/Alyin: Beijing Deheng Law Firm's legal opinion on the repurchase and cancellation of some restricted stocks in the 2025 A-share restricted stock incentive plan of Alyin Pharmaceutical Group (Tianjin) Co., Ltd.
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Alyin: Beijing Deheng Law Firm's legal opinion on the repurchase and cancellation of some restricted stocks in the 2025 A-share restricted stock incentive plan of Alyin Pharmaceutical Group (Tianjin) Co., Ltd.

Shenzhen Stock Exchange
2025/12/20

Beijing Deheng Law Firm

About

Asymchem Pharmaceutical Group (Tianjin) Co., Ltd.

Legal opinions on the repurchase price adjustment of the 2025 A-share restricted stock incentive plan and the repurchase and cancellation of some restricted stocks.

12th Floor, Tower B, Fukai Building, No. 19 Financial Street, Xicheng District, Beijing

Tel: 010-52682888 Fax: 010-52682999 Postcode: 100033 Beijing Deheng Law Firm About the 2025 A-Share Restricted Stock Incentive Plan of Aileen Pharmaceutical Group (Tianjin) Co., Ltd.

Legal opinions on repurchase price adjustment and repurchase and cancellation of some restricted stocks

  1. Approval and authorization of the repurchase, cancellation and price adjustment......................................3

  2. Regarding the reasons for the cancellation of this repurchase, price adjustment, quantity and source of funds......................5

  3. Concluding comments................................................................................................................6Beijing Deheng Law Firm’s legal opinion on the repurchase price adjustment and repurchase and cancellation of some restricted shares of A-Share Restricted Stock Incentive Plan 2025 of Asymchem Pharmaceutical Group (Tianjin) Co., Ltd. Beijing Deheng Law Firm

About Asymchem Pharmaceutical Group (Tianjin) Co., Ltd.

2025 A-share restricted stock incentive plan repurchase price adjustment and

Legal opinions on the matter of repurchase and cancellation of some restricted stocks

Deheng No. 01F20250024-04 To: Aline Pharmaceutical Group (Tianjin) Co., Ltd.

Beijing DeHeng Law Firm (hereinafter referred to as the "Firm") was entrusted by Asymchem Pharmaceutical Group (Tianjin) Co., Ltd. (hereinafter referred to as the "Company" or "Asymchem") to serve as the special legal counsel for Asymchem's 2025 restricted stock incentive plan (hereinafter referred to as the "Incentive Plan" or "the Plan"). The Firm has complied 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 "Measures for the Administration of Equity Incentives of Listed Companies" (hereinafter referred to as the "Administration Measures") issued by the China Securities Regulatory Commission (hereinafter referred to as the "CSRC"), and the "Shenzhen Stock Exchange Self-Regulatory Guidelines for Listed Companies No. 1 - Business Office" issued by the Shenzhen Stock Exchange (hereinafter referred to as the "Shenzhen Stock Exchange") "Self-Regulation Guidelines No. 1") and other laws, administrative regulations, departmental rules and other normative documents and the "Articles of Association of Asymchem Pharmaceutical Group (Tianjin) Co., Ltd." (hereinafter referred to as the "Articles of Association") According to the regulations, in accordance with the recognized business standards, ethics and diligence of the lawyer industry, the repurchase and cancellation of some restricted stocks under this incentive plan (hereinafter referred to as the "repurchase and cancellation") has been verified and verified, and this legal opinion is issued accordingly.

The company has made a commitment to this firm, guaranteeing that the signatures and seals on the original documents, duplicate materials and photocopies it provided to the firm for this incentive plan are all authentic; the statements and explanations it has made are complete, true and valid; all facts and documents that could affect this legal opinion have been disclosed to the firm, and there are no concealments or omissions.

In accordance with the provisions of the Securities Law, the Administrative Measures for Law Firms Engaging in Securities Legal Business, and the Rules for the Practice of Securities Legal Business of Law Firms, and based on the facts that have occurred or existed before the date of issuance of this legal opinion, our firm and our lawyers have strictly performed legal duties and followed the principles of diligence and good faith. We have conducted sufficient verification and verification to ensure that the facts identified in this legal opinion are true, accurate, and complete. Beijing Deheng Law Firm About the 2025 A-share restricted stock incentive plan of Asymchem Pharmaceutical Group (Tianjin) Co., Ltd.

The concluding opinions issued on the repurchase price adjustment and the repurchase and cancellation of some restricted stock matters are legal and accurate. There are no false records, misleading statements or major omissions, and corresponding legal responsibilities shall be assumed.

Our firm only expresses legal opinions on legal issues related to the company's incentive plan matters, and does not express opinions on accounting, auditing, asset evaluation, investment decision-making, financial analysis and other non-legal professional matters and reports; our firm's reference in this legal opinion to certain data and conclusions in relevant statements, financial audits and asset valuation and other documents does not mean that our firm makes any express or implied guarantees for the authenticity and accuracy of these data and conclusions. Our firm and our lawyers are not qualified to verify and make judgments on such content.

This legal opinion is only used by the company for the purpose of this incentive plan and may not be used by anyone for any other purpose without the consent of the firm.

Our firm agrees that the company may quote the relevant content of this legal opinion in the documents produced for this incentive plan. However, when the company makes the above quotation, it shall not cause any legal ambiguity or misinterpretation due to the quotation.

Our lawyers agree to use this legal opinion as a necessary legal document for the company's incentive plan, submit it together with other application materials, and bear corresponding legal responsibility for the legal opinions issued in accordance with the law.

Based on the above, in accordance with the provisions of the Company Law, the Securities Law, the Administrative Measures, the Self-Regulatory Guidelines No. 1 and the Articles of Association, and in accordance with the recognized business standards, ethics and diligence of the Chinese lawyer industry, our firm has verified and verified the relevant documents and facts of the company’s incentive plan, and hereby issues this legal opinion as follows:

1. Approval and authorization of the repurchase, cancellation and price adjustment

  1. On January 24, 2025, the company held the 59th meeting of the fourth board of directors, which reviewed and approved the "Proposal on the Company's 2025 A-Share Restricted Stock Incentive Plan (Draft)" and its Summary, the "Proposal on the Company's "2025 A-Share Restricted Stock Incentive Plan Implementation Assessment and Management Measures", and the "Proposal on Requesting the General Meeting of Shareholders to Authorize the Board of Directors to Handle Matters Related to the Company's 2025 A-Share Restricted Stock Incentive Plan". The company held the 60th meeting of the fourth board of directors on March 18, 2025, and reviewed and approved the "Proposal on the Company's 2025 A-Share Restricted Stock Incentive Plan (Draft)" and its revised summary. In accordance with the "Administrative Measures" and other relevant regulations, our lawyers conducted an item-by-item verification of the legality and compliance of the company's incentive plan.

Beijing Deheng Law Firm provides legal opinions on the repurchase price adjustment of the 2025 A-share restricted stock incentive plan of Asymchem Pharmaceutical Group (Tianjin) Co., Ltd. and the repurchase and cancellation of some restricted stocks.

  1. From January 25, 2025 to February 21, 2025, the company publicized the names and positions of the incentive recipients within the company. As of the expiration of the publicity period, the company’s Board of Supervisors has not received any objections from anyone to the proposed incentive recipients. On March 28, 2025, the company disclosed the "Explanation of the Supervisory Board of Asymchem Pharmaceutical Group (Tianjin) Co., Ltd. on the review opinions and public disclosure of the incentive list of the 2025 A-share restricted stock incentive plan".

  2. On April 3, 2025, the company held the first extraordinary general meeting of shareholders in 2025, which reviewed and approved the "Proposal on the Company's 2025 A-Share Restricted Stock Incentive Plan (Draft)" and its Summary Revised Draft, the "Proposal on the Company's "2025 A-Share Restricted Stock Incentive Plan Implementation Assessment and Management Measures", and the "Proposal on Requesting the General Meeting of Shareholders to Authorize the Board of Directors to Handle Matters Related to the Company's 2025 A-Share Restricted Stock Incentive Plan".

  3. On April 24, 2025, the company held the 63rd meeting of the fourth board of directors and the 50th meeting of the fourth board of supervisors, and reviewed and approved the "Proposal on the First Grant of A-Share Restricted Stocks to Incentive Objects".

  4. On June 6, 2025, the company issued the "Announcement on the Completion of Registration for the Initial Grant of A-Share Restricted Stocks" on cnchao.com, and actually granted 4.2733 million restricted shares to 561 eligible incentive targets, and completed the registration on June 5, 2025.

  5. On September 29, 2025, the fourth meeting of the company’s fifth board of directors reviewed and approved the “Proposal on Granting Reserved A-Share Restricted Stocks to Incentive Objects”. The Remuneration and Appraisal Committee of the Board of Directors verified the list of incentive targets reserved for the grant of restricted stocks.

  6. On November 28, 2025, the company issued the "Announcement on the Completion of Registration for the Reserved Grant of A-Share Restricted Stocks" on cnchao.com, and actually granted 291,400 restricted shares to 137 eligible incentive targets, and completed the registration on November 27, 2025.

  7. On December 19, 2025, the sixth meeting of the company’s fifth board of directors reviewed and approved the “Proposal on Adjustments to Matters Related to the 2025 A-Share Restricted Stock Incentive Plan” and the “Proposal on the Repurchase and Cancellation of Certain Restricted Stocks in the 2025 A-Share Restricted Stock Incentive Plan.” The Remuneration and Appraisal Committee of the Board of Directors issued verification opinions.

Beijing Deheng Law Firm provides legal opinions on the repurchase price adjustment of the 2025 A-share restricted stock incentive plan of Asymchem Pharmaceutical Group (Tianjin) Co., Ltd. and the repurchase and cancellation of some restricted stocks.

In summary, our lawyers believe that this repurchase cancellation and repurchase price adjustment have obtained the necessary approvals and authorizations at this stage, and are in compliance with the relevant provisions of the "Administrative Measures", "Self-Regulation Guidelines No. 1" and the "Revised Draft of the 2025 A-Share Restricted Stock Incentive Plan (Draft)" (hereinafter referred to as the "Incentive Plan (Draft)").

2. Regarding the reasons for the cancellation of this repurchase, price adjustment, quantity and funding sources

  1. Reasons for repurchase and cancellation

According to the provisions of the "Incentive Plan (Draft)": "Incentive objects leave their jobs due to resignation or company layoffs. Restricted stocks that have been granted to the incentive objects but have not been released from sale restrictions under this plan shall not be released from sale and shall be repurchased and canceled by the company at the grant price." Therefore, the restricted stocks held by the departing incentive objects shall be repurchased and canceled by the company. The company's 2025 A-share restricted stock incentive plan first granted incentive objects to 7 people and 1 person who was reserved to grant incentives has resigned from the company.

  1. Buy-back price

(1) Basis for repurchase price adjustment

According to the provisions of the "Incentive Plan (Draft)": "After the restricted stocks granted to the incentive objects have been registered, if the company has converted capital reserves into share capital, distributed stock dividends, split shares, allotment or reduction of shares, paid dividends and other events that affect the company's total share capital or the company's stock price, the company should make corresponding adjustments to the repurchase price of the restricted stocks that have not yet been lifted."

The company held the 2024 annual shareholders' meeting on June 11, 2025, and reviewed and approved the 2024 annual equity distribution plan. The specific plan is: based on the total share capital entitled to profit distribution on the equity registration date when the distribution plan is implemented in the future, it is planned to distribute a cash dividend of RMB 11 (tax included) to all shareholders for every 10 shares. No bonus shares will be given, and no capital reserve will be converted into share capital.

(2) Repurchase price adjustment method

Adjustment to the repurchase price of the first grant of restricted shares:

P=P0-V=37.52-1.1=36.42 yuan/share

Among them: P is the adjusted repurchase price of restricted shares per share, V is the dividend amount per share; P0 is the grant price of restricted shares per share.

Beijing Deheng Law Firm issued a legal opinion on the repurchase price adjustment of the 2025 A-share restricted stock incentive plan of Asymchem Pharmaceutical Group (Tianjin) Co., Ltd. and the repurchase and cancellation of some restricted stocks. According to the above adjustment method, the repurchase price of the first granted restricted stock was adjusted to 36.42 yuan/share. The reserved grant of restricted shares does not involve price adjustment, and the repurchase price is 53.24 yuan/share.

  1. Repurchase and cancellation quantity

The number of restricted shares to be repurchased and canceled is 33,000 shares (including 31,000 shares for initial grant and 2,000 shares for reserved grant).

After the completion of this repurchase and cancellation, the number of incentive recipients for the initial grant of A-share restricted stocks in 2025 will be adjusted from 561 to 554, and the total number of initial grant incentives will be adjusted from 4,273,300 shares to 4,242,300 shares; the number of reserved grant incentive recipients will be adjusted from 137 to 136, and the total number of reserved grants will be adjusted from 291,400 shares to 289,400 shares.

  1. Source of repurchase funds

The company's repurchase funds used for this repurchase and cancellation totaled RMB 1,235,500. The funds required for this repurchase and cancellation came from the company's own funds.

In summary, our lawyers believe that the reasons for the cancellation of this repurchase, the price and quantity, and the source of repurchase funds are all in compliance with the relevant provisions of the "Administrative Measures", "Self-Regulation Guidelines No. 1" and the "Incentive Plan (Draft)".

3. Conclusions

To sum up, our lawyers believe that the company has fulfilled all necessary legal procedures at this stage regarding the cancellation of this repurchase and the adjustment of the cancellation price of repurchase; the reasons for the cancellation of this repurchase, the basis and method of adjustment of the repurchase price, the quantity of repurchase, and the source of repurchase funds are all in compliance with the " "Administrative Measures", "Self-Regulatory Guidelines No. 1" and the "Incentive Plan (Draft)"; the repurchase and cancellation related matters have resulted in a reduction in the company's registered capital, and the company still needs to be reviewed and approved by the shareholders' meeting in accordance with the provisions of the "Company Law" and perform capital reduction procedures. This legal opinion is made in two original copies and will take effect after being signed by the handling lawyer of the firm and stamped with the official seal of the firm.

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Beijing Deheng Law Firm About the 2025 A-Share Restricted Stock Incentive Plan of Asymchem Pharmaceutical Group (Tianjin) Co., Ltd.

Legal opinions on the repurchase price adjustment and the repurchase and cancellation of some restricted stocks (this page has no text, but is the signature page of "Beijing Deheng Law Firm's legal opinions on the repurchase price adjustment and the repurchase and cancellation of some restricted stocks of the 2025 A-share restricted stock incentive plan of Alain Pharmaceutical Group (Tianjin) Co., Ltd.")

Beijing Deheng Law Firm

Person in charge:_______________

Wang Li

Handling lawyer: ____________________

Sun Yanli

Handling lawyer: ____________________

Ma Tsuen

2025 month day