Beijing Dentons Law Firm
Legal Opinion on the Implementation of Wuhan Mind Bio-Medicine Co., Ltd.'s Major Asset Purchase
To: Wuhan Mind Bio-Medicine Co., Ltd.
Pursuant to the "Special Legal Advisor Agreement" signed between Wuhan Mind Bio-Medicine Co., Ltd. and Beijing Dentons Law Firm (hereinafter referred to as "the Firm"), the Firm was entrusted by the listed company to serve as the special legal advisor for this major asset purchase project.
The Firm has previously issued the "Legal Opinion of Beijing Dentons Law Firm on the Major Asset Purchase of Wuhan Mind Bio-Medicine Co., Ltd." (Dachengzhengzi [2026] No. 132, hereinafter referred to as the "Legal Opinion") and relevant supplementary legal opinions.
The Firm and its handling lawyers, in accordance with the provisions of the "Company Law of the People's Republic of China," "Securities Law of the People's Republic of China," "Administrative Measures for Major Asset Restructuring of Listed Companies," "Measures for Law Firms Engaging in Securities Legal Business," "Practice Rules for Law Firms Engaging in Securities Legal Business (Trial)," and other relevant laws, regulations, rules, and normative documents, and in accordance with the business standards, ethical norms, and diligence generally accepted in the legal profession, have investigated the implementation of this transaction and hereby issue this "Legal Opinion of Beijing Dentons Law Firm on the Implementation of the Major Asset Purchase of Wuhan Mind Bio-Medicine Co., Ltd." (hereinafter referred to as the "Implementation Legal Opinion").
The premises, assumptions, and statements of legal opinions made in the "Legal Opinion" and relevant supplementary legal opinions apply to this "Implementation Legal Opinion." Unless otherwise indicated in the context, the abbreviations used in this "Implementation Legal Opinion" have the same meanings as those used in the "Legal Opinion," relevant supplementary legal opinions, and the "Report on the Major Asset Purchase of Wuhan Mind Bio-Medicine Co., Ltd."
The Firm and its handling lawyers, based on facts that have already occurred or exist prior to the issuance date of this "Implementation Legal Opinion," have strictly performed their statutory duties, followed the principles of diligence and good faith, conducted necessary verification, and ensured that the facts identified in this "Implementation Legal Opinion" are true, accurate, and complete, and that the conclusions expressed are legal and accurate, without any false records, misleading statements, or major omissions, and shall bear corresponding legal responsibilities. Based on the foregoing, the Firm hereby expresses the following legal opinions:
Main Text
I. Overview of the Transaction
(I) Overview of the Transaction Plan
Mind Bio-Medicine will acquire 100% equity of Aicall from Blue Sail Medical by paying cash. Prior to this transaction, Mind Bio-Medicine did not hold any equity in Aicall. After the transaction, Mind Bio-Medicine will hold 100% equity in Aicall, and Aicall will become a wholly-owned subsidiary of Mind Bio-Medicine.
According to the "Asset Appraisal Report" (Zhonglianhupingzi [2026] No. 58) issued by Zhonglian Appraisal (Shanghai) Co., Ltd., with December 31, 2025, as the appraisal benchmark date, the appraised value of 100% equity of Aicall is RMB 19,060.00 million. After negotiation between the parties, the transaction price for 100% equity of Aicall was determined to be RMB 19,000.00 million.
The transaction consideration will be paid in two installments: the first installment is 60% of the transaction consideration, amounting to RMB 11,400.00 million; the second installment is 40% of the transaction consideration, amounting to RMB 7,600.00 million. The specific payment times and conditions precedent shall be executed in accordance with the "Asset Purchase Agreement."
The performance commitment period for this transaction is for the fiscal years 2026, 2027, and 2028. Blue Sail Medical commits that the cumulative realized net profit of Aicall during the performance commitment period shall not be less than RMB 6,500.00 million, and shall bear corresponding compensation obligations in accordance with the "Performance Compensation Agreement."