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Beijing Kangda Law Firm Supplementary Legal Opinion (II) on the Issuance of Shares to Specific Targets by Schutai Shen (Beijing) Biopharmaceutical Co., Ltd.
Kangda Stock Issuance [2025] No. 0088-2
To: Schutai Shen (Beijing) Biopharmaceutical Co., Ltd.
This firm was engaged by the issuer to serve as special legal counsel for this issuance and to provide legal opinions on relevant matters. Previously, this firm issued the "Legal Opinion" and "Attorney's Work Report" on October 15, 2025. In accordance with the requirements of the "Audit Inquiry Letter on the Application of Schutai Shen (Beijing) Biopharmaceutical Co., Ltd. for Issuance of Shares to Specific Targets" (Audit Letter [2025] No. 020061) issued by the Shenzhen Stock Exchange Listing Audit Center on November 11, 2025, we issued the "Supplementary Legal Opinion (I)" on December 1, 2025, and the "Supplementary Legal Opinion (I) (Updated Version)" on January 23, 2026.
In accordance with further requirements from the Shenzhen Stock Exchange Listing Audit Center and the need to supplement data from the issuer's 2025 third-quarter report, we have issued this supplementary legal opinion based on the Company Law, Securities Law, Registration Management Measures, Compilation Rules No. 12, and other applicable laws and regulations.
Before issuing this supplementary legal opinion, this firm and its attorneys state the following:
This firm and its attorneys have performed the necessary verification of the documents and facts provided by the issuer in accordance with the requirements of Article 19 of the Securities Law and the relevant requirements of Compilation Rules No. 12, and in accordance with the business standards, ethical norms, and the spirit of diligence and responsibility generally recognized in the Chinese legal profession. We hereby issue this supplementary legal opinion as follows:
Part I: Response to the "Audit Inquiry Letter"
I. Question 1 of the "Audit Inquiry Letter"
During the reporting period, the issuer's net profit after deducting non-recurring gains and losses attributable to the parent company was -205.1844 million yuan, -406.3028 million yuan, -153.6256 million yuan, and -27.7167 million yuan, respectively. According to the application materials, affected by factors such as inclusion in the key monitoring catalog, adjustments to the medical insurance catalog, and centralized procurement, the sales revenue and profits of the issuer's main products, Su taisheng (mouse nerve growth factor for injection) and Shutaiqing (compound polyethylene glycol electrolyte powder (IV)), have continued to decline during the reporting period. Su taisheng was included in the key monitoring catalog for rational drug use in 2019 and was adjusted out of the national medical insurance catalog, and was adjusted out of the key monitoring catalog in January 2023. In December 2024, Shutaiqing was not selected in the tenth batch of national centralized procurement. During the reporting period, the capacity utilization rate of Su taisheng was 29.00%, 38.54%, 27.29%, and 35.71%, respectively, and the capacity utilization rate of Shutaiqing was 58.49%, 39.92%, 36.13%, and 19.71%, respectively.
For each period of the reporting period, the issuer's R&D investment was 384.4459 million yuan, 448.0034 million yuan, 162.2947 million yuan, and 65.0469 million yuan, respectively, accounting for 70.03%, 123.02%, 49.97%, and 51.79% of operating income, respectively; the capitalization rates were 5.63%, 7.98%, 34.00%, and 28.76%, respectively. The proportion of testing and assay fees in R&D expenses was 44.22%, 57.03%, 41.13%, and 50.86%, respectively. As of the end of June 2025, the number of the issuer's R&D personnel decreased from 262 at the end of 2022 to 104.
As of the end of June 2025, the issuer's prepayments were 19.5845 million yuan, of which 48.30% had an aging of less than one year. The issuer's prepayments were mainly for technical service fees and equipment prepayments. Some of the corresponding R&D projects have been suspended.