* * * The firm (hereinafter referred to as "the firm") employs lawyer * * (hereinafter referred to as "the firm's lawyer") as the special legal adviser of Ms. Han XX and Ms. Fang XX. In accordance with the Company Law of People's Republic of China (PRC) and other relevant laws and regulations, this legal opinion is issued on the transfer of the equity of Shanghai XX Biopharmaceutical Co., Ltd. (hereinafter referred to as "the Company") by Ms. Han XX and Ms. Dang XX.

According to the facts that have occurred or existed before the date of issuance of this legal opinion, and according to the requirements of existing laws, regulations and normative documents in China, our lawyers have issued legal opinions on the legality of this equity transfer and related legal issues. There are no false, seriously misleading statements and major omissions in the legal opinions, otherwise they are willing to bear corresponding legal responsibilities.

The lawyers of our firm made necessary and prudent investigations on issues related to the transfer of the company's equity by Ms. Han XX and Ms. Party XX, and reviewed matters and documents related to the issuance of legal opinions.

Before issuing this legal opinion, the lawyers of our firm have obtained the promises and guarantees from Ms. Han XX and Ms. Fang XX, that is, Ms. Han XX and Ms. Fang XX have provided the lawyers of our firm with the original, copy or oral testimony of true, complete and effective written materials necessary for issuing this legal opinion, and there is no concealment, falsehood, major omission or misleading. If the above materials are photocopies or photocopies, they shall be consistent with the originals or originals.

This legal opinion only expresses opinions on the relevant legal issues involved in this equity transfer, and does not express opinions on professional matters such as accounting, auditing, asset evaluation and company investment decision.

This legal opinion will only be used for the purpose of Ms. Han XX and Ms. Party XX's transfer of the company's equity, and shall not be used for any other purpose without the consent of the Firm.

Our lawyers have verified and verified the relevant documents and facts provided by Ms. Han XX and Ms. Party XX in accordance with the recognized business standards, ethics and diligence obligations of the lawyer industry, and now we issue the following legal opinions:

I. Subject qualifications of both parties to this equity transfer.

1. Transferor qualification

The transferor of this equity transfer is Chen XX (female, ID number: XX) and Li XX (male, ID number: XX).

2. Subject qualification of the transferee

The transferee of this equity transfer is Han XX (female, ID number: XX) and Dang XX (female, ID number: XX).

Our lawyers believe that both parties to this equity transfer have corresponding civil capacity and are qualified as the subject of this equity transfer.

Two. Shanghai xxxxx co., ltd.

1, Shanghai xxxxx Co., Ltd. is an enterprise approved and registered by Yangpu Branch of Shanghai Administration for Industry and Commerce on July 6, 2004. The registered capital of the company is 30 million yuan. The business scope of the company is: the manufacture of biological products, medicines, health care products and pharmaceutical raw materials, the wholesale sales of pharmaceutical machinery, the research and development of medicines and health care products, technology transfer, technical consultation, technical services and technical training (the above operations), and the import and export of goods and technologies.

2. According to the balance sheet (unaudited) provided by Shanghai xxxxx Co., Ltd., as of March 3, 2008, the assets of Shanghai xxxxx Co., Ltd. were 8226 1.30 million yuan, the liabilities were 20,865,600 yuan, and the net assets (shareholders' equity) were 6 1.3957 million yuan.

3. According to the information provided by the company and verified by the departments of industry and commerce, taxation, labor and social insurance, Shanghai xxxxx Co., Ltd. has obtained the administrative license required for its business scope, and its license is legal and valid. The company handled the annual inspection of enterprises from 2005 to 2008, paid various taxes and paid social insurance for employees.

4. The lawyer noticed that Shanghai xxxxx Co., Ltd. has two promoters, of which Chen xx (female, ID number: 512501720415002) holds 60% and Zhu XX (male, ID number: ×) holds 40%. On May 1 1, 2006, Zhu XX and Li XX signed an equity agreement to transfer 40% of the shares of the company they held. The equity transfer has been approved by the company's shareholders' meeting, and Chen XX has given up the preemptive right, and has gone through industrial and commercial registration, which is in compliance with laws and regulations.

Our lawyers believe that Shanghai XX Biopharmaceutical Co., Ltd. is an enterprise legal person established in accordance with the law and effectively existing, and its operation and management are in good condition.

Three. Contents of this equity transfer

1. The subject matter and contents of this equity transfer.

According to the Equity Transfer Agreement (hereinafter referred to as the Agreement) signed by both parties to the equity transfer on April 8, 2008, the subject matter of this equity transfer is 100% equity of the Company held by the transferor, of which Chen XX holds 60% equity of the Company and Li XX holds 40% equity of the Company. According to the certification materials issued by the equity transferor and verified by our lawyers, the equity transferor legally holds the equity of the Company, and there is no dispute, pledge or other restrictions on the equity.

According to the agreement, Chen XX transferred 60% of the company's equity to Han XX; Li XX transferred his 30% equity of the company to Han XX; Li XX transfers his 10% equity to Party XX; After the transfer is completed, Han XX will hold 90% equity of the company; Party xx will hold the equity of the company 10%.

2. The price of this equity transfer

According to the agreement, equity transfer price agreed to 85 million yuan, of which the price for Chen XX to transfer 60% equity of the company he held to Han XX was 5 1 10,000 yuan; The price for Li XXX to transfer 30% equity to the company held by Han XXX is 25.5 million yuan; The price of 10% equity transferred by Li XX to Party XX is 8.5 million yuan.

3. Payment method and time limit

According to the agreement, the transferee of equity transfer shall pay 30% of the total price of equity transfer to the transferor within 10 days after the signing of the agreement, 50% of the total price of equity transfer to the transferor within 10 days after the completion of industrial and commercial change registration (subject to the approval of the industrial and commercial department), and the rest shall be paid within one year after the completion of industrial and commercial change registration (subject to the approval of the industrial and commercial department).

4. Entry into force of the Agreement

According to the agreement, the effective date of the agreement is the signing date of the agreement.

5. Performance of the Agreement

According to the agreement, this agreement will be implemented as of the date of signing, and both parties will complete the legal procedures for equity transfer within 30 days from the date of signing. Since the date of signing the agreement, the transferee of the company's equity shall exercise the equity and enjoy the equity income.

6. Termination and dissolution of the agreement

According to the agreement, after the agreement is performed, if one party breaches the contract, the other party may choose to terminate the agreement; Both parties may terminate this agreement by consensus.

Our lawyers believe that the contents of the equity transfer agreement are in line with the current relevant laws and regulations in China, and have made detailed provisions on the rights and obligations of both parties, guarantee, confidentiality, force majeure, liability for breach of contract, and application of laws. The agreement is legal and valid.

Three. Authorization and approval of this equity transfer and related legal procedures

Upon review, the following approval and legal procedures have been completed for this equity transfer:

1. According to the resolution of the company's first shareholders' meeting on April 10, 2008, this equity transfer has been approved by the company's shareholders' meeting; Shareholders have given up the preemptive right of other shareholders' equity transfer;

2. Both parties have signed an equity transfer agreement;

Our lawyers believe that this equity transfer has been partially approved and authorized, and the following approval and legal procedures need to be completed:

1. The shareholders' meeting of the transferee of the equity transfer decides to appoint the executive director and supervisor of the company and appoint the manager of the company.

2. Amend the Articles of Association.

3. Go through the formalities of shareholder change registration with the company's industrial and commercial registration authority for this equity transfer.

Fourth, information disclosure.

Upon examination by our lawyers, we found no agreement or arrangement that the transferor of equity should disclose but did not.

Verb (abbreviation of verb) conclusion

To sum up, our lawyers believe that this equity transfer meets the requirements of the Company Law and other relevant laws, regulations and normative documents after completing the pending approval and legal procedures described in this legal opinion.

The original of this legal opinion is in triplicate, with no copy.

This legal opinion shall come into effect after being signed by the handling lawyer and stamped with the official seal of the firm.

The above comments are for reference only.

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Law firm (official seal)

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