Legal Opinion of Beijing DeHeng Law Offices on the 2026 A-Share Restricted Stock Incentive Plan (Draft) of Asymchem Laboratories (Tianjin) Co., Ltd.
DeHeng No. 01F20261111-01
To: Asymchem Laboratories (Tianjin) Co., Ltd.
Beijing DeHeng Law Offices (hereinafter referred to as "this Firm") was engaged by Asymchem Laboratories (Tianjin) Co., Ltd. (hereinafter referred to as the "Company" or "Asymchem") to serve as special legal counsel for the 2026 A-Share Restricted Stock Incentive Plan (hereinafter referred to as the "Incentive Plan" or "this Plan"). This Firm has conducted a verification of the Incentive Plan in accordance with the Company Law of the People's Republic of China, the Securities Law of the People's Republic of China, the Administrative Measures for Equity Incentives of Listed Companies issued by the China Securities Regulatory Commission, the Self-Regulatory Guidelines for Listed Companies of the Shenzhen Stock Exchange No. 1—Business Handling, and other relevant laws, regulations, and the Articles of Association of Asymchem Laboratories (Tianjin) Co., Ltd.
The Company has committed to this Firm that all original documents, copies, and signatures provided for this Incentive Plan are authentic, complete, and valid.
I. Subject Qualification for the Incentive Plan
(I) Legal Establishment and Valid Existence of Asymchem
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The Company is a foreign-invested joint-stock company approved by the Tianjin Economic-Technological Development Area Administrative Committee (Jin Kai Pi [2011] No. 437). On September 20, 2011, Asymchem obtained its Business License for an Enterprise as a Legal Person from the Tianjin Binhai New Area Administration for Industry and Commerce, with registration number 120000400035153.
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On October 26, 2016, the China Securities Regulatory Commission issued the Approval for the Initial Public Offering of Asymchem Laboratories (Tianjin) Co., Ltd. (Zheng Jian Xu Ke [2016] No. 2437), approving the issuance of no more than 30 million RMB-denominated ordinary shares (A-shares).
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With the approval of the Shenzhen Stock Exchange (Shen Zhen Shang [2016] No. 809), the Company's A-shares were listed on the Shenzhen Stock Exchange on November 18, 2016, under the stock abbreviation "Asymchem" and stock code "002821".
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Asymchem currently holds a Business License issued by the Tianjin Economic-Technological Development Area Market Supervision Bureau on June 9, 2026, with the unified social credit code 91120116700570514A. The basic information of the Company is as follows:
| Item | Details |
|---|---|
| Company Name | Asymchem Laboratories (Tianjin) Co., Ltd. |
| Company Type | Joint-stock company (Sino-foreign joint venture, listed) |
| Registered Capital | 360.78097 million RMB |
| Legal Representative | HAO HONG |
| Stock Abbreviation | Asymchem |
| Stock Code | 002821 |
| Listing Venue | Shenzhen Stock Exchange |
| Business Scope | Development, production, and sales of high-tech pharmaceutical raw materials, intermediates, and biotechnology products; formulation R&D; import and export of related equipment and accessories; wholesale and retail (no storefronts); and related technical consulting and technology transfer. (Projects subject to approval according to law must be approved by relevant departments before operation). (Cannot invest in areas prohibited for foreign investment in the Negative List for Foreign Investment Access). |
| Date of Establishment | October 7, 1998 |
| Registered Address | No. 6, Dongting Third Street, Tianjin Economic-Technological Development Area |
The Company's registration status is "subsisting," and as of the date of this legal opinion, there are no circumstances requiring termination, such as bankruptcy, dissolution, or liquidation.
(II) Absence of Circumstances Prohibiting the Implementation of the Incentive Plan
Based on verification and confirmation by the Company, the Company does not fall under any of the circumstances stipulated in Article 7 of the Administrative Measures that would prohibit the implementation of an equity incentive plan: