[Image: Zhong Lun Law Firm logo]
Beijing Zhong Lun Law Firm Regarding Guangzhou Medprin Regenerative Medical Technologies Co., Ltd. Issuance of Shares and Cash Payment for Asset Acquisition and Raising of Supporting Funds and Related Party Transactions Supplementary Legal Opinion (II) (Revised Draft)
June 2026
Table of Contents
Definitions 2 Part I: Update on the Transaction 5
- Transaction Scheme 5
- Qualifications of Transaction Parties 9
- Approvals and Authorizations 12
- Relevant Transaction Agreements 13
- Target Assets 13
- Related Party Transactions and Competition 23
- Handling of Claims, Debts, and Employee Placement 28
- Information Disclosure 28
- Substantive Conditions of the Transaction 30
- Securities Service Institutions and Qualifications 30
- Verification of Audit Focus Points 30
- Conclusion 36 Part II: Update on Response to Inquiry Letter 37
- Inquiry Letter Question 4: Sales Expenses and Other Financial Matters of Target Assets 37
- Inquiry Letter Question 5: Counterparties 46
- Inquiry Letter Question 6: Transaction Scheme 111
- Inquiry Letter Question 8: Integration and Control 135
Definitions
In this legal opinion, unless the context otherwise requires, the following terms have the meanings set forth below:
| Term | Definition |
|---|---|
| Reporting Period | 2023, 2024, and January–November 2025 |
| Audit Reference Date | November 30, 2025 |
| Additional Audit Period | June 1, 2025 to November 30, 2025 |
| Audit Report | Guangzhou Yijie Medical Technology Co., Ltd. Audit Report (Huaxing Shenzi [2026] No. 25010510110) |
| Pro Forma Review Report | Guangzhou Medprin Regenerative Medical Technologies Co., Ltd. Pro Forma Consolidated Financial Statements Review Report (Huaxing Zhuanzi [2026] No. 25010510145) |
| Restructuring Report | Guangzhou Medprin Regenerative Medical Technologies Co., Ltd. Report on Issuance of Shares and Cash Payment for Asset Acquisition and Raising of Supporting Funds and Related Party Transactions (Draft) and its revisions |
To: Guangzhou Medprin Regenerative Medical Technologies Co., Ltd.
Beijing Zhong Lun Law Firm (hereinafter referred to as "this Firm") was engaged by Guangzhou Medprin Regenerative Medical Technologies Co., Ltd. (hereinafter referred to as "Medprin", "the Listed Company", or "the Company") to serve as the special legal counsel for the Company's issuance of shares and cash payment for asset acquisition and raising of supporting funds and related party transactions (hereinafter referred to as "this Transaction" or "this Restructuring").
This Firm issued the "Beijing Zhong Lun Law Firm Legal Opinion on Guangzhou Medprin Regenerative Medical Technologies Co., Ltd.'s Issuance of Shares and Cash Payment for Asset Acquisition and Raising of Supporting Funds and Related Party Transactions" (hereinafter referred to as the "Original Legal Opinion") to the Listed Company on November 4, 2025. In accordance with the "Audit Inquiry Letter on the Application of Guangzhou Medprin Regenerative Medical Technologies Co., Ltd. for Issuance of Shares and Cash Payment for Asset Acquisition and Raising of Supporting Funds" (Audit Letter [2025] No. 030018, hereinafter referred to as the "Inquiry Letter") issued by the Shenzhen Stock Exchange (hereinafter referred to as "SZSE") on November 26, 2025, this Firm conducted verification of the legal matters involved in the "Inquiry Letter" and issued the "Beijing Zhong Lun Law Firm Supplementary Legal Opinion (I) on Guangzhou Medprin Regenerative Medical Technologies Co., Ltd.'s Issuance of Shares and Cash Payment for Asset Acquisition and Raising of Supporting Funds and Related Party Transactions" on December 25, 2025. On April 27, 2026, in accordance with further audit opinions from the SZSE, this Firm issued the "Beijing Zhong Lun Law Firm Supplementary Legal Opinion (I) on Guangzhou Medprin Regenerative Medical Technologies Co., Ltd.'s Issuance of Shares and Cash Payment for Asset Acquisition and Raising of Supporting Funds and Related Party Transactions" (Revised Draft).