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Anhui Tianhe Law Office Regarding the 2026 Restricted Stock Incentive Plan (Draft) of Suzhou Haofan Biological Co., Ltd. Legal Opinion
Legal Opinion No. [blank] [2026] No. 02018
To: Suzhou Haofan Biological Co., Ltd.
Anhui Tianhe Law Office has been engaged as the special legal counsel for the 2026 Restricted Stock Incentive Plan of Suzhou Haofan Biological Co., Ltd. Attorneys Chen Lei and Sun Jing have been designated to handle this matter.
Definitions
In this legal opinion, unless the context otherwise requires, the following terms have the following meanings:
| Term | Definition |
|---|---|
| Haofan Biological/Company | Suzhou Haofan Biological Co., Ltd. |
| The Plan/Incentive Plan | The Company's 2026 Restricted Stock Incentive Plan |
| Restricted Stock Incentive Plan (Draft) | The Suzhou Haofan Biological Co., Ltd. 2026 Restricted Stock Incentive Plan (Draft) |
| Company Law | The Company Law of the People's Republic of China |
| Securities Law | The Securities Law of the People's Republic of China |
| Administrative Measures | Administrative Measures for Equity Incentives of Listed Companies |
| Listing Rules | Rules Governing the Listing of Securities on the ChiNext Market of the Shenzhen Stock Exchange |
| Self-Regulatory Guidelines No. 1 | Shenzhen Stock Exchange ChiNext Listed Company Self-Regulatory Guidelines No. 1 — Business Handling |
| Articles of Association | Articles of Association of Suzhou Haofan Biological Co., Ltd. |
| CSRC | China Securities Regulatory Commission |
| SZSE | Shenzhen Stock Exchange |
| This Office | Anhui Tianhe Law Office |
| Yuan/Ten Thousand Yuan | Renminbi Yuan, Renminbi Ten Thousand Yuan |
Legal Opinion
I. Subject Qualifications for the Incentive Plan
(I) The Company is legally established and effectively existing.
According to the materials provided and verified by our attorneys, Haofan Biological was established on December 2, 2003, as Suzhou Haofan Biological Technology Co., Ltd. It was converted into a joint-stock company in January 2016. On April 17, 2023, it received approval from the CSRC to issue 27 million RMB ordinary shares. The company's shares were listed on the SZSE on July 12, 2023, under the stock abbreviation "Haofan Biological" and stock code "301393".
The company's registered capital is 108 million Yuan, with its registered address at No. 1 Changting Road, Suzhou High-tech Zone. The legal representative is Zhu Yong. Its business scope includes the research, development, production, and sales of biological synthesis reagents and related products, technical services, sales of pharmaceutical intermediates, and import/export of goods and technology.
In summary, as of the date of this legal opinion, Haofan Biological is a legally established and effectively existing joint-stock company with no circumstances requiring termination.
(II) The Company does not fall under the circumstances prohibiting equity incentives under Article 7 of the Administrative Measures.
Based on the Restricted Stock Incentive Plan (Draft), the Audit Report (Tian Zhi Ye Zi [2026] No. 18047) and Internal Control Audit Report (Tian Zhi Ye Zi [2026] No. 18047-1) issued by WUYIGE Certified Public Accountants LLP, and other public disclosures, the company does not meet any of the criteria under Article 7 of the Administrative Measures that would prohibit the implementation of an incentive plan.
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The financial accounting report for the most recent fiscal year was issued with an adverse opinion or a disclaimer of opinion by a certified public accountant;
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The internal control report for the financial report for the most recent fiscal year was issued with an adverse opinion or a disclaimer of opinion by a certified public accountant;
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Within the last 36 months after listing, there has been a failure to distribute profits in accordance with laws, regulations, the Articles of Association, or public commitments;