国浩律师（上海）事务所 关 于 之 法律意见书 上海市静安区山西北路 99 号苏河湾中心 MT25-28 楼 邮编：200085 25-28/F, Suhe Centre, 99 North Shanxi Road, Jing'an District, Shanghai 200085, China 电话/Tel: +86 21 5234 1668 传真/Fax: +86 21 5234 1670 网址/Website: http://www.grandall.com.cn 二零二五年七月 国浩律师（上海）事务所 关于安徽华人健康医药股份有限公司 2025 年第二次临时股东大会之法律意见书 致：安徽华人健康医药股份有限公司 安徽华人健康医药股份有限公司 2025 年第二次临时股东大会 安徽华人健康医药股份有限公司（以下简称"公司"）2025 年第二次临时股 东大会于 2025 年 7 月 18 日召开。国浩律师（上海）事务所（以下简称"本所"） 经公司聘请，委派律师参加了公司本次股东大会的全过程，并根据《中华人民共 和国公司法》（以下简称"《公司法》"）、《中华人民共和国证券法》（以下 简称"《证券法》"）等法 ...

证券代码：301408 证券简称：华人健康 公告编号：2025-050 安徽华人健康医药股份有限公司 2025 年第二次临时股东大会决议公告 本公司及董事会全体成员保证信息披露的内容真实、准确、完整，没有虚 假记载、误导性陈述或重大遗漏。 特别提示： 1、本次股东大会未出现否决议案的情形。 2、本次股东大会未涉及变更以往股东大会已通过的决议。 一、会议召开和出席情况 （一）会议召开情况 1、会议召开时间 （1）现场会议召开时间：2025 年 7 月 18 日（星期五）下午 14：30。 （2）网络投票时间：通过深圳证券交易所互联网系统投票的时间为 2025 年 7 月 18 日 9:15-15:00；通过深圳证券交易所交易系统进行网络投票的时间为 2025 年 7 月 18 日上午 9:15-9:25，9:30-11:30，下午 13:00-15:00。 2、现场会议召开地点：安徽省合肥市包河区上海路 18 号华人健康大厦 6 楼 601 会议室。 3、会议召开方式：本次会议采取现场投票和网络投票相结合的方式召开。 4、会议召集人：董事会。 5、会议主持人：董事长何家乐。 6、本次会议的召集、召开符合《中华人 ...

Group 1 - The core viewpoint of the articles highlights the financial performance and market position of Huaren Health, indicating a steady growth in revenue and profit, alongside a relatively high PE ratio compared to industry averages [1][2] - As of July 8, Huaren Health's closing price was 14.42 yuan, with a PE ratio of 38.16 times and a total market capitalization of 5.768 billion yuan [1] - The company operates in the pharmaceutical retail and distribution sector, with a focus on traditional and Western medicines, health products, and medical devices [1] Group 2 - For the fiscal year 2024, Huaren Health reported a record revenue of 4.532 billion yuan, representing a year-on-year growth of 19.34%, and a net profit of 138 million yuan, up 20.09% from the previous year [1] - The first quarter of 2025 showed a revenue of 1.267 billion yuan, an increase of 14.71% year-on-year, and a net profit of 61.22 million yuan, reflecting a growth of 28.15% [2] - The company’s R&D expenses reached 29.39 million yuan, marking a 21.46% increase compared to the previous year, indicating a commitment to innovation and development [1]

Group 1 - The company held its fifth board meeting on June 26, 2025, with 9 directors present, and the meeting was convened by Chairman He Jiale [1] - The board approved the proposal to abolish the supervisory board, transferring its powers to the audit committee of the board [1] - The company will revise its articles of association accordingly and seek authorization from the shareholders' meeting for subsequent registration and filing [1] Group 2 - All proposals presented at the board meeting received unanimous approval with 9 votes in favor, and they will be submitted to the shareholders' meeting for review [2][3][4][5] - The company aims to enhance its governance structure and operational standards by revising relevant governance documents in accordance with applicable laws and regulations [2][5] - The second extraordinary shareholders' meeting is scheduled for July 18, 2025, combining on-site and online voting [6]

Core Viewpoint - The document outlines the procedures and responsibilities related to the resignation and departure of directors and senior management at Anhui Huaren Health Pharmaceutical Co., Ltd, ensuring compliance with relevant laws and maintaining corporate governance stability [1][3][4]. Group 1: Resignation Procedures - The company must complete the re-election of a director within 60 days if a resignation is submitted [1]. - Directors and senior management must provide a resignation report detailing the resignation date, reason, position, and any continued roles within the company [1]. - If a director's resignation results in the board falling below the legal minimum number of members, the original director must continue to perform their duties until a new director is appointed [3][4]. Group 2: Responsibilities and Obligations - Departing directors and senior management must hand over all relevant documents, seals, data assets, and unresolved matters within five working days after their resignation [5]. - They are required to cooperate with the company regarding any significant matters that occurred during their tenure and must not interfere with the company's operations post-departure [7]. - The loyalty obligations of departing directors and senior management remain in effect for three years after their resignation [7]. Group 3: Shareholding Restrictions - Departing directors and senior management are prohibited from transferring their shares within 12 months of the company's listing and are limited in the amount they can transfer during their tenure and for six months post-tenure [7].

General Principles - The company aims to strengthen management control over its subsidiaries and standardize internal operations to protect the rights of the company and its investors [1] - The company exercises shareholder rights through voting and appointing directors and supervisors to its subsidiaries, while also providing guidance and supervision [1][2] Management Principles - The management control over subsidiaries is intended to establish effective control mechanisms to enhance governance structure, asset management, and overall operational efficiency [1][2] - Subsidiaries must report significant business and financial matters that could impact the company [1][2] Establishment of Subsidiaries - The establishment of subsidiaries must comply with national laws and align with the company's strategic planning and core competitiveness [1][2] - Approval for establishing subsidiaries or mergers must follow the company's articles of association and investment management regulations [1][2] Governance Structure - The company collaborates with other shareholders to establish governance structures for subsidiaries, ensuring compliance with legal requirements [2] - The company appoints directors and supervisors to maintain governance oversight, with a majority of board members being company representatives [2][3] Financial Management - Subsidiaries must adhere to a unified accounting system and financial management practices dictated by the company [3] - Financial reports must be submitted timely, and the company has the right to audit and review subsidiary operations [3] Supervision and Accountability - The company supervises subsidiaries' operations, investments, and compliance with disclosure regulations [3] - Subsidiaries must maintain transparency and cannot engage in unauthorized financial activities [3] Miscellaneous Provisions - The provisions of this system will be executed in accordance with relevant laws and regulations, and the company board has the authority to interpret the system [4]

Meeting Overview - The company will hold its second extraordinary general meeting of shareholders on July 18, 2025, at 14:30, combining on-site and online voting methods [1][2] - The online voting will be available through the Shenzhen Stock Exchange trading system and internet voting system from 9:15 to 15:00 on the same day [1][2] Voting Rights and Procedures - All shareholders registered by July 10, 2025, are entitled to attend the meeting and vote, either in person or by proxy [2][3] - Shareholders can only choose one voting method: on-site or online, with the first valid vote being counted in case of duplicate votes [2][3] Agenda Items - Proposals submitted for voting have been approved by the board and require at least two-thirds of the voting rights held by attending shareholders to pass [3] - The company will separately count and disclose the voting results of minority investors [3] Registration Details - Registration for the meeting can be done on-site, via mail, or email, with specific times and locations provided [4] - Natural persons must present identification and proof of shareholding, while legal entities must provide additional documentation [4] Online Voting Process - The company will provide a platform for online voting, with detailed procedures outlined for shareholders to follow [5][6] - Shareholders must complete identity verification to participate in online voting [5][6] Contact Information - The meeting will take place in Hefei, Anhui Province, with contact details provided for inquiries [5]

Core Viewpoint - The internal audit system of Anhui Huaren Health Pharmaceutical Co., Ltd. aims to ensure compliance, asset security, and the authenticity of financial reporting while enhancing operational efficiency and supporting the company's strategic development [2][4]. Group 1: Internal Control Objectives - Internal control is a process implemented by the board of directors, audit committee, management, and all employees to achieve control objectives [2]. - The goals of internal control include ensuring legal compliance in management, asset security, and the authenticity and completeness of financial reports [2]. Group 2: Internal Audit Structure - The company has established an internal audit department responsible for supervising business activities, risk management, internal controls, and financial information [4][6]. - The internal audit department reports to the board of directors and is supervised by the audit committee [4][6]. Group 3: Responsibilities of Internal Audit - The internal audit department is tasked with evaluating the effectiveness of internal controls, the authenticity of financial information, and the efficiency of business activities [4][5]. - Internal audit personnel must possess professional qualifications and adhere to ethical standards while conducting audits [4][10]. Group 4: Reporting and Evaluation - The internal audit department must report any significant deficiencies or risks in internal controls to the audit committee promptly [5][6]. - The audit committee is responsible for reviewing internal audit reports and providing written assessments of the effectiveness of internal controls to the board of directors [6][8]. Group 5: Compliance and Accountability - The company must disclose any significant deficiencies in internal controls to the Shenzhen Stock Exchange and outline the measures taken to address these issues [6][9]. - Internal audit personnel are protected by laws and regulations, and any obstruction or retaliation against them is prohibited [4][10].

Core Points - The document outlines the management system for the shares held by directors and senior management of Anhui Huaren Health Pharmaceutical Co., Ltd, emphasizing the need for compliance with relevant laws and regulations [2][3][12] - It specifies the procedures for reporting share transactions by directors and senior management, including timelines for notification and disclosure [4][5][20] - The document establishes restrictions on the transfer of shares by directors and senior management, including limits on the number of shares that can be sold within a year and conditions under which shares cannot be transferred [6][8][19] Group 1 - The management system is established to enhance the oversight of shares held by directors and senior management, in accordance with the Company Law and Securities Law [2][3] - Directors and senior management must notify the board secretary in writing before buying or selling shares, and the board secretary is responsible for managing and verifying the information [4][12] - The document outlines the calculation of transferable shares, stating that newly acquired shares can only be transferred under specific conditions [3][5] Group 2 - Restrictions on share transfers include a maximum of 25% of total shares held per year and a six-month lock-up period after leaving the company [4][6][19] - Certain conditions prohibit directors and senior management from trading shares, such as during the period before financial report announcements and when under investigation for violations [8][18] - The document mandates that any changes in shareholding must be reported to the Shenzhen Stock Exchange within two trading days, including details of the transaction [20][9]

Core Viewpoint - Anhui Huaren Health Pharmaceutical Co., Ltd. is revising its Articles of Association to eliminate the supervisory board, transferring its responsibilities to the audit committee of the board of directors, in compliance with relevant laws and regulations [1][2][3]. Summary by Sections Reason for Revision - The revision is based on the requirements of the Company Law of the People's Republic of China and related regulations, which state that the supervisory board will no longer be established, and its functions will be assumed by the audit committee of the board of directors [1][2]. Details of the Revision - The specific changes to the Articles of Association include the removal of the supervisory board and the corresponding rules, with updates to terminology such as changing "shareholders' meeting" to "shareholders' assembly" and updating numerical representations [1][2][3]. Other Matters - The board of directors has requested the shareholders' meeting to authorize the management to handle subsequent registration changes and filing of the revised Articles of Association [2][3].