安徽承义律师事务所 关于 华兰生物工程股份有限公司 召开 2025 年第一次临时股东大会的 法律意见书 安徽承义律师事务所 中国.合肥市政务区怀宁路 200 号栢悦中心 5 楼 邮编: 230022 电话（Tel）: （86-551）65609815 传真（Fax）: （86-551）65608051 网址（Website）: www.chengyi-law.com 电子信箱（E-mail）：chengyilawyer@163.com 安徽承义律师事务所 关于华兰生物工程股份有限公司 召开 2025 年第一次临时股东大会的法律意见书 （2025）承义法字第 00169 号 致：华兰生物工程股份有限公司 根据《中华人民共和国公司法》《中华人民共和国证券法》《上市公司股东 会规则》等法律法规和其他规范性文件的要求，安徽承义律师事务所接受华兰生 物工程股份有限公司（以下简称"公司"）的委托，指派鲍金桥、万晓宇律师（以 下简称"本律师"）就公司召开 2025 年第一次临时股东大会（以下简称"本次股东 大会"）出具法律意见书。 一、本次股东大会召集人资格和召集、召开的程序 经核查，本次股东大会是由公司第八届董事会召集， ...

Core Viewpoint - Hualan Biological's influenza vaccine has been removed from the World Health Organization's prequalification list, but the company asserts that this will not impact its overseas sales or overall performance [1]. Company Summary - Hualan Biological's influenza vaccine was first prequalified by the WHO in 2015, making it the first domestic influenza vaccine to receive this certification [4]. - The company plans to withdraw its three-valent influenza vaccine from the WHO prequalification list due to the age of its production facility, which has been in operation for 18 years [1]. - Hualan Biological's vaccine production capacity is robust, with the new production facilities (3/4/5/6) capable of producing 100 million doses of influenza vaccine annually [1]. Financial Performance - In 2024, Hualan Biological reported total revenue of 4.379 billion yuan, a year-on-year decrease of 18.02% [4]. - Vaccine products contributed 1.117 billion yuan to the total revenue, accounting for 25.51%, while blood products contributed 3.245 billion yuan, making up 74.12% of total revenue [4]. - The company's overseas business contributed only 1.727 million yuan, representing 0.04% of total revenue, indicating a strong focus on domestic operations [7]. Market Dynamics - The domestic influenza vaccine market is experiencing a price war, with significant price reductions initiated by major players, including Hualan Biological [10]. - Hualan's influenza vaccine prices have been reduced by approximately 30%, with specific products now priced at 88 yuan per dose for the four-valent influenza vaccine [10]. - The low vaccination rate in China, currently around 3%, is a significant barrier to market growth, with industry experts suggesting that lower prices could enhance vaccination uptake [10].

Core Viewpoint - The Chinese blood products industry is undergoing significant consolidation, with major players engaging in aggressive mergers and acquisitions to capture plasma resources, leading to the emergence of potential super giants in the sector [1][5]. Industry Landscape - The blood products industry in China is characterized by a "four-way" competitive landscape, dominated by four major groups: China National Pharmaceutical Group (Sinopharm), Haier Group, China Resources, and Hualan Biological Engineering [2][4]. - The industry has transitioned into a stock competition era since 2001, with new entrants needing to acquire existing licensed companies due to a moratorium on new licenses [2][3]. Mergers and Acquisitions - Significant acquisitions include China Resources' acquisition of Boya Biological for 4.8 billion yuan, Haier's 12.5 billion yuan acquisition of Shanghai Laishi, and Sinopharm's 4.5 billion yuan acquisition of Pilin Biological [1][2]. - The consolidation trend has led to a sharp increase in market concentration, with the top five companies' market share rising from under 50% in 2019 to over 70% by 2024 [4]. Plasma Collection and Utilization - Sinopharm's network includes 154 plasma collection stations, accounting for nearly 40% of the national total, with a collection volume of over 4,000 tons by mid-2025 [3]. - The cost structure of blood products heavily relies on raw plasma, which constitutes over 60% of total costs, making scale efficiency crucial for profitability [5][6]. Market Demand and Supply Gap - The domestic blood products market surpassed 60 billion yuan in 2023, with a demand gap of 4,000 tons, highlighting the need for leading companies to enhance their supply capabilities through technological upgrades [5][6]. - China's per capita consumption of blood products is significantly lower than that of developed countries, indicating a structural supply-demand imbalance [7][8]. Technological Advancements - Companies are shifting from a resource-driven model to a dual strategy of resource acquisition and research and development to overcome technological barriers and meet high-value product demands [9][10]. - Sinopharm and Hualan Biological are focusing on developing high-purity albumin and advanced coagulation factors, with significant investments in R&D to support these initiatives [10][11]. Future Outlook - The ongoing consolidation and technological advancements suggest that the Chinese blood products industry is on the verge of producing a super giant capable of competing globally [5][11]. - The combination of policy support, resource acquisition, and technological innovation is expected to drive the industry towards a more competitive and innovative future [10][11].

Industry Overview - Vaccines are essential biological products for preventing and controlling infectious diseases, representing a core defense in public health systems [1][5] - The Chinese vaccine industry is experiencing rapid growth, with the market size projected to increase from 306.22 billion yuan in 2015 to 1,762.19 billion yuan in 2024, and expected to exceed 300 billion yuan by 2031 [1][5] Industry Chain - The upstream of the vaccine industry includes raw material supply, such as microcarriers, human serum albumin, and packaging materials [3] - The midstream involves vaccine research and production, with key players including Sinopharm, Sinovac, CanSino, Zhifei, and Watson [3] - The downstream consists of vaccine distribution and consumption, reaching end consumers through health service centers and medical institutions [3] Current Industry Status - As of December 31, 2024, 47 companies in China have received vaccine batch approvals, totaling 543 million doses, with a decrease of 5.6% compared to 2023 [7] - The most approved vaccines in 2024 were influenza and rabies vaccines, each exceeding 80 million doses, accounting for 30% of total approvals [9] Market Competition - The Chinese vaccine market is characterized by a diverse competitive landscape, with local companies like Sinopharm and Zhifei rising against foreign giants like Merck and Pfizer [11] - Zhifei has achieved significant growth in international markets, with a 300% increase in exports of its WHO-precertified 23-valent pneumococcal polysaccharide vaccine [11] - Innovative companies like CanSino and Watson are making breakthroughs in mRNA and recombinant protein vaccines, enhancing their market presence [11][12] Future Trends - Technological innovation is driving the vaccine industry forward, with new platforms like mRNA and gene-engineered vaccines emerging [17] - The adult vaccine market is growing, with a 45% increase in HPV vaccine uptake in 2024, indicating a shift in public health awareness [18] - Chinese vaccine companies are expanding internationally, with over 2.5 billion doses of COVID-19 vaccines supplied abroad, focusing on markets in Africa and Southeast Asia [19]

Core Viewpoint - The company, Hualan Biological Engineering Co., Ltd., is revising its Articles of Association and related governance documents to comply with new regulations and improve corporate governance practices [1][2]. Summary by Sections Revision of Articles of Association - The company is amending its Articles of Association and related rules to align with the new Company Law and relevant regulations [1]. - Specific changes include the definition of the legal representative, responsibilities of the board, and shareholder rights [1][2]. Key Amendments - The legal representative will now be the Chairman of the Board, and the company must appoint a new legal representative within 30 days of any resignation [1]. - The company’s total share capital is confirmed to be 1,827,456,666 shares [2]. - The company will not provide financial assistance for acquiring its shares, except under specific conditions approved by the shareholders [2][3]. Shareholder Rights and Responsibilities - Shareholders have the right to request information, attend meetings, and propose resolutions [6][7]. - The company must ensure equal rights for shareholders holding the same class of shares [6][7]. - Shareholders holding more than 5% of shares must report any pledges of their shares [12][13]. Governance and Decision-Making - The company’s governance structure allows for shareholder meetings to decide on major issues such as capital increases, mergers, and financial audits [16][17]. - The company must obtain shareholder approval for external guarantees exceeding certain thresholds [16][17]. Legal Compliance - The company is required to comply with legal obligations regarding shareholder rights and corporate governance [12][14]. - Any resolutions made by the board or shareholders that violate laws can be challenged in court [8][9].

Group 1 - The core point of the announcement is the approval of the 2025 executive compensation plan for senior management at Hualan Biological Engineering Co., Ltd. [1][2] - The compensation plan includes a basic salary and performance-based salary, with the basic salary being fixed and paid monthly, while the performance salary is linked to the company's profit completion rate and assessment results [1][2] - The plan is applicable to senior management personnel, including the general manager, executive vice general manager, vice general managers, financial director, and board secretary, for the period from January 1, 2025, to December 31, 2025 [1][2] Group 2 - The compensation for senior management holding multiple positions will be calculated based on the highest position, avoiding duplicate payments [2] - The compensation is pre-tax income, with personal income tax withheld and paid by the company [2] - The compensation and assessment committee supervises the implementation of the annual performance assessment system, and actual payment amounts may vary [2] Group 3 - The compensation plan was reviewed and approved by the board's compensation and assessment committee, which deemed it reasonable and compliant with relevant laws and regulations, benefiting the company and all shareholders [2] - The plan aims to enhance the diligence and responsibility of senior management, improving the overall management level of the company and aligning with its long-term development goals [2]

Core Viewpoint - The company is undergoing a board re-election process, transitioning from the eighth to the ninth board, with specific candidates nominated for both independent and non-independent director positions [1][2]. Board Election Summary - The ninth board will consist of 9 directors, including 6 non-independent directors (one being a representative of employees) and 3 independent directors [1]. - Candidates for non-independent directors include An Kang, Fan Bei, An Wenqi, An Wenjue, and Pan Ruowen, while candidates for independent directors are Su Zhiguo, Wang Yunlong, and Liu Wanli [2]. - The election will be conducted at the shareholders' meeting using a cumulative voting system, requiring approval from the shareholders [2][3]. Candidate Qualifications - The nomination committee has confirmed that all candidates meet the qualifications required by relevant laws and the company's articles of association [2]. - An Kang, the actual controller of the company, holds 327,787,406 shares and has not faced any penalties from regulatory bodies [4]. - Fan Bei, An Wenqi, An Wenjue, and Pan Ruowen have extensive experience within the company and have not faced any regulatory penalties [5][6]. Independent Directors - Su Zhiguo, Wang Yunlong, and Liu Wanli are nominated as independent directors, with Liu Wanli being a qualified accountant [7][8][9]. - All independent director candidates have no conflicts of interest with the company and have not faced any penalties from regulatory authorities [7][8][9].

华兰生物工程股份有限公司 独立董事提名人声明 提名人华兰生物工程股份有限公司董事会现就提名刘万丽为华兰生物工 程股份有限公司第 9 届董事会独立董事候选人发表公开声明。被提名人已书面同 意作为华兰生物工程股份有限公司第 9 届董事会独立董事候选人（参见该独立董事 候选人声明）。本次提名是在充分了解被提名人职业、学历、职称、详细的工作经 历、全部兼职、有无重大失信等不 良记录等情况后作出的，本提名人认为被提名人 符合相关法律、行政法规、部门规章、规范性文件和深圳证券交易所 业务规则对独 立董事候选人任职资格及独立性的要求，具体声明并承诺如下事项： 一、被提名人已经通过华兰生物工程股份有限公司第 9 届董事会提名委员 会或者独立董事专门会议资格审查，提名人与被提名人不存在利害关系或者其他 可能影响独立履职情形的密切关系。 √是 □ 否 二、被提名人不存在《中华人民共和国公司法》第一百四十六条等规定不得 担任公司董事的情形。 √是 □ 否 三、被提名人符合中国证监会《上市公司独立董事管理办法》和深圳证券交 易所业务规则规定的独立董事任职资格和条件。 √是 □ 否 四、被提名人符合公司章程规定的独立董事任职条件。 √ ...

华兰生物工程股份有限公司 独立董事候选人声明与承诺 声明人王云龙作为华兰生物工程股份有限公司第 9 届董事会独立董事 候选人，已充分了解并同意由提名人华兰生物工程股份有限公司董事会提名 为华兰生物工程股份有限公司（以下简称该公司）第 9 届董事会独立董事 候选人。现公开声明和保证，本人与该公司之间不存在任何影响本人独立性的 关系，且符合相关法律、行政法规、部门规章、规范性文件和深圳证券交易所 业务规则对独立董事候选人任职资格及独立性的要求，具体声明并承诺如下事 项： 一、本人已经通过华兰生物工程股份有限公司第 9 届董事会提名委员会 或者独立董事专门会议资格审查，提名人与本 人不存在利害关系或者其他可 能影响独立履职情形的密切关系。 √是 □否 三、本人符合中国证监会《上市公司独立董事管理办法》和深圳证券交易 所业务规则规定的独立董事任职资格和条件。 √是 □否 四、本人符合该公司章程规定的独立董事任职条件。 √是 □否 五、本人已经参加培训并取得证券交易所认可的相关培训证明材料（如有）。 √是 □否 六、本人担任独立董事不会违反《中华人民共和国公务员法》的相关规定。 √是 □否 七、本人担任独立董事不会违反 ...

Meeting Details - The company will hold its first extraordinary general meeting of shareholders for 2025 on July 8, 2025, at 14:30 [1][2] - Shareholders can vote either in person or via a network voting system provided by the Shenzhen Stock Exchange [1][2] Voting Procedures - Shareholders must choose between on-site voting or network voting, with duplicate votes being invalidated [1][3] - The network voting will be available from 9:15 to 15:00 on July 8, 2025 [2] - Specific procedures for network voting are outlined, including the need for shareholders to authenticate their identity [5][7] Agenda Items - The meeting will discuss several proposals, including the establishment of a compensation management system for directors and senior management [3][8] - A special resolution requires a two-thirds majority of the voting rights held by attending shareholders [3] Registration and Attendance - Shareholders must register to attend the meeting, with specific documentation required for both individual and corporate shareholders [4][9] - The company encourages shareholders to utilize the network voting option due to limited on-site capacity [4]