Supplementary Legal Opinion from Guangdong Zhongxin Xiecheng Law Firm on Midea Group Co., Ltd.'s Share Swap Absorption Merger

Supplementary Legal Opinion

Guangdong Zhongxin Xiecheng Law Firm on Midea Group Co., Ltd.'s Share Swap Absorption Merger of Guangdong Midea Electric Co., Ltd.

Guangdong Zhongxin Xiecheng Law Firm
Address: Room 2604, East Tower, Huapu Plaza, 13 Huaming Road, Zhujiang New Town, Guangzhou
Postal Code: 510630
Phone: (020) 28865533
Fax: (020) 28865500

Dear Sir/Madam:

Guangdong Zhongxin Xiecheng Law Firm has been appointed as the special legal advisor for the absorption merger of Midea Electric and has been authorized to issue a legal opinion for this merger. On March 28, 2013, we issued the "Legal Opinion on the Share Swap Absorption Merger of Midea Group Co., Ltd. and Guangdong Midea Electric Co., Ltd." (hereinafter referred to as the "Original Legal Opinion"), which was announced on the Shenzhen Stock Exchange website on April 1, 2013, along with other merger documents. The merger plan and related matters were approved at the annual general meetings of both parties held on April 22, 2013, and the complete set of documents for this merger will be formally submitted to the China Securities Regulatory Commission (CSRC).

To reflect the latest developments in this merger, we have conducted supplementary investigations into the changes and progress related to this merger since the issuance of the Original Legal Opinion and have issued this supplementary legal opinion (hereinafter referred to as the "Supplementary Legal Opinion"). This Supplementary Legal Opinion should be used in conjunction with the Original Legal Opinion. Unless otherwise specified, the abbreviations used in this Supplementary Legal Opinion are consistent with those defined in the Original Legal Opinion.

Our lawyers have verified the relevant facts of Midea Electric's absorption merger in accordance with applicable laws and regulations, and in accordance with the recognized business standards, ethical norms, and diligent spirit of the legal profession in China. The findings of this Supplementary Legal Opinion are as follows:

I. The Absorption Merger Plan and Related Agreements

1. Share Swap Price, Share Swap Ratio, Cash Option Price, and Adjustment of Issued Shares

   1. On April 22, 2013, Midea Electric held its 2012 annual general meeting, which approved the "2012 Profit Distribution Plan," with a specific distribution of 6.00 yuan (including tax) per 10 shares.
   2. According to the absorption merger plan, after the implementation of the above profit distribution plan, the share swap price, share swap ratio, cash option price, and number of shares issued for this merger will be adjusted accordingly.
   3. According to the disclosure in the share swap absorption merger report, the adjusted share swap price for Midea Electric is 15.36 yuan/share, the adjusted share swap ratio is 0.3447:1, the adjusted cash option price for Midea Electric is 9.99 yuan/share, and the number of shares to be issued by Midea Group for this absorption merger is 686,323,389 shares.

2. Cash Option Provider According to the announcement on April 18, 2013, regarding the determination of the cash option provider, the cash option provider for this absorption merger is Midea Holdings.

3. Confirmation of the Company According to the company's written confirmation and our appropriate verification, as of the date of this Supplementary Legal Opinion, except for the adjustments to the share swap price, share swap ratio, cash option price, and number of shares issued, the merger plan and the "Absorption Merger Agreement" signed by both parties remain consistent with the information disclosed in the Original Legal Opinion.

II. Authorization and Approval for the Absorption Merger

1. New Government Approvals Obtained After the Issuance of the Original Legal Opinion On April 23, 2013, the Guangdong Provincial Department of Foreign Trade and Economic Cooperation issued a principle reply regarding this absorption merger.