**LEGAL OPINION LETTER** **Reference No.: ** **Date: May 8, 2025** To: China Resources Pharmaceutical Group Co., Ltd. [Company Address] Dear Sir/Madam, We have been instructed by China Resources Pharmaceutical Group Co., Ltd. ("CRA") to act as its legal advisors in connection with the share purchase and increase (the "Shareholding Increase") by CR Pharmacy Investment Co., Ltd. ("CRPI") and its associated parties. Based on our thorough review of all relevant documents, we are pleased to provide the following legal opinion: --- ### 1. **Eligibility of CRPI** We confirm that CRPI is legally established and currently validly existing under the laws of [Jurisdiction]. It has full capacity and authority to acquire and hold shares in CRA. The purchase of shares by CRPI does not violate any provisions under applicable laws or regulations, including but not limited to: - The Company Law of the People's Republic of China; - The Securities Law of the People's Republic of China; - The Measures for the Administration of Acquisitions of Listed Companies (the "Acquisition Rules"). --- ### 2. **Legality of Shareholding Increase** The Shareholding Increase complies with all applicable laws and regulations, including: 1. **Acquisition Compliance**: - CRPI and its associated party, CR Dong Ao Co., Ltd. ("CRDA"), collectively hold more than 30% of CRA's issued shares (calculated on a diluted basis). This meets the condition under Rule 63(1)(iv) of the Acquisition Rules. 2. **增持 Implementation**: - Between November 8, 2024, and May 7, 2025, CRPI acquired an aggregate of 7,709,490 shares through centralized bidding transactions. - This represents a 1.2% increase in CRA's issued shares (calculated on a diluted basis), which is within the permitted limit under Rule 63(1)(iv). 3. **No Divestiture**: - There were no share divestitures during the增持 period. --- ### 3. **Exemption from Tender Offer** Under Rule 63 of the Acquisition Rules, CRPI is exempted from making a tender offer due to: - Its existing shareholding exceeds 30% of CRA's issued shares (calculated on a diluted basis). - The增持 amount does not exceed 2% of CRA's issued shares (calculated on a diluted basis). --- ### 4. **Compliance with Disclosure Requirements** All required disclosures have been made in accordance with applicable laws and regulations, including: - The announcement dated December 18, 2024, regarding the Shareholding Increase reaching 1% and the future增持 plan (Announcement No.: 2024-66). - A draft announcement is being prepared to confirm the completion of the Shareholding Increase. --- ### 5. **Conclusion** Based on our analysis, the Shareholding Increase by CRPI: - Is legally valid. - Complies with all applicable laws and regulations. We are confident that no legal obstacles will arise from the Shareholding Increase as described in this opinion letter. Yours sincerely, **[Name of Law Firm]** **[Name of Attorney]** **Attorney-at-Law**