Jinhe Biotech: Beijing Zhonglun (Shanghai) Law Firm's legal opinion on matters related to the first grant of the third unlocking period for the 2023 restricted stock incentive plan of Jinhe Biotechnology Co., Ltd. and the achievement of conditions for lifting the restrictions on the reserved grant of the second unlocking period, the repurchase and cancellation of some restricted stocks, and the adjustment of the repurchase price.
Beijing Zhonglun (Shanghai) Law Firm About Jinhe Biotechnology Co., Ltd.
2023 Restricted Stock Incentive Plan
The first grant of the third unlocking period and the reserved grant of the second unlocking period include the achievement of conditions for lifting the restrictions, the repurchase and cancellation of some restricted stocks and the adjustment of the repurchase price.
legal opinion
September 2026
Beijing Zhonglun (Shanghai) Law Firm
About Jinhe Biotechnology Co., Ltd.
2023 Restricted Stock Incentive Plan
The first grant of the third unlocking period and the reserved grant of the second unlocking period, the achievement of lifting the restrictions, and the repurchase and cancellation of some restricted stocks.
and adjustments to matters related to repurchase prices
legal opinion
To: Jinhe Biotechnology Co., Ltd.
Beijing Zhonglun (Shanghai) Law Firm (hereinafter referred to as the "Firm") was entrusted by Jinhe Biotechnology Co., Ltd. (hereinafter referred to as "Jinhe Biotechnology" or the "Company") to serve as the special legal counsel for the company's 2023 restricted stock incentive plan (hereinafter referred to as the "Incentive Plan", "This Incentive Plan" or "This Incentive Plan").
Our firm complies 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"), and the "Equity Equity of Listed Companies" issued by the China Securities Regulatory Commission (hereinafter referred to as the "China Securities Regulatory Commission"). Incentive Management Measures" (hereinafter referred to as the "Management Measures") and other current laws, regulations, administrative rules and normative documents, as well as the Articles of Association of Jinhe Biotechnology Co., Ltd. (hereinafter referred to as the "Articles of Association"), "Golden Biotechnology Co., Ltd." 2023 Restricted Stock Incentive Plan (Draft)" and its amendments (hereinafter referred to as the "Incentive Plan"), in accordance with the business standards, ethics and diligence recognized by the lawyer industry, the firm has lifted the restrictions on the third unlocking period for the first portion of the company's incentive plan and the second unlocking period for the reserved portion of the award.
This legal opinion (hereinafter referred to as "this legal opinion") is issued regarding the achievement of this legal opinion (hereinafter referred to as "this release of restrictions"), this repurchase and cancellation of some of the restricted stocks that have been granted but not yet released from the incentive plan (hereinafter referred to as "this repurchase and cancellation"), and the adjustment of the repurchase price (hereinafter referred to as "this adjustment of repurchase price").
In order to issue this legal opinion, in accordance with the provisions of relevant laws, administrative regulations, normative documents and the requirements of the firm's business rules, and based on the principles of prudence and importance, our lawyers have verified and verified the documents and facts related to the company's lifting of sales restrictions, this repurchase cancellation and this adjustment of the repurchase price.
Our firm only expresses legal opinions on the domestic laws of the People's Republic of China (only for the purpose of this legal opinion, excluding the laws of the Hong Kong Special Administrative Region, the laws of the Macau Special Administrative Region and the laws of Taiwan) related to the lifting of the sales restriction, the cancellation of the repurchase and the adjustment of the repurchase price, and does not express opinions on professional matters such as accounting, auditing and asset valuation. Our firm has not investigated legal matters in other jurisdictions outside the territory of China, nor does it express opinions on legal issues in other jurisdictions outside the territory of China. When this legal opinion mentions accounting, auditing, asset valuation and other professional matters or legal matters in other jurisdictions outside China, it is quoted in accordance with reports or opinions issued by other relevant professional institutions. The lawyers handled by our firm have only fulfilled ordinary people's ordinary duty of care for such non-China legal business matters. Our firm's citation of certain data and conclusions in reports or opinions issued by other relevant professional organizations in this legal opinion does not mean that our firm makes any express or implied guarantee as to the authenticity and accuracy of these data and conclusions.
In order to issue this legal opinion, our firm makes the following statement:
- The legal opinions issued by our firm are based on the relevant facts that have occurred or existed before the date of issuance of this legal opinion and the laws, regulations, administrative rules and other normative documents that have been officially promulgated and implemented and are currently effective. Our legal opinions are based on our understanding of the relevant facts and our understanding of the relevant laws;
2． The Exchange requires the company to provide original written materials, duplicate materials, photocopied materials or oral testimony that the Exchange considers necessary and authentic to issue this legal opinion. The documents and materials provided by the company should be complete, authentic and valid, without concealment, falsehood or major omissions; if the documents and materials are copies or photocopies, they should be consistent and consistent with the originals or originals;
legal opinion
In accordance with the provisions of the Securities Law, the Administrative Measures for Law Firms Engaging in Securities Legal Business, the Rules for the Practice of Securities Legal Business of Law Firms (Trial), and the facts that have occurred or existed before the date of issuance of this legal opinion, the firm and its handling lawyers have strictly performed their statutory duties and complied with Following 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, that the concluding opinions expressed are legal and accurate, and that there are no false records, misleading statements, or major omissions, and we shall bear corresponding legal responsibilities;
For facts that are crucial to the issuance of this legal opinion but cannot be supported by independent evidence, our lawyers rely on certification documents, explanatory documents issued by relevant government departments, Jinhe Biotech and related personnel, or reports from relevant professional institutions to issue legal opinions;
5． The Exchange agrees to regard this legal opinion as a necessary legal document for the company to implement the lifting of sales restrictions, the cancellation of this repurchase and the adjustment of the repurchase price, and it shall be reported or publicly disclosed together with other application materials, and shall bear corresponding legal liability for the legal opinions issued in accordance with the law;
6． Our firm and our lawyers have not authorized any unit or individual to make any interpretation or explanation of this legal opinion;
7． This legal opinion is only used by the company for the purpose of lifting the sales restriction, canceling the repurchase and adjusting the repurchase price. It may not be used by any other person or for any other purpose without the written consent of the Exchange.
Based on the above, our firm issues the following legal opinions:
legal opinion
Text
1. Approval and authorization of this lifting of sales restrictions, this repurchase cancellation and this repurchase price adjustment
According to the information provided by the company and verified by our lawyers, as of the date of issuance of this legal opinion, the company has performed the following procedures for this grant:
On April 21, 2023, the 36th meeting of the company's fifth board of directors reviewed and approved the "Proposal on the Company's "2023 Restricted Stock Incentive Plan (Draft)" and its Summary, "The Proposal on the Company's "Measures for Implementation Assessment and Management of the 2023 Restricted Stock Incentive Plan", "The Proposal on Submitting to the General Meeting of Shareholders to Authorize the Board of Directors to Handle Matters Related to the 2023 Restricted Stock Incentive Plan" and other relevant proposals. The company's independent directors have expressed independent opinions on this incentive plan.
On April 21, 2023, the 24th meeting of the company’s fifth session of the Board of Supervisors reviewed and approved the “Proposal on the Company’s 2023 Restricted Stock Incentive Plan (Draft)” and its Summary, the “Proposal on the Company’s Implementation Assessment and Management Measures for the 2023 Restricted Stock Incentive Plan”, the “Proposal on Verifying the Company’s “List of Initial Awarded Incentive Objects of the 2023 Restricted Stock Incentive Plan”” and other related proposals.
On April 22, 2023, the company announced the names and positions of the incentive recipients on its internal website. The publicity period was from April 22, 2023 to May 1, 2023. During the publicity period, the company's board of supervisors did not receive any objection from any organization or individual to the company's proposed incentives for this incentive plan. On May 8, 2023, the company disclosed the "Explanation and Verification Opinions of the Board of Supervisors on the Publicity of the List of Incentive Objects First Granted to the Company's 2023 Restricted Stock Incentive Plan".
On May 12, 2023, the company's 2022 Annual General Meeting of Shareholders reviewed and approved the "Proposal on the Company's "2023 Restricted Stock Incentive Plan (Draft)" and its Summary, "The Proposal on the Company's "2023 Restricted Stock Incentive Plan Implementation Assessment and Management Measures", "The Proposal on Proposing to the General Meeting of Shareholders to Authorize the Board of Directors to Handle Matters Related to the 2023 Restricted Stock Incentive Plan" and other relevant proposals. The company disclosed the "Self-examination Report on the Purchase and Sale of Company Stocks by Insiders and Incentive Targets of the 2023 Restricted Stock Incentive Plan" on May 13, 2023.
On June 5, 2023, the third meeting of the company’s sixth board of directors and the second meeting of the sixth board of supervisors reviewed and approved the “Proposal on Adjusting the Grant Price of the Restricted Stock Incentive Plan in 2023” and “On
Legal Opinion on the Proposal to Grant Restricted Stocks to the Incentive Objects of the 2023 Restricted Stock Incentive Plan for the First Time. The company's independent directors expressed independent opinions on the above proposals.
On June 28, 2023, the fourth meeting of the company's sixth board of directors and the third meeting of the sixth board of supervisors reviewed and approved the "Proposal on Adjusting the List of Incentive Objects and the Number of Rights Granted for the First Time in the Company's 2023 Restricted Stock Incentive Plan." The company's independent directors expressed independent opinions on the above proposals.
On December 6, 2023, the ninth meeting of the company’s sixth board of directors and the eighth meeting of the sixth board of supervisors reviewed and approved the “Proposal on Granting Reserved Restricted Stocks (First Batch) to Incentive Objects of the 2023 Restricted Stock Incentive Plan”.
On December 8, 2023, the company announced the names and positions of the incentive targets on its internal website, and the publicity period was from December 8, 2023 to December 18, 2023. During the publicity period, the company's board of supervisors did not receive any objections from any organization or individual to the targets of the company's incentive plan. On December 20, 2023, the company disclosed the "Explanation and Verification Opinions of the Board of Supervisors on the Publicity and Verification Opinions of the List of Incentive Objects Reserved for the Company's 2023 Restricted Stock Incentive Plan".
On April 25, 2024, the 13th meeting of the company’s sixth board of directors and the 11th meeting of the sixth board of supervisors reviewed and approved the “Proposal on Adjusting the Company-Level Performance Assessment Indicators of the 2023 Restricted Stock Incentive Plan and Simultaneously Modifying Related Documents” and the “Proposal on Repurchasing and Cancelling Certain Restricted Stocks and Adjusting the Repurchase Price.”
On May 20, 2024, the company's 2023 Annual General Meeting of Shareholders reviewed and approved the "Proposal on Adjusting the Company-Level Performance Assessment Indicators of the 2023 Restricted Stock Incentive Plan and Simultaneous Modification of Related Documents" and the "Proposal on Repurchasing and Cancelling Part of Restricted Stocks and Adjusting the Repurchase Price." The company disclosed the "Announcement on the Repurchase and Cancellation of Certain Restricted Stocks, the Reduction of Registered Capital and Notification to Creditors" on May 21, 2024.
On September 23, 2024, the 18th meeting of the company's 6th board of directors and the 15th meeting of the 6th board of supervisors reviewed and approved the "Proposal on the Repurchase and Cancellation of Certain Restricted Stocks".
On October 10, 2024, the company’s second extraordinary shareholders’ meeting in 2024 reviewed and approved the “Proposal on the Repurchase and Cancellation of Certain Restricted Stocks”.
On July 7, 2025, the 27th meeting of the company’s sixth board of directors and the 22nd meeting of the sixth board of supervisors reviewed and approved the “Proposal on the Repurchase and Cancellation of Certain Restricted Stocks and Adjustment of the Repurchase Price”.
Legal Opinion "Proposal on the 2023 Restricted Stock Incentive Plan's First Grant of the Second Unlocking Period and the Reservation of Grants of the First Unlocked Period and the Achievement of Unlocking Conditions".
On July 23, 2025, the company’s 2025 Fourth Extraordinary General Meeting of Shareholders reviewed and approved the “Proposal on the Repurchase and Cancellation of Certain Restricted Stocks and Adjustment of the Repurchase Price”.
On December 30, 2025, the 35th meeting of the company's sixth board of directors reviewed and approved the "Proposal on the Repurchase and Cancellation of Certain Restricted Stocks", agreeing to the company's repurchase and cancellation of 30,000 restricted shares that have been granted but have not yet been released from sale restrictions.
On January 16, 2026, the company’s first extraordinary shareholders’ meeting in 2026 reviewed and approved the “Proposal on the Repurchase and Cancellation of Certain Restricted Stocks”. The company disclosed the "Announcement on Repurchasing and Cancelling Part of Restricted Stock to Reduce Registered Capital and Notifying Creditors" on January 17, 2026.
On September 7, 2026, the ninth meeting of the company's seventh board of directors reviewed and approved the "Proposal on the Repurchase and Cancellation of Certain Restricted Stocks and Adjustment of the Repurchase Price" and the "Proposal on the 2023 Restricted Stock Incentive Plan to Grant the Third Unlocking Period for the First Time and Reserve the Grant of the Second Unlocking Period to Release the Restriction Conditions."
According to the relevant provisions of the "Articles of Association", "Management Measures" and "Incentive Plan", the repurchase and cancellation still needs to be reviewed and approved by the company's shareholders' meeting.
In summary, our lawyers believe that as of the date of issuance of this legal opinion, the company has fulfilled the necessary approvals and authorizations at this stage for matters related to the lifting of sales restrictions, the cancellation of this repurchase and the adjustment of the repurchase price, and is in compliance with the relevant provisions of the "Articles of Association", "Management Measures" and "Incentive Plan".
2. Relevant circumstances of this lifting of sales restrictions
According to the ninth meeting of the company’s seventh board of directors and the instructions issued by the company, the details of the company’s achievements in lifting the sales restrictions are as follows:
(1) The sales restriction period for this lifting of sales restrictions expires
According to the relevant provisions of the "Incentive Plan", the third unlocking period for the initial grant of restricted stocks is from the first trading day 36 months after the completion of registration of the corresponding part of restricted stocks to the last trading day within 48 months from the date of completion of registration of the corresponding part of restricted stocks. According to the company in 2023
According to the "Announcement on the Completion of Registration for the First Grant of the 2023 Restricted Stock Incentive Plan" disclosed in the legal opinion on July 11, 2023, the date of completion of registration for the first grant of this incentive plan is July 7, 2023.
According to the relevant provisions of the "Incentive Plan", the second unlocking period for reserved granted restricted stocks is from the first trading day after 24 months from the date of completion of registration of reserved grant to the last trading day within 36 months from the date of completion of registration of reserved grant. According to the "Announcement on the Completion of Registration for the Reserved Grant of the 2023 Restricted Stock Incentive Plan (First Batch)" disclosed by the company on January 2, 2024, the date of completion of registration for the reserved grant of this incentive plan is December 28, 2023.
In summary, as of the date of issuance of this legal opinion, the third sales lock-up period for the first grant portion of this incentive plan and the second sale lock-up period for the reserved grant portion have expired.
(2) Conditions and achievements for lifting sales restrictions this time
According to the relevant provisions of the "Incentive Plan", during the unlocking period, the restricted stocks granted to the incentive targets can be unlocked only when the following conditions are met:
- The company has not experienced any of the following situations:
(1) The financial accounting report of the most recent fiscal year was issued a negative opinion or an audit report in which a certified public accountant was unable to express an opinion;
(2) An audit report in which a certified public accountant issued a negative opinion or was unable to express an opinion on the internal control of the financial report in the most recent fiscal year;
(3) In the last 36 months after listing, there has been any failure to distribute profits in accordance with laws, regulations, articles of association, and public commitments;
(4) Equity incentives are not allowed according to laws and regulations;
(5) Other circumstances determined by the China Securities Regulatory Commission.
According to the "Audit Report" (XYZH/2026XAAA5B0105), "Internal Control Audit Report" (XYZH/2026XAA A5B0106) issued by ShineWing Certified Public Accountants LLP (Special General Partnership) on April 27, 2026, and the instructions issued by the company, and approved by our lawyers through the China Securities Regulatory Commission website (http://ww w.csrc.gov.cn/), China Securities Regulatory Commission Inner Mongolia Supervision Bureau website (http://www.csrc.gov.cn/neimengg u/), Shenzhen Stock Exchange website (http://www.szse.cn/), Credit China website (https://www.cr
Searching public websites such as Legal Opinion (editchina.gov.cn/) shows that as of the date of issuance of this Legal Opinion, the Company does not have the above situation.
2． The incentive objects do not have any of the following situations:
(1) Determined as an unsuitable candidate by the stock exchange within the last 12 months;
(2) Have been deemed as inappropriate candidates by the China Securities Regulatory Commission and its dispatched agencies within the last 12 months;
(3) In the past 12 months, the company has been subject to administrative penalties or market ban measures by the China Securities Regulatory Commission and its dispatched agencies due to serious violations of laws and regulations;
(4) Those who are prohibited from serving as company directors or senior managers as stipulated in the Company Law; (5) Those who are prohibited from participating in equity incentives of listed companies according to laws and regulations;
(6) Other circumstances determined by the China Securities Regulatory Commission.
According to the ninth meeting of the company’s seventh board of directors and the explanatory documents issued by the company, and approved by our lawyers through the website of the China Securities Regulatory Commission (http://www.csrc.gov.cn/) and the website of the Inner Mongolia Supervision Bureau of the China Securities Regulatory Commission (ht Searching on public websites such as tp://www.csrc.gov.cn/neimenggu/), Shenzhen Stock Exchange website (http://www.szse.cn/), Credit China website (https://www.creditchina.gov.cn/), as of the date of issuance of this legal opinion, the incentive targets involved in the lifting of sales restrictions do not have the above circumstances.
3． Company-level performance appraisal requirements
The assessment year corresponding to the third unlocking period for the first grant part of this incentive plan and the second unlocking period for the reserved grant part is both 2025. The corresponding company-level performance appraisal targets are as follows:
Lifting the restricted sales period and performance appraisal targets
The third unlocking period for the first granted part and the estimated net profit in 2022 as the base, the net profit growth rate in 2025 does not leave the second unlocking period for the granted part. It is less than 131%
Note: The "net profit" caliber is based on the consolidated statement audited by an accounting firm, in which "net profit" refers to the net profit attributable to shareholders of listed companies, and excludes the data of all equity incentive plans and employee stock ownership plan share payment expenses and the impact of goodwill impairment within the validity period of the company and its subsidiaries as the calculation basis.
According to the "Audit Report" (XYZH/2026XAAA5B0105) issued by ShineWing Certified Public Accountants LLP (Special General Partnership) on April 27, 2026 and the company's 2025 annual report, the net profit in 2025 will increase
The length of the legal opinion is 155.82%, not less than 131%. Therefore, the company has met the company's performance assessment requirements corresponding to the third unlocking period for the initial grant part and the second unlocking period for the reserved grant part.
- Individual level performance appraisal requirements
The Compensation and Appraisal Committee will score the incentive objects’ comprehensive evaluation in each assessment year, and determine their sales restriction lifting ratio based on the performance completion rate of the incentive objects. The individual’s actual sales restriction lifting quota for the year = the sales restriction lifting ratio × the individual’s planned sales restriction lifting quota for the year.
The performance evaluation results of the incentive objects are divided into four grades: excellent, good, medium and poor. The assessment and evaluation form is suitable for the incentive objects. At that time, the unlocking ratio of incentive objects will be determined according to the following table:
Personal assessment results of the previous year (S) S≥80 80>S≥70 70>S≥60 S<60 Evaluation standards Excellent Medium Poor
Individual-level unlocking ratio 100% 100% 80% 0%
The incentive objects can be released from the sales restrictions in batches according to the proportion stipulated in this incentive plan; the part of the incentive objects that cannot be released from the sales restrictions due to assessment reasons or cannot be completely released from the sales restrictions will be repurchased and canceled by the company based on the grant price plus the deposit interest of the People's Bank of China for the same period, and cannot be deferred to the next year.
According to the instructions issued by the company, the assessment results of each incentive object and other information, the personal assessment results of 88 incentive objects in the first grant part and 11 incentive objects in the reserved grant part in 2025 are all excellent, and their individual-level unlocking rate is 100%. The personal assessment results of 22 incentive targets in the first grant portion in 2025 are poor, and the individual-level unlocking rate is 0%.
According to the ninth meeting of the seventh session of the Board of Directors of the company, it was agreed that the company would handle matters related to the unlocking of 4,956,000 restricted shares for the 88 eligible first-time incentive recipients in accordance with the relevant provisions of this incentive plan after the expiration of the third unlocking period of the initial grant part; and handle the unlocking of 500,000 restricted shares for the 11 eligible recipients of reserved grant incentives after the expiration of the second unlocking period of the reserved grant part.
In summary, our lawyers believe that as of the date of issuance of this legal opinion, the conditions for the third unlocking period for the first grant of this incentive plan and the second unlocking period for the reserved grant part have been met, which is in compliance with the relevant provisions of the "Administrative Measures" and the "Incentive Plan".
legal opinion
3. Details of this adjustment to the repurchase price
On September 7, 2026, the company held the ninth meeting of the seventh board of directors and reviewed and approved the "Proposal on Repurchasing and Cancelling Certain Restricted Stocks and Adjusting the Repurchase Price." The company's board of directors adjusted the repurchase price of this incentive plan. The specific reasons are as follows:
According to the provisions of the "Incentive Plan", 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 adjustment method is as follows:
dividend
P=P-V
Among them: P is the repurchase price of restricted shares per share before adjustment; V is the dividend amount per share; P is the repurchase price of restricted shares per share after adjustment. After adjusting for dividends, P must still be greater than 1.
On May 21, 2026, the company held the 2025 annual shareholders' meeting, which reviewed and approved the "Proposal on the Company's 2025 Profit Distribution Plan." According to the "2025 Annual Equity Distribution Implementation Announcement" disclosed by the company on May 23, 2026, the equity registration date for this equity distribution is May 29, 2026, and the ex-rights and ex-dividend date is June 1, 2026. The profit distribution implementation plan is: the company's existing total share capital of 769,504,398 shares, excluding the repurchased shares of 13,821,410 Based on the 755,682,988 shares after the shares were issued, a cash dividend of RMB 1.00 will be distributed to all shareholders for every 10 shares.
In view that the company's 2025 profit distribution plan has been reviewed and approved by the company's shareholders' meeting and has been implemented, the repurchase price of the restricted stocks initially granted and reserved for grant under the 2023 restricted stock incentive plan will be adjusted as follows:
The adjusted repurchase price of restricted shares per share = the pre-adjusted repurchase price of restricted shares of 2.29 yuan/share - the dividend payout of 0.1 yuan per share = 2.19 yuan/share.
In summary, our lawyers believe that as of the date of issuance of this legal opinion, this adjustment to the repurchase price complies with the relevant provisions of the "Administrative Measures" and the "Incentive Plan".
legal opinion
4. Matters related to the cancellation of this repurchase
According to the ninth meeting of the company's seventh board of directors and the resignation certification documents of the incentive objects provided by the company, the assessment results of each incentive object and the instructions issued by the company, the reasons for the company's repurchase and cancellation, the number of repurchases, the price and the source of funds are as follows:
(1) Reasons and quantities for cancellation of this repurchase
- Incentive target resigns
According to the relevant provisions of the "Incentive Plan", "Incentive objects leave their jobs due to reasons such as resignation, dismissal from the company, layoffs, labor contract/employment agreement expiration and non-renewal, etc. Restricted stocks that have been granted but have not yet been released from sale restrictions shall not be released from sale, and will be repurchased and canceled by the company at the award price. Restricted shares must be fully paid before leaving the company. Restricted shares have been released from sale." "Part of the personal income tax"; "The incentive recipients no longer work in the company due to retirement and resignation. The restricted stocks that have been granted but have not yet been released from sale restrictions shall not be released. The company will repurchase and cancel them based on the grant price plus the sum of the deposit interest of the People's Bank of China for the same period. The individual income tax for the part of the restricted shares that have been released from sale restrictions must be paid before leaving the company."
In view of the fact that the two incentive targets granted for the first time by the company's incentive plan have resigned due to personal reasons, the company will repurchase and cancel a total of 75,000 restricted shares corresponding to the two incentive targets that have been granted but have not yet been released.
2． Failure to meet individual-level performance appraisal requirements
According to the relevant provisions of the "Incentive Plan", "The part of the incentive objects that cannot be lifted from the sales restrictions due to assessment reasons or cannot be completely lifted from the sales restrictions will be repurchased and canceled by the company based on the grant price plus the deposit interest of the People's Bank of China for the same period, and cannot be deferred to the next year."
In view of the fact that the 2025 individual-level assessment results of some of the 22 incentive targets granted to some of the 22 incentive targets for the first time by the company's incentive plan failed to fully meet the standards, the company plans to repurchase and cancel a total of 1,095,000 restricted stocks that have been granted to the above-mentioned incentive targets but have not yet been released.
In summary, the total number of restricted shares repurchased and canceled is 1,170,000 shares, accounting for approximately 0.14% of the company's total share capital before repurchase and cancellation.
legal opinion
(2) Price and source of funds for this repurchase and cancellation
According to the text of this legal opinion "3. Specific circumstances of this adjustment to the repurchase price", the repurchase price of the restricted stocks first granted and reserved for grant under this incentive plan is adjusted to 2.19 yuan/share.
The source of funds for the repurchase and cancellation of restricted shares is the company's own funds.
In summary, our lawyers believe that as of the date of issuance of this legal opinion, the reasons, quantity, price and source of funds for this repurchase and cancellation are in compliance with the relevant provisions of the "Administrative Measures" and the "Incentive Plan".
5. Conclusions
In summary, our lawyers believe that as of the date of issuance of this legal opinion:
(1) The company has fulfilled the necessary approvals and authorizations at this stage for the lifting of sales restrictions, which is in compliance with the relevant provisions of the "Articles of Association", "Management Measures" and "Incentive Plan"; the conditions for lifting the sales restrictions for the third lifting period of the first grant part of the incentive plan and the second lifting period of the reserved grant part have been met, in compliance with the relevant provisions of the "Management Measures" and the "Incentive Plan". In order to lift the sales restrictions this time, the company still needs to fulfill its information disclosure obligations in accordance with relevant laws and regulations and handle relevant procedures for lifting the sales restrictions.
(2) The company has fulfilled the necessary approvals and authorizations at this stage for matters related to the lifting of sales restrictions and the repurchase and cancellation, and is in compliance with the relevant provisions of the Articles of Association, the Management Measures and the Incentive Plan; the adjustment of the repurchase price is in compliance with the relevant provisions of the Management Measures and the Incentive Plan; the reason, quantity, price and source of funds for the repurchase and cancellation are in compliance with the relevant provisions of the Management Measures and the Incentive Plan. The company's repurchase and cancellation still needs to be reviewed and approved by the company's shareholders' meeting, and it still needs to fulfill its information disclosure obligations in accordance with relevant laws and regulations, and go through relevant procedures for capital reduction and share cancellation registration in accordance with the relevant provisions of the "Company Law" and other laws and regulations.
This legal opinion is made in triplicate, and will take effect after it is stamped by the firm and signed by the person in charge of the firm and the handling lawyer.
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Legal Opinion (This page has no text, but is the signature page of the "Legal Opinion of Beijing Zhonglun (Shanghai) Law Firm on the first grant of the third unlocking period for Jinhe Biotechnology Co., Ltd.'s 2023 Restricted Stock Incentive Plan and the achievement of conditions for unlocking the lock-up of the reserved grant of the second unlocking period, the repurchase and cancellation of some restricted stocks and the adjustment of the repurchase price")
Beijing Zhonglun (Shanghai) Law Firm (stamped)
Person in charge: Handling lawyer:
Zhao Jing Sun Yu
Handling lawyer:
Wu Weiwei
September 7, 2026