Legal Opinion of Beijing Zhong Lun Law Firm Regarding the Issuance Process and Compliance of Hesk Pharmaceutical Group Co., Ltd.'s 2025 Private Placement of A Shares
To: Hesk Pharmaceutical Group Co., Ltd.
Beijing Zhong Lun Law Firm (hereinafter referred to as "the Firm") is the special legal counsel engaged by Hesk Pharmaceutical Group Co., Ltd. (hereinafter referred to as "the Company," "the Issuer," or "Hesk") for its application to issue RMB ordinary shares (A shares) to specific objects (hereinafter referred to as "this Issuance"). This legal opinion is hereby issued to witness the compliance of the issuance process and the subscribers of this Issuance.
In order to issue this legal opinion, the Firm's lawyers, in accordance with the requirements of relevant laws, administrative regulations, normative documents, and the Firm's business rules, have conducted verification and validation of the documents, materials, and facts related to the compliance of the issuance process and the subscribers of this Issuance, adhering to the principles of prudence and materiality.
The Firm's lawyers make the following statements regarding this legal opinion:
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During the course of its work, the Firm's lawyers have received assurances from the Issuer that the Issuer has provided the Firm's lawyers with all original written materials, copies, and oral statements that the Firm's lawyers deem necessary for issuing this legal opinion. The documents and materials provided are true, complete, and valid, with no concealment, falsification, or material omission. All signatures and seals on the relevant documents and materials are genuine, and all copies are consistent with the originals.
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The Firm's lawyers issue this legal opinion based on facts that have occurred or existed prior to the date of issuance of this legal opinion, and in accordance with the current laws, regulations, and normative documents such as the "Company Law of the People's Republic of China" (hereinafter referred to as "Company Law"), the "Securities Law of the People's Republic of China" (hereinafter referred to as "Securities Law"), the "Administrative Measures for the Registration of Issuance of Securities by Publicly Offered Funds" (hereinafter referred to as "Registration Measures"), the "Administrative Measures for the Issuance and Underwriting of Securities by Listed Companies" (hereinafter referred to as "Issuance and Underwriting Measures"), and the "Implementation Rules for the Issuance and Underwriting Business of Securities by Listed Companies" (hereinafter referred to as "Implementation Rules"), as well as relevant regulations of the China Securities Regulatory Commission (hereinafter referred to as "CSRC") and the Shenzhen Stock Exchange (hereinafter referred to as "SZSE").
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For facts that are crucial to this legal opinion but cannot be independently verified, the Firm's lawyers rely on certificates issued by relevant government departments, the Issuer, or other relevant entities, and publicly available information as the basis for preparing this legal opinion.
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The Firm and its handling lawyers have fulfilled their statutory duties in strict accordance with the "Securities Law," the "Administrative Measures for Securities Legal Business of Law Firms," and the "Practice Rules for Securities Legal Business of Law Firms (Trial)," and based on facts that have occurred or existed prior to the date of issuance of this legal opinion. They have adhered to the principles of diligence and good faith, conducted thorough investigations and verifications, and ensured that the facts identified in this legal opinion are true, accurate, and complete. The conclusions expressed are legal and accurate, free from any false records, misleading statements, or material omissions, and they bear corresponding legal responsibilities.