To:
Haiyingkang (Qingdao) Medical Technology Co., Ltd.
King & Wood Mallesons (Qingdao) Law Firm (hereinafter referred to as "this firm") has been entrusted by Haiyingkang (Qingdao) Medical Technology Co., Ltd. (hereinafter referred to as "the acquirer") to provide a special legal opinion regarding the exemption from making a tender offer due to the reduction of capital resulting from the cancellation of part of the repurchased shares by Shanghai Raist Blood Products Co., Ltd. (hereinafter referred to as "Shanghai Raist" or "the listed company"), which caused the acquirer and its concerted actor Grifols, S.A. (hereinafter referred to as "Grifols") to passively hold more than 30% of the shares of the listed company (hereinafter referred to as "this acquisition").
This firm has issued this legal opinion based on the "Company Law of the People's Republic of China" (hereinafter referred to as "Company Law"), "Securities Law of the People's Republic of China" (hereinafter referred to as "Securities Law"), "Measures for the Administration of Acquisitions of Listed Companies" (hereinafter referred to as "Acquisition Measures"), "Rules on the Repurchase of Shares by Listed Companies" (hereinafter referred to as "Repurchase Rules"), "Measures for the Management of Securities Legal Business by Law Firms," "Practice Rules for Securities Legal Business by Law Firms (Trial)," "Self-Regulatory Guidelines No. 9 for Listed Companies on the Shenzhen Stock Exchange - Share Repurchase" (hereinafter referred to as "Guideline No. 9"), and "Guidelines No. 16 on the Content and Format of Information Disclosure by Companies Issuing Securities - Acquisition Report of Listed Companies" (hereinafter referred to as "Guideline No. 16"), as well as other effective laws, administrative regulations, rules, and normative documents within the territory of the People's Republic of China (including the Hong Kong Special Administrative Region, Macao Special Administrative Region, and Taiwan Province) (hereinafter referred to as "China") and relevant provisions of the China Securities Regulatory Commission (hereinafter referred to as "CSRC").
This firm and the handling lawyers have strictly fulfilled their statutory duties, adhered to the principles of diligence and good faith, conducted thorough verification, and ensured that the facts recognized in this legal opinion are true, accurate, and complete, and that the opinions expressed are legal and accurate, without any false records, misleading statements, or significant omissions, and bear corresponding legal responsibilities.
To issue this legal opinion, this firm and the handling lawyers reviewed the documents provided by the acquirer and its concerted actors related to this acquisition, including relevant records, materials, and proofs, and verified the relevant facts and legal matters involved in this acquisition. The acquirer and its concerted actors have assured this firm that they have provided the original written materials, copies, commitment letters, or proofs required by this firm for issuing this legal opinion, and there are no concealed records, false statements, or significant omissions; the documents and materials provided to this firm are true, accurate, complete, and valid, and that the copies or photocopies are consistent with the originals.
This firm only expresses opinions based on the currently effective laws and regulations within China and does not express opinions based on any foreign laws. In this legal opinion, this firm only expresses opinions on the legal issues related to the exemption from making a tender offer for the acquirer and its concerted actors involved in this acquisition, and does not express opinions on non-legal professional matters such as accounting and auditing. When quoting certain data and conclusions from relevant accounting reports and audit reports in this legal opinion, necessary due diligence has been performed, but such quotations do not constitute any express or implied guarantee by this firm regarding the truthfulness and accuracy of these data and conclusions. For facts that are crucial for issuing this legal opinion but cannot be supported by independent evidence, this firm relies on explanations or proof documents issued by relevant government departments, companies, or other relevant units to express legal opinions.