King & Wood Mallesons Shandong Qingdao Office 29th Floor, Tower 2, Haitian Center No.48 Xianggang West Road, Shinan District, Qingdao Shandong 266071, P. R. China T +86 532 8579 0008 F +86 532 8579 0000 www.kwm.com Legal Opinion of King & Wood Mallesons (Qingdao) on Qingdao Dongjiakou Development Group Co., Ltd.'s Exemption from Mandatory Offer To: Qingdao Dongjiakou Development Group Co., Ltd. King & Wood Mallesons (Qingdao) (hereinafter referred to as "the Firm") has been retained by Qingdao Dongjiakou Development Group Co., Ltd. (hereinafter referred to as "Dongjiakou Group" or "the Acquirer") to act as its special legal counsel for the matter of the gratuitous transfer of all equity in Qingdao HaiKong Investment Holding Co., Ltd. (hereinafter referred to as "HaiKong Holdings") held by Qingdao West Coast New Area HaiKong Group Co., Ltd. (hereinafter referred to as "HaiKong Group") to Dongjiakou Group. This transfer will result in Dongjiakou Group indirectly holding 374,650,564 shares of Zhicheng Co., Ltd. (hereinafter referred to as "Zhicheng Shares" or "the Listed Company") through Yizhi KeRong Holdings Co., Ltd. (representing 30.83% of the total share capital of the Listed Company), making Dongjiakou Group the indirect controlling shareholder of the Listed Company (hereinafter referred to as "the Current Acquisition"). The Firm, in accordance with the "Company Law of the People's Republic of China" (hereinafter referred to as "Company Law"), the "Securities Law of the People's Republic of China," the "Administrative Measures on the Takeover of Listed Companies" (hereinafter referred to as "Takeover Measures"), the "Measures for the Administration of Securities Legal Business of Law Firms," the "Practice Rules for Securities Legal Business of Law Firms (Trial)," and the "Format Requirements for Information Disclosure by Companies Issuing Securities - Report on the Takeover of Listed Companies" No. 16, and other currently effective laws, administrative regulations, and rules within the territory of the People's Republic of China (hereinafter referred to as "within China," which for the purpose of this Legal Opinion excludes the Hong Kong Special Administrative Region, the Macao Special Administrative Region, and Taiwan Province of China), hereby issues this Legal Opinion on the matter of the Acquirer's exemption from making a mandatory offer. The Firm and its practicing lawyers have, in accordance with the aforementioned laws and regulations and the relevant regulations of the China Securities Regulatory Commission, and based on facts that have occurred or existed prior to the date of issuance of this Legal Opinion, strictly performed their 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, that the opinions expressed are legal and accurate, and that there are no false statements, misleading representations, or material omissions, and shall bear corresponding legal liabilities. For the purpose of issuing this Legal Opinion, the Firm and its practicing lawyers have reviewed the documents provided by the Acquirer concerning the Current Acquisition, including relevant records, materials, and certificates, and have investigated the relevant facts and legal matters involved in the Current Acquisition. The Acquirer has assured the Firm that it has disclosed all facts that would influence the issuance of this Legal Opinion and has provided the Firm with all original written materials, copies, duplicates, letters of commitment, or certificates requested by the Firm for the issuance of this Legal Opinion, without any concealment, false statements, or material omissions. The documents and materials provided by the Acquirer to the Firm are true, accurate, complete, and valid, and where they are copies or duplicates, they are consistent with the originals. The Firm expresses its opinion solely based on the currently effective laws and regulations within China and does not express any opinion based on any laws outside of China. In this Legal Opinion, the Firm expresses its opinion only on the legal issues related to the Acquirer's exemption from making a mandatory offer in connection with the Current Acquisition, and does not express any opinion on non-legal professional matters such as accounting and auditing. While citing certain data and conclusions in accounting reports, audit reports, and other professional reports, the Firm has exercised necessary due diligence, but such citations do not constitute any express or implied guarantee by the Firm of the truthfulness and accuracy of these data and conclusions. For facts that are crucial to the issuance of this Legal Opinion but cannot be independently verified, the Firm relies on the statements or certificates issued by relevant government departments, companies, or other relevant entities to express its legal opinion. This Legal Opinion is for the sole purpose of the Current Acquisition and may not be used for any other purpose without the Firm's consent. The Firm agrees that this Legal Opinion shall be submitted together with other materials as a necessary legal document for the Current Acquisition, and shall bear corresponding legal liabilities. I. Subject Qualification of the Acquirer (I) Basic Information of the Acquirer According to the "Business License" with the unified social credit code 91370211675280864H issued by the Huangdao District Administrative Examination and Approval Service Bureau of Qingdao on June 23, 2025, and the current articles of association of Dongjiakou Group, and after the Firm's lawyers' inquiry on the National Enterprise Credit Information Publicity System (https://www.gsxt.gov.cn/), as of the date of issuance of this Legal Opinion, the basic information of Dongjiakou Group is as follows: Name: Qingdao Dongjiakou Development Group Co., Ltd. Unified Social Credit Code: 91370211675280864H Type: Limited Liability Company (Wholly Owned by a Legal Person Without Natural Person Investment or Control) Address: No. 66 Gangrun Avenue, Dongjiakou Economic Zone, Huangdao District, Qingdao, Shandong Legal Representative: Zhang Nanduo Registered Capital: RMB 1,090.83 million Date of Establishment: July 8, 2008 Business Term: July 8, 2008 to July 7, 2058 Business Scope: General items: Park management services; investment activities with own funds; social economic consulting services; metal material sales; coal and coal product sales; timber sales; building decoration material sales; building material sales; cement product sales; rubber product sales; petroleum product sales (excluding hazardous chemicals); high-performance non-ferrous metal and alloy material sales; non-ferrous metal alloy sales; common non-ferrous metal smelting; gold and silver product sales; chemical product sales (excluding licensed chemical products); cotton and linen sales; wholesale of agricultural products; retail of agricultural products; grain acquisition; cotton acquisition. (Except for projects subject to approval according to law, business activities can be independently carried out with the business license.) Licensed projects: Real estate development and operation. (Projects subject to approval according to law can be carried out after approval by the relevant departments; specific business projects are subject to the approval documents or licenses of the relevant departments.) After verification, the Firm is of the opinion that, as of the date of issuance of this Legal Opinion, Dongjiakou Group is a limited liability company established and validly existing in accordance with the laws of the People's Republic of China, and there are no circumstances requiring termination or dissolution according to relevant laws, administrative regulations, or its articles of association. (II) The Acquirer Does Not Have Circumstances Prohibiting the Acquisition of a Listed Company as Stipulated in the "Takeover Measures" Based on the "Qinghai Provincial Business Entity Public Credit Report (Certificate of No Illegal and Irregular Records - Standard Version)," the "Enterprise Credit Report (Self-Service Inquiry Version)" issued by the People's Bank of China Credit Information Center, the "Acquisition Report," the Acquirer's audited financial reports for the past three years, and the Acquirer's statement, and after the Firm's lawyers' inquiry on the National Enterprise Credit Information Publicity System (https://www.gsxt.gov.cn/), the China Securities Regulatory Commission's Market Misconduct Inquiry Platform (https://neris.csrc.gov.cn/shixinchaxun/), the China Judgments Online (https://wenshu.court.gov.cn/), the China Enforcement Information Disclosure Network (http://zxgk.court.gov.cn/), Credit China (https://www.creditchina.gov.cn/), the People's Court Announcement Network (https://rmfygg.court.gov.cn/), 12309 China Procuratorate Network (https://www.12309.gov.cn/), the China Securities Regulatory Commission (http://www.csrc.gov.cn/), the Shenzhen Stock Exchange (hereinafter referred to as "SZSE") (http://www.szse.cn/), the Shanghai Stock Exchange (http://www.sse.com.cn/), and the Beijing Stock Exchange (https://www.bse.cn/), as of the date of issuance of this Legal Opinion, the Acquirer does not have the following circumstances prohibiting the acquisition of a listed company as stipulated in Article 6 of the "Takeover Measures":
- The Acquirer has a large debt that is due and not yet paid, and is in a continuous state;
- The Acquirer has committed or is suspected of committing a major illegal act in the past three years;
- The Acquirer has had serious securities market misconduct in the past three years;
- The Acquirer is a natural person and falls under the circumstances stipulated in Article 146 of the "Company Law";
- Other circumstances stipulated by laws, administrative regulations, and recognized by the China Securities Regulatory Commission as prohibiting the acquisition of a listed company. After verification, the Firm is of the opinion that, as of the date of issuance of this Legal Opinion, the Acquirer does not have any circumstances prohibiting the acquisition of a listed company as stipulated in Article 6 of the "Takeover Measures" and possesses the subject qualification for the Current Acquisition. II. The Current Acquisition Meets the Exemption from Mandatory Offer Requirements of the "Takeover Measures" According to Article 62, Item (I) of the "Takeover Measures," "In any of the following circumstances, the Acquirer may be exempted from making a mandatory offer to increase its shareholding: (I) The Acquirer and the transferor can prove that the transfer of shares is conducted between different entities controlled by the same actual controller, and does not result in a change of the actual controller of the listed company; ...". According to the "Statement of Top N Account Holders in Ordinary Securities Account and Securities Margin Trading Account" (Business Serial Number: 110020475307) of Zhicheng Shares, the "Acquisition Report," and the relevant announcements disclosed by Zhicheng Shares, prior to the Current Acquisition, the New Area State-owned Assets Supervision and Administration Bureau held 100% equity in HaiKong Group, HaiKong Group held 100% equity in HaiKong Holdings, and HaiKong Group held 100% equity in the Acquirer. HaiKong Holdings indirectly held 374,650,564 shares of Zhicheng Shares (representing 30.83% of the total share capital of the Listed Company) through Yizhi KeRong Holdings Co., Ltd. The actual controller of the Listed Company and the Acquirer was the New Area State-owned Assets Supervision and Administration Bureau. After the Current Acquisition, according to the "Agreement on Gratuitous Transfer of State-owned Property Rights" signed between HaiKong Group and the Acquirer, HaiKong Group will gratuitously transfer all its equity in HaiKong Holdings to the Acquirer. This will enable the Acquirer to indirectly hold 374,650,564 shares of Zhicheng Shares (representing 30.83% of the total share capital of the Listed Company) through Yizhi KeRong Holdings Co., Ltd. The actual controller of the Listed Company and the Acquirer will remain the New Area State-owned Assets Supervision and Administration Bureau. Before and after the Current Acquisition, the actual controller of the Listed Company has been the New Area State-owned Assets Supervision and Administration Bureau, and the Current Acquisition will not result in a change of the actual controller of the Listed Company. In summary, the Firm is of the opinion that the Current Acquisition is exempt from the mandatory offer requirement in accordance with Item (I) of Article 62 of the "Takeover Measures." III. Main Procedures of the Current Acquisition (I) Procedures Already Completed for the Current Acquisition On February 22, 2025, Dongjiakou Group held its 4th Board of Directors meeting in 2025, approving the gratuitous transfer of 100% equity in HaiKong Holdings from HaiKong Group to Dongjiakou Group. On March 5, 2025, HaiKong Group passed a resolution at its Board of Directors meeting, approving the gratuitous transfer of 100% equity in HaiKong Holdings to Dongjiakou Group. On July 1, 2025, HaiKong Group issued the "Reply on the Equity Transfer of Qingdao HaiKong Investment Holding Co., Ltd." from Qingdao West Coast New Area HaiKong Group Co., Ltd., approving the gratuitous transfer of 100% equity in HaiKong Holdings to the Acquirer. On July 3, 2025, HaiKong Group and the Acquirer signed the "Agreement on Gratuitous Transfer of State-owned Property Rights." (II) Procedures Yet to be Completed for the Current Acquisition As of the date of issuance of this Legal Opinion, the parties involved in the Current Acquisition need to fulfill their information disclosure obligations in accordance with relevant laws, regulations, and normative documents. The Current Acquisition has completed the necessary legal procedures for the current stage. In summary, the Firm is of the opinion that the issuer has obtained the necessary approvals or consents for the Current Acquisition at the current stage. (III) Whether There Are Legal Obstacles to the Current Acquisition As of the date of issuance of this Legal Opinion, the Current Acquisition has completed the main internal decision-making procedures of all parties and obtained the approval of HaiKong Group. HaiKong Group and the Acquirer have signed the "Agreement on Gratuitous Transfer of State-owned Property Rights," which has been signed by the legal representatives or authorized representatives of both parties and affixed with their official seals. The content of the agreement does not violate relevant laws, administrative regulations, or the provisions of their articles of association. In summary, the Firm is of the opinion that there are no foreseeable substantive legal obstacles to the Current Acquisition. (IV) Information Disclosure of the Current Acquisition After the Firm's lawyers' review of the relevant announcements disclosed by Zhicheng Shares, as of the date of issuance of this Legal Opinion, regarding the Current Acquisition, Zhicheng Shares disclosed on the same day the "Notice Announcement of Zhicheng Co., Ltd. on Increasing Indirect Controlling Shareholder and Gratuitous Transfer of State-owned Equity." The Acquirer has compiled the "Acquisition Report" in accordance with the requirements of the "Takeover Measures" and "Format Requirements for Information Disclosure by Companies Issuing Securities - Report on the Takeover of Listed Companies" No. 16, and has notified the Listed Company to disclose it in relevant media. In summary, the Firm is of the opinion that, as of the date of issuance of this Legal Opinion, the Acquirer has fulfilled the necessary information disclosure obligations at the current stage in accordance with the "Takeover Measures" and other relevant laws and regulations. (V) Whether the Acquirer Has Engaged in Securities Illegal Activities During the Current Acquisition According to the "Acquisition Report," the Acquirer's statement, and the self-inspection report provided, within six months prior to the signing of the "Agreement on Gratuitous Transfer of State-owned Property Rights," the Acquirer and its directors, senior management personnel, and their immediate family members have not engaged in any activities of trading the listed company's shares through the securities exchange using insider information, which would constitute a violation of the "Securities Law" and the "Takeover Measures." In summary, based on the Acquirer's relevant statements and the truthfulness, accuracy, and completeness of the self-inspection report, the Acquirer and its directors, senior management personnel, and their immediate family members have not engaged in any major securities illegal activities in violation of the "Securities Law" and the "Takeover Measures," such as trading the listed company's shares through the securities exchange using insider information within six months prior to the signing of the "Agreement on Gratuitous Transfer of State-owned Property Rights." IV. Conclusion In summary, the Firm is of the opinion that, as of the date of issuance of this Legal Opinion, Dongjiakou Group does not have any circumstances prohibiting the acquisition of a listed company as stipulated in the "Takeover Measures" and possesses the subject qualification for the Current Acquisition. The issuer has obtained the necessary approvals or consents for the Current Acquisition at the current stage. The Current Acquisition is exempt from the mandatory offer requirement in accordance with Item (I) of Article 62 of the "Takeover Measures." This Legal Opinion is made in duplicate. (End of text, signature page) King & Wood Mallesons (Qingdao) Attorneys: Li Qiang Ge Nana Person in Charge: Li Qiang July 3, 2025