Legal Opinion from Beijing Jin Du (Chongqing) Law Firm on the 2025 Annual Shareholders' Meeting of Chongqing Zhifei Biological Products Co., Ltd.
To: Chongqing Zhifei Biological Products Co., Ltd.
Beijing Jin Du (Chongqing) Law Firm (hereinafter referred to as "this Firm") has been entrusted by Chongqing Zhifei Biological Products Co., Ltd. (hereinafter referred to as "the Company") to issue this legal opinion in accordance with the Securities Law of the People's Republic of China (hereinafter referred to as "Securities Law"), the Company Law of the People's Republic of China (hereinafter referred to as "Company Law"), and the Rules for Shareholders' Meetings of Listed Companies issued by the China Securities Regulatory Commission (hereinafter referred to as "Shareholders' Meeting Rules"), as well as other applicable laws, administrative regulations, rules, normative documents, and the current effective articles of association of the Company within the territory of the People's Republic of China (hereinafter referred to as "China", for the purpose of this legal opinion, excluding the Hong Kong Special Administrative Region, Macao Special Administrative Region, and Taiwan Province). This Firm has appointed lawyers to attend the Company's 2025 Annual Shareholders' Meeting held on June 1, 2026 (hereinafter referred to as "this Shareholders' Meeting") and has issued this legal opinion regarding matters related to this Shareholders' Meeting.
To issue this legal opinion, the lawyers of this Firm reviewed the following documents, including but not limited to:
- The Articles of Association of Chongqing Zhifei Biological Products Co., Ltd. approved at the Company's second extraordinary shareholders' meeting held on November 18, 2025 (hereinafter referred to as "Articles of Association");
- The announcement of the resolutions of the 11th meeting of the 6th Board of Directors published on April 28, 2026, on the Giant Tide Information Network;
- The notice regarding the convening of the 2025 Annual Shareholders' Meeting published on April 28, 2026, on the Giant Tide Information Network (hereinafter referred to as "Notice of the 2025 Annual Shareholders' Meeting");
- The shareholder register provided by the Company as of the record date for this Shareholders' Meeting;
- The attendance registration records and supporting materials of shareholders present at the meeting;
- The statistical results of the online voting for this Shareholders' Meeting provided by Shenzhen Securities Information Co., Ltd.;
- The proposals for this Shareholders' Meeting and related announcement documents;
- Other meeting documents.
The Company has assured this Firm that it has disclosed all facts that may affect the issuance of this legal opinion and has provided all original written materials, copies, and commitments required by this Firm for the issuance of this legal opinion, with no concealment, false statements, or significant omissions. The documents and materials provided by the Company to this Firm are true, accurate, complete, and valid, and if the documents are copies or reproductions, they are consistent with the originals.
In this legal opinion, this Firm only expresses opinions on the convening and holding procedures of this Shareholders' Meeting, the qualifications of the attendees, the qualifications of the convener, and the voting procedures, as well as whether the voting results comply with relevant laws, administrative regulations, the Shareholders' Meeting Rules, and the Articles of Association. This Firm does not express opinions on the content of the proposals reviewed at this Shareholders' Meeting or the truthfulness and accuracy of the facts or data presented in those proposals. This Firm only expresses opinions based on the currently effective laws and regulations within China and does not express opinions based on any foreign laws.