Legal Opinion from Beijing Deheng Law Firm on the Second Extraordinary Shareholders' Meeting of Zhejiang Kaineng Special Materials Co., Ltd.
Beijing Deheng Law Firm (hereinafter referred to as "Deheng") was entrusted by Zhejiang Kaineng Special Materials Co., Ltd. (hereinafter referred to as "the Company") to provide legal opinions regarding the second extraordinary shareholders' meeting (hereinafter referred to as "the Meeting") held on November 20, 2025. Deheng appointed lawyers Yi Chao and Pei Shuhong (hereinafter referred to as "Deheng Lawyers") to attend the Meeting.
Deheng Lawyers witnessed the convening, procedures, qualifications of attendees, qualifications of the convener, voting procedures, and voting results of the Meeting in accordance with the provisions of the Securities Law of the People's Republic of China (hereinafter referred to as "the Securities Law"), the Company Law of the People's Republic of China (hereinafter referred to as "the Company Law"), the Rules for Shareholders' Meetings of Listed Companies (hereinafter referred to as "the Shareholders' Meeting Rules"), and the Articles of Association of Zhejiang Kaineng Special Materials Co., Ltd. (hereinafter referred to as "the Articles of Association").
To issue this legal opinion, Deheng Lawyers attended the Meeting and reviewed the following documents provided by the Company, including but not limited to:
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The Articles of Association;
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The Rules for Shareholders' Meetings of Zhejiang Kaineng Special Materials Co., Ltd.;
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The resolutions of the fifth meeting of the tenth board of directors of Zhejiang Kaineng Special Materials Co., Ltd.;
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The resolutions of the fifth meeting of the tenth supervisory board of Zhejiang Kaineng Special Materials Co., Ltd.;
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The notice regarding the convening of the second extraordinary shareholders' meeting published by the Company on October 30, 2025, in the Securities Times, Shanghai Securities Journal, and on the CNINFO website (www.cninfo.com.cn);
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The registration records and supporting documents of shareholders attending the Meeting;
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The voting records of shareholders at the Meeting;
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Other meeting documents.
Deheng Lawyers received the assurance that the Company has provided all materials deemed necessary for issuing this legal opinion, and that the original materials, copies, and oral testimonies provided are true, accurate, and complete. The copies and other materials are consistent with the original materials.
In this legal opinion, Deheng Lawyers only express opinions on whether the convening and procedures of the Meeting comply with the relevant provisions of laws, administrative regulations, the Articles of Association, and the Shareholders' Meeting Rules, as well as the legality and validity of the qualifications of attendees and the convener, and the legality and validity of the voting procedures and results. They do not express opinions on the content of the proposals reviewed at the Meeting or the truthfulness and accuracy of the facts or data presented in these proposals.
Deheng and Deheng Lawyers have strictly fulfilled their statutory duties in accordance with the Securities Law, the Administrative Measures for Securities Legal Services by Law Firms, the Practice Rules for Securities Legal Services by Law Firms (Trial), and other regulations, and have conducted thorough verification to ensure that the facts recognized in this legal opinion are true, accurate, and complete, and that the conclusions drawn are legal and accurate, without any false records, misleading statements, or significant omissions, and they bear corresponding legal responsibilities.
This legal opinion is solely for the purpose of witnessing the legality of the relevant matters of the Company's Meeting and shall not be used for any other purpose.
According to the requirements of relevant laws and regulations, and in accordance with the recognized business standards, ethical norms, and diligence principles of the legal profession, Deheng Lawyers provide the following legal opinions on the convening and holding of the Company's Meeting: