Beijing Merits & Tree Law Offices
Legal Opinion on the Adjustment Matters of the Second Phase Employee Stock Ownership Plan of Sanofi Bio-sensing Co., Ltd.
Merits & Tree (Securities) [2026] No. 0017-1
To: Sanofi Bio-sensing Co., Ltd.
This law firm was engaged by Sanofi Bio-sensing Co., Ltd. (hereinafter referred to as "Sanofi Bio-sensing" or "the Company") as the special legal counsel for the adjustment matters of the second phase employee stock ownership plan.
In accordance with 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 "Guiding Opinions on the Pilot Implementation of Employee Stock Ownership Plans by Listed Companies" (hereinafter referred to as "Guiding Opinions"), the "Shenzhen Stock Exchange Listed Company Self-Regulatory Guidelines No. 2 - Normative Operation of GEM Companies" (hereinafter referred to as "Self-Regulatory Guidelines No. 2"), and other relevant laws, administrative regulations, departmental rules, normative documents, and the "Articles of Association" of the Company, and in accordance with the generally accepted business standards, ethical norms, and diligence requirements of the legal profession, this law firm hereby issues this Legal Opinion on the adjustment matters of the Company's second phase employee stock ownership plan (hereinafter referred to as "the Adjustment").
The law firm hereby makes the following statements regarding the issuance of this Legal Opinion:
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The law firm expresses its legal opinion based on facts that have occurred or existed prior to the issuance date of this Legal Opinion, in accordance with the "Company Law," "Securities Law," "Guiding Opinions," "Self-Regulatory Guidelines No. 2," and other relevant laws, administrative regulations, departmental rules, and normative documents.
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The law firm has strictly fulfilled its statutory duties in accordance with the "Securities Law," the "Measures for the Administration of Securities Legal Business of Law Firms," and the "Practice Rules for Securities Legal Business of Law Firms (Trial)," and has adhered to the principles of diligence and good faith. The law firm has thoroughly investigated the legality and compliance of the adjustment of Sanofi Bio-sensing's second phase employee stock ownership plan and has issued its legal opinion. This Legal Opinion does not contain any false records, misleading statements, or material omissions.
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For facts that are crucial to the issuance of this Legal Opinion but cannot be independently verified, the law firm relies on the documentary evidence, testimony, and professional reports provided or issued by the Company, relevant government departments, other relevant entities, or relevant individuals to form its legal opinion.
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The law firm agrees that the Company may cite or quote relevant content from this Legal Opinion in its documents concerning the second phase employee stock ownership plan, in accordance with the requirements of the China Securities Regulatory Commission and the Shenzhen Stock Exchange. However, such citation shall not lead to any ambiguity or misinterpretation of the legal meaning.
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The law firm agrees that this Legal Opinion will be submitted to the relevant competent authorities as a necessary legal document for the Adjustment along with other materials, and the law firm shall bear the corresponding legal responsibilities for this Legal Opinion in accordance with the law. This Legal Opinion is for the Company's use in the Adjustment only and shall not be used for any other purpose.
In accordance with the "Company Law," "Securities Law," "Guiding Opinions," and "Self-Regulatory Guidelines No. 2," and other laws, regulations, rules, and normative documents, and in accordance with the generally accepted business standards, ethical norms, and diligence requirements of the legal profession, this law firm hereby issues the following legal opinion on the Adjustment: