Supplementary Legal Opinion (II)
1. Transaction Plan
According to the transaction agreement provided by Huylu Ecological and verified by our lawyers, the transaction plan involves adjustments to the issuance price, issuance quantity, lock-up period arrangements, performance commitments, and rewards as follows:
(1) Pricing Basis, Pricing Benchmark Date, and Issuance Price
The pricing benchmark date for the share issuance and cash payment for asset acquisition is the announcement date of the resolution of Huylu Ecological's 11th Board of Directors' 8th meeting (i.e., July 26, 2025). The average trading price of Huylu Ecological's stock over the 20, 60, and 120 trading days prior to the pricing benchmark date is as follows:
| Trading Average Calculation Period | Trading Average (RMB/share) | 80% of Trading Average (RMB/share) |
|---|---|---|
| Previous 20 Trading Days | 11.06 | 8.85 |
| Previous 60 Trading Days | 9.86 | 7.89 |
| Previous 120 Trading Days | 9.52 | 7.62 |
Note: The calculation result of 80% of the trading average is rounded up to two decimal places. After negotiation among the parties, the share issuance price for the asset acquisition is set at 7.89 RMB/share, not lower than 80% of the trading average over the previous 60 trading days.
From the pricing benchmark date to the issuance date, if Huylu Ecological has any dividend distributions, stock splits, rights issues, or capital reserve transfers, the issuance price will be adjusted according to the relevant regulations of the China Securities Regulatory Commission (CSRC) and the Shenzhen Stock Exchange (SZSE), as follows:
- Stock Split or Capital Reserve Transfer: P1 = P0 / (1 + N)
- Rights Issue: P1 = (P0 + A × K) / (1 + K)
- If both occur: P1 = (P0 + A × K) / (1 + N + K)
- Cash Dividend: P1 = P0 - D
- If all three occur: P1 = (P0 - D + A × K) / (1 + N + K)
Where P0 is the effective issuance price before adjustment, N is the stock split rate or capital reserve transfer rate, K is the rights issue rate, A is the rights issue price, D is the cash dividend per share, and P1 is the adjusted effective issuance price.
On May 15, 2026, Huylu Ecological implemented the 2025 dividend distribution, with the specific distribution plan being: based on the total share capital of 785,164,678 shares as of December 31, 2025, a cash dividend of 0.63 RMB (including tax) will be distributed for every 10 shares, totaling 49,465,374.71 RMB, with no stock dividends or capital reserve transfers. The record date for this distribution is May 14, 2026, and the ex-dividend date is May 15, 2026. Considering the impact of the ex-dividend, the issuance price for the asset acquisition is adjusted to 7.83 RMB/share.
(2) Issuance Quantity
The calculation method for the number of shares issued for cash payment for asset acquisition is as follows:
| Transaction Counterparty | Share Payment Price (RMB) | Issued Shares Quantity |
|---|---|---|
| Peng Kaisheng | 39,675.00 | 50,670,498 |
| Xie Jiping | 23,478.80 | 29,985,699 |
| Chen Zhaohua | 6,881.71 | 8,788,908 |
| Tongxin Ecological Environment Technology Co., Ltd. | 4,218.83 | 5,388,036 |
| Xu Xingguo | 4,108.78 | 5,247,480 |
| Gu Jun | 3,633.37 | 4,640,316 |
| Liu Peng | 2,528.50 | 3,229,252 |
| Total | 84,525.00 | 107,950,189 |
If the number of shares issued to each counterparty is not an integer, the decimal part will be discarded, and any remaining shares will be donated to Huylu Ecological by the counterparty. The final issuance quantity for the asset acquisition will be subject to approval by the SZSE and registration by the CSRC.