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Opinion on the Acquisition of 51% Equity in Chongqing Huangge Wandu Real Estate Development Co., Ltd. by Chongqing Yu Development Co., Ltd.
To Chongqing Yu Development Co., Ltd.:
Beijing Dacheng (Chongqing) Law Firm (hereinafter referred to as "the Firm" or "we") has been retained by Chongqing Yu Development Co., Ltd. (hereinafter referred to as "Yu Development" or "the Company") to provide legal analysis on the relevant laws and procedures concerning Yu Development's proposed acquisition of 51% equity in Chongqing Huangge Wandu Real Estate Development Co., Ltd. (hereinafter referred to as "Huangge Company" or "the Target Company") held by Chongqing Hengcheng Rongzhi Investment Management Co., Ltd. (hereinafter referred to as "Hengcheng Company").
The Firm hereby designates Guo Hao and Yan Gang, lawyers (hereinafter referred to as "the Firm's lawyers"), to issue this legal opinion based on the current laws, regulations, rules, and normative documents of the People's Republic of China, and in accordance with the universally recognized professional standards, ethical norms, and diligent practice spirit of the legal profession.
PART ONE: BASIC FACTS
I. Documents Submitted for Review
Yu Development has provided the following documents and materials to the Firm for the entrusted matter, which serve as the factual basis for this legal opinion. Please refer to the table below:
| Serial No. | Document Title |
|---|---|
| 1 | Articles of Association of Chongqing Yuntian Kangyang Industry Development Co., Ltd. (November 25, 2017) |
| 2 | Articles of Association of Chongqing Yuntian Kangyang Industry Development Co., Ltd. (November 16, 2020) |
| 3 | Articles of Association of Chongqing Hengcheng Rongzhi Investment Management Co., Ltd. (August 19, 2025) |
| 4 | Business License of Chongqing Hengcheng Rongzhi Investment Management Co., Ltd. |
| 5 | Implementation Measures for Major Decisions of Chongqing Yuntian Kangyang Industry Development Co., Ltd. |
| 6 | Articles of Association of Chongqing Huangge Wandu Real Estate Development Co., Ltd. (February 5, 2026) |
| 7 | Qualification Certificate of Chongqing Huangge Wandu Real Estate Development Co., Ltd. (Level 2) |
| 8 | Business License of Chongqing Huangge Wandu Real Estate Development Co., Ltd. (February 11, 2026) |
| 9 | Resolution of the 68th Meeting of the First Board of Directors of Chongqing Hengcheng Rongzhi Investment Management Co., Ltd. Regarding the Transfer of Land for Phase I of the Huangge Wandu Project to Huangge Company |
| 10 | Construction Project Planning Permit and attachments (Permit No. 500108202500049) |
| 11 | Construction Land Planning Permit and attachments (Permit No. 500108202500043) |
| 12 | Real Estate Ownership Certificate of Nan'an District, Chongqing (2025) No. 001025919 |
| 13 | Real Estate Ownership Certificate of Nan'an District, Chongqing (2026) No. 000105288 |
| 14 | Special Audit Report from Tianzhi International Certified Public Accountants (Special General Partnership) (Tian Zhi Zi [2026] No. 13244) |
| 15 | Asset Appraisal Report from Chongqing Kunyuan Asset Appraisal Co., Ltd. (Chongqing Kunyuan Ping [2026] No. 067) |
| 16 | Articles of Association of Chongqing Yu Development Co., Ltd. (Revised June 2025) |
| 17 | Due Diligence Report on the Proposed Acquisition by Chongqing Yu Development Co., Ltd. of 51% Equity in Chongqing Huangge Wandu Real Estate Development Co., Ltd. Held by Chongqing Hengcheng Rongzhi Investment Management Co., Ltd. |
| 18 | State-owned Asset Appraisal Project Filing Form (Filing No.: Yu Cheng Tou Ping Bei [2026] No. 3) |