Nanwei Medicine: Jiangsu Xingao Law Firm's witness legal opinion on the first extraordinary general meeting of shareholders of Nanwei Medical Technology Co., Ltd. in 2025
DATE:  Jan 17 2025

Jiangsu Xingao Law Firm

concerning

Nanwei Medical Technology Co., Ltd

of the First Extraordinary General Meeting of Shareholders in 2025

Witness legal opinions

Address: 9th and 10th Floors, Block A, PICC (Nanjing) Financial Building, No. 419, Longpan Middle Road, Qinhuai District, Nanjing

Tel: (025)84715285 Fax: (025)84703306 Zip code: 210001

Jiangsu Xingao Law Firm

About Nanwei Medical Technology Co., Ltd

Witness legal opinion for the first extraordinary general meeting of shareholders in 2025

Su Gao Lu Gu Zi [2025] No. [0101].

To: Nanwei Medical Technology Co., Ltd

Jiangsu Xingao Law Firm (hereinafter referred to as the "Firm") was entrusted by Nanwei Medical Technology Co., Ltd. (hereinafter referred to as the "Company") to appoint Lu Jiapei and Zhang Mei (hereinafter referred to as the "Firm's lawyers") to attend the Company's first extraordinary general meeting of shareholders in 2025 (hereinafter referred to as the "Shareholders' Meeting") to witness the legality of the Shareholders' Meeting and issue legal opinions.

This legal opinion is issued 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 (hereinafter referred to as the "Securities Law"), the Rules of the General Meeting of Shareholders of Listed Companies (hereinafter referred to as the "Rules") and other relevant laws, regulations and normative documents, as well as the Articles of Association of Nanwei Medical Technology Co., Ltd. (hereinafter referred to as the "Articles of Association").

The Company has promised to the Firm that the documents provided by the Company and the statements and explanations made by the Company are complete, true and valid, the relevant originals and their signatures and seals are authentic, and all facts and documents that may affect this legal opinion have been disclosed to the Firm without any concealment or omission.

The lawyers of the firm only express their opinions on whether the convening, convening procedures, qualifications of attendees, voting methods, voting procedures and voting results of the company's general meeting of shareholders comply with the provisions of relevant laws, regulations, normative documents and the articles of association, and do not express opinions on the content of the proposals deliberated at the meeting and the authenticity and accuracy of the facts or data expressed in the proposals.

This legal opinion is only for the legitimate purpose of the company's general meeting of shareholders and shall not be used for any other purpose.

In accordance with the requirements of relevant laws and regulations, in accordance with the generally recognized professional standards, ethics and diligence of the lawyer industry

In the spirit of conscientiousness, the lawyers of the firm have verified and verified the relevant documents and relevant facts provided by the company, and hereby issue the following legal opinions:

1. The convening and convening procedures of the general meeting of shareholders

(1) The convening of the general meeting of shareholders

The general meeting of shareholders was convened by the board of directors of the company, and the board of directors has issued the notice of Nanwei Medical Technology Co., Ltd. on convening the first extraordinary general meeting of shareholders in 2025 on the website of the Shanghai Stock Exchange (hereinafter referred to as the "Shanghai Stock Exchange") 15 days before the meeting (December 25, 2024), and in 2025

On January 9, the Shanghai Stock Exchange website released the "Nanwei Medical Technology Co., Ltd. First Provisional in 2025

General Meeting Materials. The above-mentioned announcement sets out the time, place, deliberations, qualifications of attendees, voting methods, etc.

Our lawyers believe that the convening procedure of the company's general meeting of shareholders is in accordance with the provisions of the Company Law, Rules and other relevant laws, regulations, normative documents and the Articles of Association.

(2) The convening of the general meeting of shareholders

The general meeting of shareholders was held by a combination of on-site voting and online voting. On-site meetings were held in:

January 16, 2025 at 14:00 p.m. at the company meeting at Building 1, No. 199, Yaogu Avenue, Jiangbei New District, Nanjing

The chamber is convened. The online voting time is January 16, 2025, through the voting platform of the Shanghai Stock Exchange trading system

The voting time is 9:15-9:25, 9:30-11:30, 13:00-15:00 on the day of the general meeting of shareholders, and the voting time through the Internet voting platform is 9:15-15:00 on the day of the general meeting.

Our lawyers believe that the convening procedures of the company's general meeting of shareholders are in accordance with the provisions of the Company Law, Rules and other relevant laws, regulations, normative documents and the Articles of Association.

To sum up, our lawyers believe that the convening and convening procedures of this general meeting of shareholders comply with the provisions of the Company Law, Rules and other relevant laws, regulations, normative documents and the Articles of Association.

2. Qualifications of attendees of the general meeting of shareholders

(1) Shareholders and shareholders' representatives attending the on-site meeting

According to the signatures and power of attorney and other documents of the shareholders attending the meeting on site, there were 10 shareholders and shareholders' representatives attending the shareholders' meeting, and the total number of voting shares held by them was 42,330,224 shares, accounting for 22.6436% of the company's total voting shares.

(2) Shareholders who vote online

According to the data provided by Shanghai Stock Exchange Information Network Co., Ltd., a total of 130 shareholders participated in the online voting at the shareholders' meeting, and the total number of voting shares held was 65,233,971 shares, accounting for 34.8955% of the company's total voting shares.

(3) Other personnel participating in the on-site meeting

In addition to shareholders, the participants in the on-site meeting are the company's directors, supervisors, senior management and lawyers hired by the company.

To sum up, our lawyers believe that the qualifications of the personnel attending the shareholders' meeting comply with the provisions of the Company Law, Rules and other relevant laws, regulations, normative documents and the Articles of Association.

3. Shareholder qualifications for new proposals put forward at the general meeting of shareholders

It has been verified that no new proposals were put forward at this shareholders' meeting.

4. Voting methods, voting procedures and voting results of the general meeting of shareholders

The general meeting of shareholders adopts a combination of on-site voting and online voting. The on-site meeting of the general meeting of shareholders voted by registered vote, and the shareholders and shareholders' representatives who attended the on-site meeting voted on the proposals included in the agenda of the general meeting of shareholders one by one, and announced the voting results on the spot after the scrutineers and tellers scrutinized, checked and counted the votes; SSE Information Network Co., Ltd. provided the voting results of the online voting. After the voting of the general meeting of shareholders, the company consolidated the voting results of on-site and online voting.

According to the statistical data of on-site and online voting results provided by the company, the general meeting of shareholders deliberated and passed the following proposals:

1. Proposal on the Estimated Quota of Daily Related Party Transactions in 2025.

To sum up, our lawyers believe that the voting method and voting procedures of this general meeting of shareholders comply with the provisions of the Company Law, Rules and other relevant laws, regulations, normative documents and the Articles of Association, and the voting results are legal and valid.

Concluding remarks

To sum up, our lawyers believe that the convening of the company's general meeting of shareholders, the convening procedures, the qualifications of the attendees, the voting methods, the voting procedures and the voting results are in accordance with the provisions of the Company Law, the Rules and other relevant laws, regulations, normative documents and the Articles of Association. The resolutions made at this general meeting of shareholders are legal and valid.

This legal opinion shall be made in triplicate, and shall take effect after being signed by the lawyer of the firm and stamped with the official seal of the firm.

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