To: Beijing Lidman Biochemical Co., Ltd.
Pursuant to the relevant provisions of the Company Law, Securities Law, and the Measures for the Administration of Asset Acquisitions and Restructurings, our firm has been retained by Lidman to serve as its special legal advisor for the proposed acquisition of 61.50% of the shares of Shenzhen Prior Scientific Pharmaceutical Co., Ltd. (hereinafter referred to as the "Major Asset Restructuring" or the "Transaction") from Hainan Baimai, Hainan Prior Baijiahui, and Nanjing Baijiarui through cash payment.
Regarding the Transaction, our firm issued the "Legal Opinion of King & Wood Mallesons LLP on the Major Asset Purchase by Beijing Lidman Biochemical Co., Ltd." (hereinafter referred to as the "Legal Opinion") on November 13, 2025, the "Special Verification Opinion on Insider Trading of Shares by Insiders of Beijing Lidman Biochemical Co., Ltd. Regarding the Major Asset Purchase" (hereinafter referred to as the "Special Verification Opinion") on January 9, 2026, and the "Supplementary Legal Opinion (I) of King & Wood Mallesons LLP on the Major Asset Purchase by Beijing Lidman Biochemical Co., Ltd." (hereinafter referred to as "Supplementary Legal Opinion (I)") on January 9, 2026.
Given that the base date of the Transaction has been adjusted from July 31, 2025, to December 31, 2025, and the reporting period has been adjusted from 2023, 2024, and January-September 2025 to 2024 and 2025, Rongcheng Certified Public Accountants issued the "Audited Report on Pro Forma Financial Statements" (hereinafter referred to as the "Audit Report") with December 31, 2025, as the base date. China United Real Estate and Land Appraisal Consulting (Guangdong) Co., Ltd. (hereinafter referred to as "China United Appraisal") issued the "Asset Appraisal Report on the Equity Acquisition Involving Shenzhen Prior Scientific Pharmaceutical Co., Ltd. Shareholders' Equity Value" (hereinafter referred to as the "Asset Appraisal Report") with December 31, 2025, as the base date. Our firm hereby issues this Supplementary Legal Opinion II regarding significant changes in legal matters that have occurred during the supplementary verification period from August 1, 2025, to December 31, 2025, or from the date of issuance of the Legal Opinion to the date of issuance of this Supplementary Legal Opinion II.
Pursuant to the "Measures for the Administration of Asset Acquisitions and Restructurings," the "Administrative Measures for Law Firms Engaging in Securities Legal Business," and the "Practice Rules for Law Firms Engaging in Securities Legal Business (Trial)," our firm and the responsible lawyers have strictly performed their statutory duties, adhered to the principles of diligence and good faith, conducted thorough verification and investigation of the matters related to the Transaction as of the date of issuance of this Supplementary Legal Opinion, and ensured that the facts identified in this Supplementary Legal Opinion are true, accurate, and complete. The conclusions expressed in this Supplementary Legal Opinion regarding the Transaction are legal and accurate, and do not contain any false records, misleading statements, or material omissions, and our firm assumes corresponding legal liability.
This Supplementary Legal Opinion is a supplement to the "Legal Opinion," "Special Verification Opinion," and "Supplementary Legal Opinion (I)" previously issued by our firm, and constitutes an inseparable part thereof. The premises and assumptions under which legal opinions were expressed in the "Legal Opinion," "Special Verification Opinion," and "Supplementary Legal Opinion (I)" also apply to this Supplementary Legal Opinion. Unless otherwise stated in this Supplementary Legal Opinion, the terms and abbreviations used herein have the same meanings as those used in the "Legal Opinion," "Special Verification Opinion," and "Supplementary Legal Opinion (I)."
This Supplementary Legal Opinion is intended for Lidman's use in connection with the Transaction only and shall not be used for any other purpose. Our firm agrees that this Supplementary Legal Opinion may be submitted as a required legal document for the Transaction, along with the "Report on the Major Asset Purchase by Beijing Lidman Biochemical Co., Ltd. (Draft)" and its amendments (collectively referred to as the "Restructuring Report"), and other materials prepared for the Transaction, and our firm assumes corresponding legal liability.