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Grandall Law Firm (Hangzhou) Legal Opinion on the Initial Public Offering and Listing on the ChiNext Market of Gelin Biotechnology Co., Ltd.

Green Biological Co., Ltd.··84 pages

✨ AI Summary

This document is a legal opinion issued by Grandall Law Firm (Hangzhou) regarding the initial public offering and listing of Gelin Biotechnology Co., Ltd. on the ChiNext market. The firm confirms the issuer's qualifications, compliance with regulatory requirements, and the validity of the issuance process. This filing serves as a formal legal verification required for the company's transition to a publicly traded entity on the Shenzhen Stock Exchange.

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Full Translation

AI Translation· gemini_document

Grandall Law Firm (Hangzhou)

Regarding

Gelin Biotechnology Co., Ltd.

Initial Public Offering and Listing on the ChiNext Market

Legal Opinion

Address: Grandall Building, No. 2 & No. 15, Block B, Baita Park, Old Fuxing Road, Hangzhou, Zhejiang 310008, China

Tel: (86)(571) 8577 5888 Fax: (86)(571) 8577 5643

Email: grandallhz@grandall.com.cn

Website: http://www.grandall.com.cn

November 2025

Table of Contents

Definitions 2

Part I Introduction 4

  1. Brief Introduction to the Law Firm and Lawyers 4

  2. Major Work Procedures Involved in Issuing the Legal Opinion 5

  3. Matters Requiring Lawyer Statements 8

Part II Main Body 10

  1. Status of the Issuer 10

  2. Approval and Authorization of the Offering and Listing 11

  3. Subject Qualifications of the Issuer for the Offering and Listing 12

  4. Substantive Conditions for the Offering and Listing 12

  5. Establishment of the Issuer 18

  6. Independence of the Issuer 18

  7. Promoters and Shareholders of the Issuer 20

  8. Capital and Changes of the Issuer 21

  9. Business of the Issuer 22

  10. Related Party Transactions and Competition 22

  11. Major Assets of the Issuer 24

  12. Major Creditor's Rights and Debts of the Issuer 26

  13. Major Changes and Mergers and Acquisitions of the Issuer 26

  14. Formulation and Amendment of the Articles of Association 27

  15. Rules of Procedure and Standardized Operation of Shareholders' Meetings, Board of Directors, and Board of Supervisors 27

  16. Changes in Directors, Supervisors, and Senior Management of the Issuer 28

  17. Taxation of the Issuer 28

  18. Environmental Protection and Product Quality and Technical Standards of the Issuer 29

  19. Use of Proceeds from the Offering 29

  20. Business Development Objectives of the Issuer 29

  21. Litigation, Arbitration, or Administrative Penalties 30

  22. Evaluation of the Issuer's Prospectus Legal Risks 30

  23. Relevant Commitments and Restrictive Measures Involved in the Offering 30

  24. Other Matters the Law Firm Considers Necessary to Explain 31

  25. Conclusion 31

Definitions

Unless otherwise specified, the following terms have the following specific meanings in this Legal Opinion:

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