博瑞医药: 北京市竞天公诚律师事务所关于博瑞生物医药（苏州）股份有限公司2024年度向特定对象发行A股股票之法律意见书

Core Viewpoint - The legal opinion letter from Beijing Jingtian & Gongcheng Law Firm confirms that BrightGene Bio-Medical Technology (Suzhou) Co., Ltd. is authorized to issue A-shares to specific investors in 2024, ensuring compliance with relevant laws and regulations [3][8][10]. Group 1: Issuance and Approval - The board of directors has approved various proposals related to the issuance of A-shares, including feasibility analysis and usage of raised funds [6][7]. - The shareholders' meeting has authorized the board to handle matters related to the issuance of A-shares, extending the validity of related resolutions until May 20, 2026 [6][7]. - The issuance of A-shares is subject to approval from the Shanghai Stock Exchange and the China Securities Regulatory Commission [8]. Group 2: Company Qualifications - BrightGene is a legally established and effectively existing public company, possessing the qualifications to implement the issuance and listing of A-shares [8][10]. - The issuance of A-shares complies with the relevant conditions set forth in the Company Law and Securities Law, ensuring equal rights for all shares issued [8][10]. Group 3: Independence and Operations - The company operates independently from its controlling shareholders and actual controllers, with no reliance on them for business operations [12][14]. - BrightGene has established independent systems for research, procurement, production, and sales, ensuring operational autonomy [12][14]. Group 4: Shareholder Structure - As of June 30, 2025, the major shareholders include Mr. Yuan Jiandong and Ms. Zhong Weifang, who collectively control 38.53% of the company [15]. - The shareholding structure is legally valid, with no disputes regarding ownership [15][16]. Group 5: Financial and Asset Integrity - The company maintains an independent financial accounting system and has established strict financial management practices [13][14]. - BrightGene possesses complete ownership of its assets, including land, buildings, and intellectual property, with no disputes or potential conflicts [20][21].