[Temporary Announcement] Zensheng Technology: Beijing Zhonglun Law Firm’s Supplementary Legal Opinion on the Directed Issuance of Stocks by Shanghai Zensheng Technology Development Co., Ltd. (1)

Beijing Zhonglun Law Firm

Supplementary Legal Opinion on the Directed Issuance of Stocks by Shanghai Zensheng Technology Development Co., Ltd. (1)

February 2026

Supplementary Legal Opinion (1)

Beijing Zhonglun Law Firm

About Shanghai Zensheng Technology Development Co., Ltd.

Supplementary Legal Opinion on Private Issuance of Stocks (1)

To: Shanghai Zensheng Technology Development Co., Ltd.

Beijing Zhonglun Law Firm (hereinafter referred to as the "Firm") accepted the entrustment of Shanghai Zensheng Technology Development Co., Ltd. (hereinafter referred to as "Zesheng Technology" or the "Issuer") as the company's special legal counsel for the company's application for the directional issuance of shares in the National Equities Exchange and Quotations, and issued the "Legal Opinion of Beijing Zhonglun Law Firm on the Directed Issuance of Stocks by Shanghai Zensheng Technology Development Co., Ltd." (hereinafter referred to as the "Legal Opinion"). In January 2026, the National Equities Exchange and Quotations issued a "Letter of Inquiry Regarding the Review of Application Documents for the Directed Issuance of Shares of Shanghai Zensheng Technology Development Co., Ltd." (hereinafter referred to as the "Letter of Inquiry"). According to the requirements of the "Inquiry Letter", our lawyers conducted a supplementary verification on Zensheng Technology. We hereby issue the "Supplementary Legal Opinion of Beijing Zhonglun Law Firm on the Directed Issuance of Stocks by Shanghai Zesheng Technology Development Co., Ltd. (I)" (hereinafter referred to as "this supplementary legal opinion") based on our supplementary verification.

This supplementary legal opinion is an integral part of the aforementioned "Legal Opinion". For matters not expressed in this Supplementary Legal Opinion, the aforementioned "Legal Opinion" shall prevail; if the opinions expressed in this Supplementary Legal Opinion are different from the aforementioned "Legal Opinion", or if the aforementioned "Legal Opinion" does not disclose or express opinions, then this Supplementary Legal Opinion shall prevail. Unless otherwise stated, the matters declared in this supplementary legal opinion are consistent with those stated in the aforementioned "Legal Opinion" and will not be repeated here.

Supplementary Legal Opinion (1)

Unless otherwise stated, the abbreviations used in this supplementary legal opinion are consistent with the abbreviations used in the aforementioned "Legal Opinion".

Our firm’s supplementary legal opinions are as follows:

1. Question 2 of "Inquiry Letter"

Regarding the ability to continue operating. The application materials show that the company has successively received professional feedback from the Drug Evaluation Center of the State Food and Drug Administration in April 2025. The existing data does not currently support the conditional listing of Niucatin products. The company is requested to supplementally disclose in the "Directed Issuance Prospectus" the reasons and impact of the failure of the previous conditional listing of Neocaten, whether there is a risk of R&D failure, follow-up clinical trial and launch plan arrangements, the estimated time of commercialization and revenue generation, the technological advancement and competitive advantages of Neocaten, the market space after listing, and whether the company has the ability to continue operating.

Please sponsor the securities firms, lawyers, and reporting accountants to verify the above issues and express clear opinions.

Reply:

(1) The reasons and impact of the previous conditional listing failure of Neostat, and whether there is a risk of R&D failure

According to the "Directed Issuance Prospectus", relevant R&D progress announcements disclosed by the company, reports on the use of raised funds, and review of the company's clinical trial application and implementation content on the Food and Drug Administration's website, communication records between the company and the Food and Drug Administration, company explanations, and interviews with the company's senior managers, the reasons and impact of the company's previous conditional listing failure of Nucardi, and whether there is a risk of R&D failure are as follows:

1. The situation of the previous conditional marketing trial of Neocatetin

In 2020, the State Food and Drug Administration, in its review opinions on the conditional marketing of Neocatetin, suggested that Zensun Technology could supplement the surrogate indicator clinical trial with a smaller sample (i.e., the subsequent 308/308B trial) to support the conditional marketing, and continue to conduct a mortality confirmatory Phase III trial (306 trial) after the conditional marketing to support the formal approval of the drug.

The results of the 308 trial completed by the company in June 2022 showed that the main efficacy indicator of the trial (the change in the left ventricular end-systolic volume index (LVESVI) from the baseline 30 days after the trial subjects took the medication) was by

Supplementary Legal Opinion (1)

Due to the high dispersion of the data, the difference between the neocaten group and the placebo group did not reach statistical significance (P>0.05), that is, the trial did not reach the preset statistical goal. However, it shows that neocaten has a good efficacy trend in LVESVI indicators. At the same time, the test results suggest that the alternative indicators set in the test can be optimized to a certain extent. At the end of 2022, the company and the National Center for Drug Evaluation confirmed through a communication meeting that the test indicators can be revised and another test (308B test) can be conducted to support the conditional listing of the drug.

In November 2024, the 308B trial was completed. The results showed that based on the standard treatment, the drug group was still better than the control group for the primary endpoint of the trial (the response rate of simultaneous reduction of LVESVI and LVEDVI by more than or equal to 20 ml/m2 at 35 days). However, due to the small sample size, the difference between the two groups failed to reach statistical significance (P<0.05), that is, the test results failed to meet the agreed test success criteria. Therefore, although the 308B trial once again showed a positive drug effect trend consistent with the previous trials of cardiac function surrogate indicators, and reached statistical significance for the important secondary endpoint indicator that the regulatory authorities clearly required to observe in the trial design - quality of life score; post hoc analysis showed that combining the 308 and 308B trial data, the primary endpoint indicator set by the 308B trial could reach statistical significance. However, this is not consistent with the conditions for supporting the conditional listing of the drug (the trial must be successful, that is, the primary endpoint set by the trial must reach statistical significance) agreed by the company and regulatory authorities through communication meetings and protocol discussion meetings in advance. Therefore, the latest feedback from the Center for Drug Evaluation in April 2025 believes that the positive efficacy data of 308B can be used as auxiliary supporting evidence for the drug’s marketing, but the primary endpoint has not reached statistical significance and cannot be used as key evidence for conditional marketing. That is, the existing data does not support the conditional marketing of Neocardia products. Therefore, the company did not apply for conditional listing after receiving feedback from regulatory authorities.

In the future, the company will continue to promote the mortality confirmatory clinical phase III trial (ZS-01-306 trial) of its core product under development, Neocardin (indications for chronic systolic heart failure), to support the regular marketing approval of the drug.

2. The impact of the previous conditional marketing trial of Neocaten not meeting expectations

After the completion of the 308B trial, the drug regulatory authorities issued feedback in April 2025, reconfirming that the primary endpoint of the key study that ultimately supports the marketing of this product should be indicators related to mortality/exacerbation of heart failure. Therefore, the company's subsequent research and development focus will focus on continuing to conduct the survival benefit clinical phase III confirmatory trial ZS-01-306, which was originally planned to support the routine approval of neocaten drugs.

Supplementary Legal Opinion (1)

3. Is there a risk of R&D failure?

According to the scientific rules and numerous cases of innovative heart failure drug research and development, many innovative heart failure drugs, including Dapagliflozin, Empagliflozin, and vericiguat, have experienced surrogate indicator trials (similar to Zensun Technology’s 308/308B trial) during their development process that were not statistically significant. However, as long as the mortality reduction results are obtained in the subsequent clinical phase III trials that determine the final success, they can also be approved for marketing. According to common cases of innovative drug research and development for heart failure and the company's communication with regulatory agencies, whether the clinical research data for the approval of the marketing application of Neocardin (indications for chronic systolic heart failure) will mainly depend on the results of the ZS-01-306 trial. Even though previous clinical trials have shown that Neocardine has the potential to improve cardiac function and reduce mortality in the treatment of heart failure, due to the inherent scientific risks of new drug development that are difficult to predict, it is difficult to ensure that ZS-01-306 will achieve the expected clinical results. There are uncertainties in the clinical phase III trial progress, trial results, and approval for marketing of core products.

At the same time, the drug registration certificate requires a comprehensive review of the safety, effectiveness and quality controllability of the drug by the Drug Evaluation Center of the State Drug Administration, so the review process takes a long time. During the drug marketing review process, if: (1) the national drug regulatory department does not recognize the safety, effectiveness, or standardization of the clinical trial data of the drug; (2) the registration verification of drug development compliance, packaging material and container quality, drug production quality, etc. fails; (3) ) Failure to pass drug registration inspection; (4) Changes in approval policy requirements; (5) Drug approval speed is slower than expected, etc. These situations may cause the company's Neocardin® and other research and development drugs to be unable to be approved for marketing or be unable to be approved for marketing as expected, causing the company's business to be adversely affected.

To sum up, the results of the previous conditional listing did not reach the preset statistical target, but showed that there is a positive drug effect trend of neocaten. The company's subsequent research and development focus will focus on continuing to carry out the survival benefit clinical phase III confirmatory trial ZS-01-306, which was originally planned to support the routine approval of neocaten. The inherent scientific risks in new drug research and development are difficult to predict, and there are uncertainties in the progress, trial results, and approval for marketing of core products in clinical phase III trials.

(2) Arrangements for follow-up clinical trials and launch plans, estimated time for commercialization and revenue generation

Supplementary Legal Opinion (1)

According to the "Directed Issuance Prospectus", the relevant R&D progress announcements disclosed by the company, and the content of the company's clinical trial application and implementation on the Food and Drug Administration website, the company's communication records with the Food and Drug Administration, the company's explanation, and interviews with the company's senior managers, the company's follow-up clinical trial and listing plan arrangements, estimated commercialization and revenue generation time are as follows:

1. Arrangements for subsequent clinical trials

The company will continue to promote the mortality confirmatory clinical phase III trial (ZS-01-306 trial) of its core product under development, Neocardin (indications for chronic systolic heart failure), to support the regular marketing approval of the drug. The number of subjects in the 306 trial is planned to be 1,600. Based on the clinical protocol and progress, an interim analysis is expected to be conducted at approximately 800 patients. So far, 243 cases have been enrolled in the 306 trial, and 557 cases are still needed. It is expected to complete enrollment in mid-2027, followed by observation for one year, and an interim analysis will be conducted in mid-2028. If the analysis meets statistical requirements, the project can be completed in advance. At the same time, while making every effort to ensure the smooth conduct of the 306 trial, the company will consider appropriately advancing other more important new drug pipeline projects under development, including maintaining and appropriately advancing the Neocardin diastolic heart failure indication project and the Neocardin acute myocardial infarction indication project.

2. Subsequent listing plan arrangements, estimated commercialization and revenue generation time

The company plans to communicate with the regulatory authorities and submit a drug marketing application after completing the ZS-01-306 survival benefit confirmatory clinical phase III trial or reaching the superiority target in the interim analysis of the trial, combining the pharmaceutical, pharmacological and toxicological and other research data required for routine drug marketing applications and relevant materials for marketing review applications. At the same time, the company will improve its sales capabilities through equity cooperation or building its own sales team. After the State Food and Drug Administration approves the marketing of Neocaten, the company will receive drug sales income or related equity income.

The company expects to submit a new drug marketing application to the State Food and Drug Administration after the interim analysis of the clinical trial reaches the superiority index or the phase III clinical trial obtains significantly positive test results. The time from submission of application to drug approval for marketing will be approximately 12 months. If the 306 trial interim analysis reaches the superiority index in mid-2028, it is expected that the drug will be launched on the market and generate revenue in mid-2029. If the interim analysis results of the 306 trial in mid-2028 indicate that the trial cannot be completed ahead of schedule and all trials need to be completed as originally planned, or the trial needs to be completed after adjusting the sample size, the new drug will be estimated to continue to complete the entire trial based on the specific results of the interim analysis.

Supplementary Legal Opinion (1)

The time required for each 306 clinical trial, and the corresponding time required to realize the sales revenue of the drug.

At the same time, based on the conventional models and general rules of innovative drug R&D and commercialization, before innovative drugs are registered and approved for marketing, products can also obtain main business income through patent licensing, cooperative development, regional sales equity cooperation and other modes to obtain main business income through patent licensing, cooperative development, regional sales equity cooperation and other methods, milestone payments and sales sharing, etc., to achieve commercialization. For the international and domestic markets, the company may conduct commercial development and obtain commercialization benefits through establishing cooperative development relationships with large pharmaceutical companies, licensing patented technologies, and regional sales rights cooperation.

In summary, the company plans to communicate with regulatory authorities and submit a drug marketing application after completing the ZS-01-306 survival benefit confirmatory clinical phase III trial or the interim analysis of the trial reaches the superiority target. After the marketing application is approved, the company's core products are expected to achieve sales revenue or other equity income, thereby achieving commercialization.

(3) Newcard’s technological advancement and competitive advantages

According to the "Directed Issuance Prospectus" and the company's description as well as interviews with the company's senior managers, the technological advancement and competitive advantages of Newcard are as follows:

1. The technological advancement of Neocatetin

Internationally, new drugs can be divided into two categories: first-in-class drugs (First-in-Class) and follow-on drugs (Follow-on or Me-too). First-in-Class refers to drugs based on a completely new mechanism (usually marked by a new target) for a certain disease. Follow-on or Me-too refers to the development of new compounds on discovered targets, usually by modifying and improving the structure of the original compounds. The research and development of first-in-class innovative drugs is obviously characterized by high risks, high investment, long cycle, and high technical barriers. However, it has great medical, economic and social value. Once it is successfully launched, it will have the top "Matthew Effect" and bring huge returns in the market. It is essentially different from follow-up drugs, so it always occupies an important position in the international pharmaceutical industry.

The discovery and production of innovative drugs comes from an in-depth understanding of the mechanisms of life and disease occurrence and development. This is the most essential feature of Zensun Technology's new drug research and development work, and directly determines the advancement of the company's scientific research technology. The anti-heart failure drug Neocardin® developed by the company is the world's first drug under development that directly acts on myocardial cells and treats heart failure by improving the structure and function of myocardial cells. This is Zensheng Technology’s long-term research on myocardial development, physiology and

Supplementary Legal Opinion (1)

The results of the pathological study reflect Zensun Technology’s profound understanding of the impact of myocardial cell signaling molecules on disease.

2. Newcastle’s competitive advantages

Pharmacoeconomics research generally believes that direct competition between drugs exists between drugs with the same or similar mechanism of action (in-class). In clinical applications, if drugs have different mechanisms of action, they can be used in combination in order to achieve better therapeutic effects for patients. There is no substitution relationship between the drugs, and therefore they do not constitute direct competition. For example, the heart failure drug enalapril has a substitutable medical value with drugs that have the same mechanism of action (the same ACEi class such as captopril and ramipril) or similar (such as valsartan, losartan and other ARB classes; valsartan-sacubitril (Roxinto) and other ARNi classes), and therefore have a direct competitive relationship; while drugs such as β-receptor antagonists, diuretics, and cardiac glycosides, which are also heart failure drugs but have different mechanisms of action, have ACEi Drugs of this type do not have medical value, so they do not compete directly and can be used in combination.

The company's core product, Neocardine, has a new target and mechanism of action, has global patent protection, has no direct competitive relationship with drugs of different mechanisms, and has differentiated competitive advantages.

Neocardine has a different therapeutic mechanism from the heart failure treatment drugs currently approved for marketing, and there is no direct competition. However, because the five-year mortality rate of patients under current standard treatment conditions is still as high as 50%, which is far from meeting clinical medical needs, the market is in urgent need of drugs with innovative mechanisms.

Neocardin is competitive with drugs currently under development in the field of heart failure at home and abroad. The specific comparison is as follows: (1) Neocardin is one of the projects with rapid progress among new drugs under development in the field of heart failure in China.

The company's core product under development is Neocardine, which is currently undergoing Phase III clinical trials in China for heart failure indications with preserved ejection fraction and is preparing for Phase III clinical trials in the United States. It is one of the few innovative drug projects currently in the late clinical stage (Phase III and application for marketing) of new drugs under development in the field of heart failure at home and abroad.

(2) Neocardine is the fastest-growing drug under development among similar drugs targeting ErbB4.

According to the company's Insight database query results, there are currently only two drugs in the world that have the same mechanism of action as Neucadine, namely Cimaglermin from Assolda Biopharmaceutical Company and JK-07 from Xinlitai, which are in clinical phase I and phase II respectively.

Supplementary Legal Opinion (1)

Cimaglermin uses the full-length protein of NRG1-β3. The results of a phase I trial conducted in 2010 showed that Cimaglermin may have a risk of liver toxicity. Studies related to Cimaglermin are currently on hold.

JK-07 is an NRG-1 fusion antibody drug that received clinical approval in the United States in February 2020 and CDE clinical approval in April 2022. Phase II clinical trials will begin in China and the United States in the first half of 2024.

(3) Retrospective analysis of existing clinical data of Neocardine shows good effectiveness

In the ZS-01-305 clinical trial, the neocadine group had a relative reduction of 17.4% in the risk of all-cause death compared with the placebo group, which was similar to the reduction in the risk of all-cause death in the confirmatory phase III trials of Nosinto and dapagliflozin. However, the sample size of the issuer's Phase III mortality trial was much smaller than that of the large international mortality trial of the above-mentioned drugs, and the trial results failed to reach statistical significance. Post hoc subgroup analysis of the 305 trial showed that neocardiin was effective in targeted subgroups (NYHAII/III, men with NT-proBNP ≤1700 pg/ml, women with NT-rpoBNP≤4000 pg/ml) significantly reduced the risk of death by 63.9% (p=0.038), which was consistent with the first two mortality trials ZS-01-209 and ZS-01-301. Three clinical trials (209/301/305) combined analysis of this group of heart failure patients, and the risk of death was reduced by 73.7%, reaching a statistically significant level (p=0.0006).

A comparison of the issuer’s clinical trials and international heart failure drug phase III mortality trials in recent years is shown in the table below:

Test All causes of death in the test Company Product name Test number Test time

Number of deaths Result of Novartis group compared with Enalapril group Novartis Novartis PARADIGM-HF 2009.12-2014.05 8,442

Due to a 16% relative reduction in the risk of death with dapagliflozin compared with placebo AstraZeneca dapagliflozin DAPA-HF 2017.02-2019.07 4,744

Reduces relative risk of all-cause death by 17%

When joint standards govern Merck Vericiguat VICTORIA 2016.09-2019.09 5,050

treatment, and placebo

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Test All causes of death in the test Company Product name Test number Test time

Vericiguat reduced the risk of all-cause death by 4.2%.

All-cause mortality statistics Omecamtiv

GALACTIC-HF 2017.01-2020.09 8,256 No decrease compared with the control group/Cytokinetics Mecarbil

low

When combined with standard treatment, Neucardia Quanzesheng Technology Neucardia ZS-01-305 2012.02-2017.05 679

The specific retrospective analysis was based on a relative reduction in the risk of death of 17.4% (P=0.49) with neocaten. Objectives

Subgroup target patients 209/301/305 three subgroups

Zensun Technology Newcardin / Significant all-cause risk independent trial objectives Total

Reduce 73.7% subgroup 706

(P=0.0006)

To sum up, the company's core product Neocardine is an investigational drug that directly acts on myocardial cells and treats heart failure by improving the structure and function of myocardial cells. It has technological advancement and competitive advantages.

(4) Market space after listing

According to the "Directed Issuance Prospectus", the company's description and interviews with the company's senior managers, the market space of the company's product after its launch is as follows:

Chronic systolic heart failure accounts for about half of all heart failure patients. It is conservatively estimated that patients with NYHA II-III systolic heart failure account for about 60% of all systolic heart failure patients. From the baseline NT-proBNP results of patients with chronic systolic heart failure summarized in public databases, it is conservatively estimated that the target patients of Newcardia (NYHA II-III, with NT-proBNP ≤ 1700pg/ml for male subjects and NT-proBNP ≤ 4000pg/ml for female subjects) account for approximately 60% of patients with NYHA II-III chronic systolic heart failure and 36% of the overall systolic heart failure patients. According to the continued growth trend of heart failure patients, the number of potential patients in the Chinese market of Neocardin (indications for chronic systolic heart failure) is expected to grow to 2.9 million by 2030; the number of potential patients in the global market is expected to

Supplementary Legal Opinion (1)

to grow to 6.97 million by 2030.

The estimated number of target patients in China from 2026 to 2030 is as follows:

Year 2026 2027 2028 2029 2030

heart failure in china

Number of patients (10,000 1410.1 1463.3 1516.4 1568.9 1621.3

people)

Number of target patients = Chinese heart failure patients × 50% (proportion of systolic heart failure) × 60% (proportion of total grade II and III target patients) × 60% (male subjects NT-proBNP ≤ 1700pg/ml, female subjects measured NT-proBNP ≤ 4000pg/ml, accounting for the proportion of NYHA II-III chronic systolic heart failure patients

Example)

Target number of patients

253.8 263.4 273.0 282.4 291.8

(ten thousand people)

Currently, all types of drugs recommended by guidelines in the field of heart failure are included in the medical insurance catalog. As a major life-threatening disease, the probability of heart failure treatment drugs being included in the medical insurance is relatively high. After entering the medical insurance, drug pricing is usually at a certain discount compared to before entering the medical insurance. However, first-in-class innovative drugs have higher bargaining power than generic drugs, and can formulate price strategies to maximize profits to cope with price negotiations after entering medical insurance.

In summary, there are a large number of patients with heart failure and the market space is vast.

(5) Whether the company has the ability to continue operating

According to the "Directed Issuance Prospectus", the company's description and interviews with the company's senior managers, there are no major uncertainties in the company's ability to continue operating, as follows:

1. Technological advancement

For details, please refer to "1. Technological advancement and competitive advantages of Neocaten" in "(3) Neocaten's technological advancement" in this question.

2. Competitive advantage

For details, please refer to "2. The Competitive Advantages of Neocaten" in "(3) Technological Advancement and Competitive Advantages of Neocaten" in this question.

3. Recognition of major national science and technology projects and regulatory agencies

Supplementary Legal Opinion (1)

The company's core product, Neocatetin, has not yet been approved for marketing and has not yet entered the market. The products under development have been recognized by major national science and technology projects and regulatory agencies. The company has successively undertaken 6 major national new drug creation projects and 2 major 863 projects, all of which are used to support clinical research related to Neocardin. Neocardin has been granted Fast Track designation by the FDA and approved for multi-center Phase III clinical studies in the United States. The company received professional feedback from the Drug Evaluation Center of the State Food and Drug Administration in April 2025. Since the primary endpoint of 308B did not reach statistical significance, the combined analysis of 308B and 308A can provide supporting evidence, but cannot be used as confirmatory evidence. Therefore, the existing data does not support the conditional listing of this product. The company will continue to promote the survival rate benefit confirmatory clinical phase III trial (ZS-01-306 trial) to support the routine and complete approval of the drug. This trial is currently ongoing. Currently, 243 subjects have been enrolled in the trial, and an interim analysis has been designed. If the statistical target of superiority is achieved, the trial will be completed ahead of schedule.

4. Core patent situation

After years of continuous research and development, the company has formed a solid technological accumulation and implemented strict global intellectual property protection and patent layout for its innovative achievements. As of June 30, 2025, the company has 107 authorized patents, including 93 internationally authorized invention patents, and the company is applying for 60 invention patents. Patents cover new drug indications, administration methods, dosages, preparation formulas, etc., providing sufficient and long-life patent protection for the company's products.

5. Financing situation

The company has the ability to market-oriented financing. With its international scientific research team and R&D pipeline layout advantages, it has won the favor of a large number of capital and has successfully raised funds many times. At present, the company is actively in contact with a number of investment institutions, continues to actively expand financing channels, and explores and tries industrial cooperation models.

(1) Debt financing

Currently, the company has signed a loan agreement totaling RMB 15.7 million with two major shareholders to support the company's financing and operating activities. The details are as follows:

①On July 2, 2025, the company held the third meeting of the fourth board of directors and reviewed and approved the "Proposal on the Company's Borrowing from Shareholders, Guarantees Provided by Subsidiaries and Related Transactions". Due to the company's business development and economic

Supplementary Legal Opinion (1)

For business needs, it plans to borrow a total of 9.9 million yuan from shareholder Shanghai Jiuyou Private Equity Fund Management Co., Ltd. to supplement the company's liquidity. The interest rate of this loan is 5% and the loan period is 12 months. The shareholder loan is planned to be mortgaged and guaranteed by the assets of Shanghai Zensheng Pharmaceutical Co., Ltd., a wholly-owned subsidiary.

The company officially signed a loan agreement with Shanghai Jiuyou Private Equity Fund Management Co., Ltd. on July 2, 2025. According to the agreement, Shanghai Jiuyou Private Equity Fund Management Co., Ltd. will provide the company with a loan of RMB 9.9 million to support the company's financing and operating activities.

②On November 12, 2025, the company held the sixth meeting of the fourth board of directors to review and adopt the "Proposal on the Company's Borrowing from Shareholders and Related Transactions". Due to the company's business development and operating needs, it is planned to borrow a total of RMB 5.8 million from shareholder ZHOUMING DONG (Zhou Mingdong) or its designated party to supplement the company's liquidity. The interest rate for this loan is 5% per year. The loan period will end on the date when the company's privately issued new shares are confirmed by the Beijing Branch of China Securities Depository and Clearing Co., Ltd., listed on the stock transfer system and publicly traded.

The company officially signed a loan agreement with shareholder ZHOU MING DONG (Zhou Mingdong) on ​​November 19, 2025. According to the agreement, ZHOUMING DONG will provide the company with a loan of RMB 5.8 million to support the company's financing and operating activities.

(2) Equity financing

Currently, the company is carrying out a new round of directional issuance of stocks on the New OTC Market. The company has held the seventh meeting of the fourth board of directors and the sixth extraordinary shareholders' meeting in 2025, and reviewed and approved the "Proposal on the Prospectus for the Private Issuance of Stocks of Shanghai Zesheng Technology Development Co., Ltd." and other relevant proposals for the first directional issuance of stocks in 2025. At present, the company is making every effort to promote this financing, and the investors it is communicating with include original shareholders, market-oriented funds, local industry guidance funds, biopharmaceutical companies, etc. Up to now, investment letters or private placement stock subscription agreements have been signed with some intended investors, including shareholder ZHOU MINGDONG (Zhou Mingdong), Shanghai Jiuyou Private Equity Fund Management Co., Ltd. or its designated related parties, etc. who will participate in this private placement of stocks.

(3) Actively promote business development cooperation on domestic and overseas rights and interests of core new drugs under development

Supplementary Legal Opinion (1)

The company is actively promoting the new drug sales and development rights transactions of its core product, Neocatetin, in China, Europe, the United States, the Middle East and other regions. It has hired a number of intermediaries to carry out the work and has made certain progress. If it can successfully promote the business development cooperation project with the rights introducer, it will bring the company a down payment or milestone payment of licensing income, which is expected to have a positive impact on the company's cash flow improvement and future corporate development.

To sum up, if the company's active financing methods such as debt financing, equity financing and business development cooperation can be successfully completed, there will be no major uncertainty in the company's ability to continue operating.

2. Question 3 of "Inquiry Letter"

Regarding solvency. The application materials show that at the end of each period from January to June 2023, 2024, and 2025, the company's asset-liability ratios were 51.56%, 88.96%, and 114.53% respectively. The company is requested to supplementally disclose in the "Directed Issuance Prospectus" the main sources of funds during the reporting period, whether there are external borrowings, and whether the borrowers will become the targets of this issuance.

Please sponsor the securities firms, lawyers, and reporting accountants to verify the above issues and express clear opinions.

Reply:

(1) Main sources of funds during the reporting period

1. Main sources of company funds in 2023

According to the "Directive Issuance Instructions" and the company's explanation, the main sources of the company's funds in 2023 are funds raised from the 2021 private issuance, bank loans and other sources of funds. The specific situation is as follows:

(1) Use of raised funds

According to the disclosure documents related to the issuer's directional issuance in 2021 and the special report on the storage and use of raised funds in 2023, the company was approved by the National Equities Exchange and Quotations Corporation's "Letter on the Self-Regulatory Supervision Opinions on the Directed Issuance of Stocks of Shanghai Zensheng Technology Development Co., Ltd." (Equity Transfer System Letter [2021] No. 3594), and the China Securities Regulatory Commission's "Reply on Approval of the Directed Issuance of Stocks by Shanghai Zensheng Technology Development Co., Ltd." (No.: Securities Regulatory Permit [2021] 4114 No.) was approved, a total of 4.3278 million shares were issued, the issue price was RMB 14.01 per share, and the total funds raised were RMB 60.632 million. The funds raised were mainly used to supplement working capital.

Supplementary Legal Opinion (1)

and new drug research and development projects. The above-mentioned raised funds were all received on February 23, 2022, and were verified by the "Zhonghuan Yanzi (2022) No. 3610001" Capital Verification Report issued by Zhongshen Zhonghuan Accounting Firm (Special General Partnership). Among them, 22.454 million yuan of raised funds will be used in 2023.

(2) Bank loan situation

According to the company's relevant announcements on applying for bank loans, bank loan contracts and related payment vouchers and the 2023 annual audit report, on July 28, 2023, the company held the 10th meeting of the third board of directors, and reviewed and approved the "Proposal on the Company's Application for a Credit Line from the Bank" and the "Proposal on the Company's Application for a Bank Loan". The company borrowed 1,000 from Shanghai Bank Co., Ltd. Jinshan Branch, Hangzhou Bank Co., Ltd. Shanghai Branch and Shanghai Pudong Development Bank Co., Ltd. Jinqiao Branch respectively. Ten thousand yuan, 10 million yuan and 5 million yuan.

(3) Other sources of funds

According to the company's government subsidy documents and descriptions, in 2023, the company will have part of its operating income collection and government subsidy funds. In order to maximize the use of the idle production capacity of the Jinshan factory of its subsidiary Shanghai Zensheng Pharmaceutical Co., Ltd., the company has provided customers with entrusted development services and sample testing technical services since 2023 to form part of its operating income. In 2023, this business received a repayment of 399,700 yuan. In addition, the company received government subsidies such as patent subsidies and science and technology development fund subsidies in 2023, totaling 260,200 yuan.

2. Main sources of company funds in 2024

According to the "Directive Issuance Instructions" and the company's explanation, the main sources of the company's funds in 2024 are funds raised from the 2023 private issuance, bank loans and other sources of funds. The specific situation is as follows:

(1) Use of raised funds

According to the disclosure documents related to the issuer's directional issuance in 2023 and the special report on the storage and use of raised funds in 2024, the company held the 2023 second extraordinary shareholders' meeting on June 16, 2023 to review and approve the "Shanghai Zensheng Technology Development Co., Ltd.'s Stock Directed Issuance Prospectus", and was approved by the China Securities Regulatory Commission's "Registration Approval of Shanghai Zensheng Technology Development Co., Ltd.'s Issuance of Stocks to Specific Targets"

Supplementary Legal Opinion (1)

"Reply" (No.: Securities Regulatory Commission License [2023] No. 1859), the company issued a total of 6,423,982 shares at an issue price of RMB 14.01 per share, and raised a total of RMB 89,999,987.82. The funds raised were mainly used to supplement working capital and new drug research and development projects. The above-mentioned raised funds were all received on January 4, 2024, and were verified by the "Zhonghuan Yanzi (2024) No. 3600001" and "Zhonghuan Yanzi (2024) No. 3600002" "Capital Verification Report" issued by Zhongshen Zhonghuan Accounting Firm (Special General Partnership). In 2024, 66.7005 million yuan of funds will be raised from this private placement.

(2) Bank loan situation

According to the company’s relevant announcements on applying for bank loans, bank loan contracts and related payment vouchers, and the 2024 annual audit report, the company separately announced on April 15, 2024 The 16th meeting of the third board of directors was held on June 21, 2024 to review and approve the "Proposal on the Company's Application for Bank Loans". The 17th meeting of the third Board of Directors was held on June 21, 2024, and the "Proposal on the Company's Application for Credit Lines from Banks" was reviewed and approved. The company will apply to Shanghai for credit lines in 2024. Bank Co., Ltd. Shinan Branch, Hangzhou Bank Co., Ltd. Shanghai Branch, China Minsheng Bank Co., Ltd. Shanghai Branch and Shanghai Rural Commercial Bank Co., Ltd. Zhangjiang Science and Technology Branch borrowed 10 million yuan, 10 million yuan, 5 million yuan and 10 million yuan.

(3) Other sources of funds

According to the company's government subsidy documents and descriptions, in 2024, the company also has some operating income repayments and government subsidy funds. In order to maximize the use of the idle production capacity of the Jinshan factory of its subsidiary Shanghai Zensheng Pharmaceutical Co., Ltd., the company has provided customers with entrusted development services and sample testing technical services since 2023 to form part of its operating income. In 2024, this business will receive a repayment of 2.4712 million yuan. In addition, the company received government subsidies totaling 574,200 yuan in 2024, including patent funding, science and technology development fund subsidies, and employment stabilization subsidies.

3. Sources of company funds in 2025

According to the "Directed Issuance Instructions" and the company's explanation, the company's funding sources in 2025 are funds raised from the 2023 private issuance, shareholder borrowings and other funding sources. The details are as follows:

(1) Use of raised funds

Supplementary Legal Opinion (1)

According to the disclosure documents related to the issuer's directional issuance in 2023, the special report on the storage and use of raised funds in the first half of 2025, the announcement that the raised funds have been used up and the special account for raised funds has been cancelled, and the company's explanation, the company will use 23.7059 million yuan of funds raised from the 2023 directed issuance in 2025. (2) Loan situation

According to the company's announcement on borrowing from shareholders, shareholder loan contracts and related account receipts, and the company's explanation, on July 2, 2025, the company held the third meeting of the fourth board of directors, and reviewed and approved the "Proposal on the Company's Borrowing from Shareholders, Provision of Guarantees by Subsidiaries and Related Transactions". Due to the company's business development and operating needs, it plans to borrow a total of 9.9 million yuan from shareholder Shanghai Jiuyou Private Equity Fund Management Co., Ltd. to supplement the company's liquidity. The interest rate for this loan is 5% and the loan period is 12 months. As of the date of issuance of this supplementary legal opinion, shareholder Shanghai Jiuyou Private Equity Fund Management Co., Ltd. has provided a total of 4.0644 million yuan in loans to the company.

On November 12, 2025, the company held the sixth meeting of the fourth board of directors and reviewed and approved the "Proposal on the Company's Borrowing from Shareholders and Related Transactions". Due to the company's business development and operating needs, it plans to borrow a total of 5.8 million yuan from shareholder ZHOUMING DONG (Zhou Mingdong) or its designated party to supplement the company's liquidity. The interest rate for this loan is an annual interest rate. 5%, and the loan period will end on the date when the company’s privately issued new shares are confirmed by the Beijing Branch of China Securities Depository and Clearing Co., Ltd. and listed on the stock transfer system and publicly traded. As of the date of issuance of this supplementary legal opinion, shareholder ZHOU MINGDONG has provided a total of RMB 3.2957 million in loans to the company.

(3) Other sources of funds

According to the company's government subsidy documents and their descriptions, in 2025, the company will have partial operating income repayments and inflows of government subsidy funds. In order to maximize the use of the idle production capacity of the Jinshan factory of its subsidiary Shanghai Zensheng Pharmaceutical Co., Ltd., the company will provide customers with entrusted development services and sample testing technical services starting in 2023. In 2025, the business will receive a repayment of 354,500 yuan. In addition, the company received government subsidies such as patent funding in 2025 totaling 268,300 yuan.

To sum up, the company's funds during the reporting period mainly came from private placements raised in 2021 and 2023.

Supplementary Legal Opinion (1)

funds, bank loans, shareholder borrowings, operating income collections and government subsidy funds.

(2) Whether there is external borrowing and whether the borrower will become the target of this issuance

According to the issuer’s description of the main sources of funds and intended investors during the reporting period and management

According to the interview, the company’s main source of funds during the reporting period included external borrowings, which are as follows:

Annual Bank Loans Shareholder Borrowings

2023 (1) Jinshan Branch of Bank of Shanghai Co., Ltd.: /

10 million yuan;

(2) Hangzhou Bank Co., Ltd. Shanghai Branch:

10 million yuan;

(3) Shanghai Pudong Development Bank Co., Ltd. Gold

Qiao Branch: 5 million yuan

2024 (1) Bank of Shanghai Co., Ltd. Shinan Branch: /

10 million yuan;

(2) Hangzhou Bank Co., Ltd. Shanghai Branch:

10 million yuan;

(3) China Minsheng Banking Co., Ltd. Shanghai Branch

Row: 5 million yuan;

(4) Shanghai Rural Commercial Bank Co., Ltd. Zhang

Jiang Science and Technology Branch: 10 million yuan

2025/ (1) Shareholder Shanghai Jiuyou Private Equity Fund Management Co., Ltd. provides loans;

(2) Shareholder ZHOUMINGDONG (Zhou Mingdong) provides loans

To sum up, during the reporting period, the company’s main source of funds included external borrowings, including bank loans and equity loans.

East loan. Among them, the company’s external borrowings in 2023 and 2024 are all bank loans. According to the company

It is confirmed that the borrower will not be the target of this issuance; the company’s external borrowings in 2025 will all be from shareholders.

According to the company’s confirmation, among the shareholders’ loan recipients are ZHOU MINGDONG (Zhou Mingdong), Shanghai

Jiuyou Private Equity Fund Management Co., Ltd. or its designated related parties intend to participate in this private placement and become the members of this issuance.

Bank targets will all subscribe for shares in this private issuance in cash, and there will be no debt subscription for shares.

shape.

3. Question 5 of "Inquiry Letter"

Supplementary Legal Opinion (1)

About the release objects. The application materials show that the number of targets for this issuance is uncertain and is planned to be no more than 35. The company is requested to supplement the disclosure in the "Directed Issuance Prospectus": (1) The specific scope and type of targets to be determined for the issuance, such as sponsoring securities firms, upstream and downstream business cooperation institutions, private equity investment institutions, company directors, supervisors, senior managers, registered shareholders, etc.; (2) If some targets have been basically determined, Please additionally disclose its specific information, including but not limited to the name, gender, address, ID number, main professional experience and current position of the natural person investor, and the name, establishment time, registration place, registered capital, paid-in capital, business scope, controlling shareholder and actual controller of the institutional investor, etc.

Please sponsor the securities firms and lawyers to express clear verification opinions in the "Recommended Work Report" and "Legal Opinion" respectively.

Reply:

(1) The specific scope and type of issuance targets to be determined, such as sponsoring securities firms, upstream and downstream business cooperation institutions, private equity investment institutions, company directors, supervisors, senior managers, registered shareholders, etc.

According to the "Directed Issuance Prospectus", the company's explanation and interviews with senior managers of the issuer, the type and scope of the company's issuance targets include: other shareholders other than the company's largest shareholder, directors, external investors (natural person investors, legal person investors, private equity funds, securities investment institutions, etc.) and upstream and downstream business cooperation institutions that comply with the relevant provisions of the "Company Law", "Public Company Management Measures" and "Investor Suitability Management Measures", excluding the largest shareholder, sponsoring securities dealers, company supervisors and senior managers. As of the date of issuance of this supplementary legal opinion, the basic information of the intended investors is as follows:

Estimated investment amount

Serial number Name of target to be issued Nature

(10,000 yuan)

1 Intended investor 1 2,000 Registered shareholders of the company

Equity investment institution, registered shareholder of the company 2 Intentional investor 2 1,000

joint party

3 Intended investors 3 1,700 Foreign investment institutions

Equity investment institution, registered shareholder of the company 4 Intentional investor 4 1,500

joint party

5 Other 21 natural person investors 323.60 Registered natural person shareholders of the company

Total 6,523.60 -

Supplementary Legal Opinion (1)

Note: In addition, the company’s founder and chairman ZHOUMINGDONG is expected to participate in this directional issuance.

(2) If some targets have been basically identified, please additionally disclose their specific information, including but not limited to the name, gender, address, ID number, main professional experience and current position of the natural person investor, the name, establishment time, registration place, registered capital, paid-in capital, business scope, controlling shareholder and actual controller of the institutional investor, etc.

According to the written confirmation issued by the issuer and the identification documents, business licenses and articles of association of the issuance targets that have been basically determined, and verified by our lawyers, as of now, the company’s basically determined issuance targets are as follows:

1. ZHOUMING DONG (Zhou Mingdong)

Name ZHOUMINGDONG (Zhou Mingdong)

Gender male

Place of residence Shanghai, China

ID number/passport PB299****

Graduated from the Department of Biology of Fudan University in July 1982 with a bachelor's degree; worked as a teaching assistant at the Institute of Genetics of Fudan University from August 1982 to July 1987; studied Cell and Molecular Biology at the State University of New York from September 1987 to April 1992 and received a PhD; from May 1992 to May 1992 Main professional experience

In June 1996, he engaged in postdoctoral research at the University of California, San Diego; from July 1996 to January 2000, he served as the director of the Cell Signaling Research Laboratory of the Chang Ruoqian Heart Institute in Australia; from February 2000 to the present, he has successively served as the chairman and general manager of Zesheng Technology.

Current position: Chairman of Zensheng Technology

Proposed investment amount has not yet been determined

The company's current registered shareholders meet the investor suitability requirements and comply with the "Measures for the Administration of Public Companies". Are they eligible for investors?

The relevant provisions of the "Investor Suitability Management Measures" and the "Personalized Issuance Rules" have suitability requirements.

Qualifications to participate in this issuance.

The company’s current registered shareholders (directly holding 7.08% of the shares, through related party relationships with Shanghai Zhiyou Investment Management Co., Ltd.

Take over 1.51% of shares) and serve as chairman of the company

2. Shanghai Jiuyouchuangu Investment Management Co., Ltd.

Name Shanghai Jiuyouchuangu Investment Management Co., Ltd. (hereinafter referred to as "Jiuyouchuangu")

unified social credit agency

91310115060900342P

code

Supplementary Legal Opinion (1)

Date of establishment: January 16, 2013

Room 895, Building 3, No. 89 Sanshahong Road, Chengqiao Town, Chongming District, Shanghai (Shanghai Chongming Supply and Marketing Economic Registration Place

Development Zone)

Registered capital 10 million yuan

Industrial investment, investment management, investment consulting, business consulting, corporate management consulting (the above business scope includes consulting except brokerage), asset management. [Projects that require approval according to law can only be carried out with approval from relevant departments]

Controlling shareholder Shanghai Longdongchun Business Consulting Co., Ltd.

Actual controller Liu Xiaolong

Proposed investment amount 10 million yuan

It is a private equity fund manager and has completed registration with the Asset Management Association of China. Jiuyouchuangu has not yet opened the trading authority for qualified investors in the securities account of the National Equities Exchange and Quotations System. Jiuyouchuangu has issued a commitment. Jiuyouchuangu or its designated subscribing entities will determine whether this private placement is in compliance with the requirements of investors.

Qualified investors who open securities accounts in the National Equities Exchange and Quotations System before stock subscription have trading permissions and there are no suitability requirements.

Among other obstacles, ensure compliance with the investor suitability requirements of the "Public Company Management Measures", "Investor Suitability Management Measures" and "Directed Issuance Rules", and have the qualifications to subscribe for this issuance of stocks.

Related party relationships with the company's current registered shareholders, Zhangjiakou Tong Taijiuyou Equity Investment Fund Partnership (Limited Partnership) (holding 4.67% of shares) and Shanghai Jiuyou Private Equity Fund Management Co., Ltd.-Shanghai Xianjiuyou

Equity Investment Fund Partnership (Limited Partnership) (1.81% shareholding) is an affiliated company under the same control

Note: The subscriber may change the subscriber in the future.

3. Shenzhen Lianshui Investment Co., Ltd.

Name Shenzhen Lianshui Investment Co., Ltd. (hereinafter referred to as "Shenzhen Lianshui")

unified social credit agency

91440300MA5FWXX395

code

Date of establishment 2019-11-04

Registration address: Room 301, No. 16, District 3, Beitoubei New Village, Ailian Community, Longcheng Street, Longgang District, Shenzhen City

Registered capital 5 million yuan

General business projects are: enterprise management consulting, information consulting, business information consulting, financial business scope

Management consulting (the above does not include restricted projects); investment and establishment of industries (specific projects will be discussed separately)

Supplementary Legal Opinion (1)

declaration); project investment planning (specific projects shall be declared separately); domestic trade, engaging in the import and export of goods and technology. (If the business operation involves pre-existing administrative licensing, it must obtain the pre-existing administrative licensing document before operating)

Controlling shareholder Yang Jianghua

Actual controller Yang Jianghua

Proposed investment amount 20 million yuan

He is a current registered shareholder of the company, meets the investor suitability requirements, and is qualified to participate in the subscription of this issuance. Shenzhen Lianshui may change the subscribing entity in the future. Shenzhen Lianshui has issued a commitment that the designated subscribing entity of Shenzhen Lianshui will be opened before the subscription of this directional issuance of shares. Whether it is in line with investors

The trading authority of qualified investors in the securities account of the State Stock Exchange System and there are no other obstacles to ensure the suitability requirements

It complies with the relevant investor suitability requirements of the "Public Company Management Measures", "Investor Suitability Management Measures" and "Directed Issuance Rules", and is qualified to subscribe for this issuance of stocks.

The company’s current registered shareholders (direct shareholding ratio is less than 0.01%, through Shenzhen Lianshui Selected Related Party Relationship

Investment enterprise (limited partnership) indirectly holds 0.08% shares)

Note: The subscriber may change the subscriber in the future.

4. Liu Xiaoliang

Name Liu Xiaoliang

Gender male

Residence Yantai City, Shandong Province

ID number/passport 3706281973********

Main professional experience Banking industry

Current employment status Hengfeng Bank employee

Proposed investment amount 211,500 yuan

The company's current registered shareholders meet the investor suitability requirements and comply with the "Measures for the Administration of Public Companies". Are they eligible for investors?

The relevant provisions of the "Investor Suitability Management Measures" and the "Personalized Issuance Rules" have the participation suitability requirements.

Subscription qualifications for this issuance.

Related party relationship: Current registered shareholder of the company (0.13% shareholding)

5. Meng Lingqing

Name Meng Lingqing

Gender male

Residence: Wuhu City, Anhui Province

ID number/passport 3402041988**********

Supplementary Legal Opinion (1)

Main professional experience: Engaged in investment and operation related work

Current position: Current business manager of the investment department of Wuhu Rural Revitalization Investment Development Group Co., Ltd. Proposed investment amount 31,200 yuan

The company's current registered shareholders meet the investor suitability requirements and comply with the "Measures for the Administration of Public Companies". Are they eligible for investors?

The relevant provisions of the "Investor Suitability Management Measures" and the "Personalized Issuance Rules" have the participation suitability requirements.

Subscription qualifications for this issuance.

Related party relationship: Current registered shareholder of the company (0.02% shareholding)

6. Sun Shoufeng

Name Sun Shoufeng

Gender male

Place of residence: Nileke County, Xinjiang

ID number/passport 6541281963********

Main professional experience Individual business owner

Current employment status Retired

Proposed investment amount 14,600 yuan

The company's current registered shareholders meet the investor suitability requirements and comply with the "Measures for the Administration of Public Companies". Are they eligible for investors?

The relevant provisions of the "Investor Suitability Management Measures" and the "Personalized Issuance Rules" have the participation suitability requirements.

Subscription qualifications for this issuance.

Related party relationship: Current registered shareholder of the company (0.01% shareholding)

Note: Source of data on shareholder shareholding ratio: The shareholding ratio of the top 200 shareholders is based on the "List of All Securities Holders" with an equity registration date of January 20, 2026, issued by the Beijing Branch of China Securities Depository and Clearing Co., Ltd. The shareholding ratio of shareholders other than the top 200 is based on the "Roster of All Securities Holders" with an equity registration date of December 17, 2025, issued by the Beijing Branch of China Securities Depository and Clearing Co., Ltd.

This legal opinion is made in triplicate.

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Supplementary Legal Opinion (1)