Beijing Kangda (Guangzhou) Law Firm
Legal Opinion
(This page is intentionally blank, serving as the signature page for the "Legal Opinion of Beijing Kangda (Guangzhou) Law Firm on the Progress of Guangdong Shaoneng Group Co., Ltd.'s 2025 Shareholders' Meeting in Supplementing Directors")
Person in Charge: Wang Xuechen [blank]
Handling Lawyer:
Wang Xuechen [blank]
Lin Yingling [blank]
July 10, 2026
Legal Opinion
Prior to the occurrence of or existence of the facts, we have strictly performed our statutory duties, adhered to the principles of diligence and good faith, conducted thorough investigations and verifications, and ensured that the facts identified in this legal opinion are true, accurate, and complete, and that the conclusions made are legal, accurate, and free from any false statements, misleading statements, or material omissions.
The Company has guaranteed and promised to our firm and our lawyers that all documents, materials, and explanations provided are true, accurate, and complete, that all copies are consistent with the originals, and that the documents issued or provided do not contain any false statements, misleading statements, or material omissions.
Our firm and our lawyers agree that this legal opinion may be publicly disclosed as part of the Company's supplementary director appointment documents. No party may use it for any other purpose without the prior written consent of our firm and our lawyers.
In accordance with the requirements of relevant laws, administrative regulations, departmental rules, and normative documents, and in accordance with the generally accepted business standards, ethical norms, and the spirit of diligence and conscientiousness of the legal profession, our lawyers hereby issue the following legal opinion:
I. Situation of Supplementing Directors and Changes in Controlling Shareholder and Actual Controller
In August 2025 and June 2026, directors Wu Yang and independent director Lu Jiayi resigned from their positions as directors and independent directors of the Company. Shaoguan Industrial Assets Management Co., Ltd. (hereinafter referred to as "Shaoguan Industrial Assets Company"), the largest shareholder of the Company, nominated Luo Lan as a candidate for a non-independent director of the 11th Board of Directors and nominated Chen Gang as a candidate for an independent director of the 11th Board of Directors. On June 4, 2026, the Company held the 42nd extraordinary meeting of the 11th Board of Directors, which reviewed and approved the proposals to nominate Luo Lan and Chen Gang as directors and independent directors, respectively. These two proposals had been reviewed and approved by the Company's Nomination Committee and submitted to the Company's shareholders' meeting for deliberation. On June 30, 2026, the Company's 2025 shareholders' meeting reviewed and approved the aforementioned two proposals, and Luo Lan and Chen Gang were supplemented as directors and independent directors of the 11th Board of Directors, respectively.
According to the statement issued by the Company and its publicly disclosed periodic reports and other announcement documents such as the "Guangdong Shaoneng Group Co., Ltd. 2025 Annual Report," prior to this supplementary appointment of directors, the Company had no controlling shareholder and no actual controller. After this supplementary appointment of directors, the composition of the Company's Board of Directors has undergone significant changes. Among the 9 directors on the Board, 5 directors were nominated by Shaoguan Industrial Assets Company, accounting for more than half of the members of the Board. Considering the current shareholding structure of the Company, the composition of the Board of Directors, and after careful judgment by the Company, after the 2025 shareholders' meeting was held, the Company's controlling shareholder and actual controller changed. Shaoguan Industrial Assets Company became the controlling shareholder of the Company, and the Shaoguan Municipal People's Government State-owned Assets Supervision and Administration Commission (hereinafter referred to as "Shaoguan SASAC") became the actual controller of the Company. The Company, which previously had no controlling shareholder and no actual controller, now has a controlling shareholder and an actual controller.