self-Regulatory Management Guide No. 1 - Standardized Operation of Main Board Listed Companies" (hereinafter referred to as "Standardized Operation Guide"), as well as other relevant laws, administrative regulations, normative documents, and the currently effective "Articles of Association of Wanbangde Pharmaceutical Holdings Group Co., Ltd." (hereinafter referred to as "Articles of Association"), and the "Shareholders' Meeting Procedures of Wanbangde Pharmaceutical Holdings Group Co., Ltd." (hereinafter referred to as "Shareholders' Meeting Procedures"), this legal opinion is issued regarding the convening, procedures, attendee qualifications, convener qualifications, voting procedures, and voting results of the Meeting.
To issue this legal opinion, the Firm's lawyers attended the Meeting, reviewed the original and copies of the relevant documents provided by the Company for the Meeting, including but not limited to the various agendas and relevant resolutions for the Meeting, and listened to the statements and explanations of relevant Company personnel regarding the facts.
The Company has undertaken to the Firm that the documents and statements provided by the Company are complete, true, and valid, that the signatures and seals on the originals are authentic, and that all facts and documents that could affect this legal opinion have been disclosed to the Firm without any concealment or omission.
The Firm's lawyers express their legal opinion solely based on the facts existing prior to the date of issuance of this legal opinion and in accordance with relevant laws, administrative regulations, normative documents, and the provisions of the Articles of Association. In this legal opinion, the Firm's lawyers
only express opinions on the legality and validity of the convening and holding procedures, attendee qualifications, convener qualifications, voting procedures, and voting results of the Meeting, and do not express opinions on the content of the proposals deliberated at the Meeting or the truthfulness and accuracy of the facts or data stated in these proposals.
This legal opinion is for the purpose of witnessing the Meeting only and shall not be used for any other purpose or in any other way. The Firm agrees that the Company may use this legal opinion as part of the announcement materials for the Meeting, which will be disclosed to the public along with other information requiring disclosure, and the Firm shall bear legal responsibility for the legal opinions expressed herein in accordance with the law.
The Firm's lawyers, in accordance with the requirements of the currently effective Chinese laws, regulations, and relevant rules and normative documents of the China Securities Regulatory Commission, and in accordance with the generally accepted professional standards, ethical norms, and diligence spirit of the legal profession, hereby issue the legal opinion as follows:
I. Regarding the Convening and Holding Procedures of the Meeting