Legal Opinion on the Implementation of Inner Mongolia Power Investment Energy Co., Ltd.'s Share Issuance and Cash Payment for Asset Acquisition
To: Inner Mongolia Power Investment Energy Co., Ltd.
Zhejiang Sunshine Era Law Firm (hereinafter referred to as "this firm") has been entrusted by Inner Mongolia Power Investment Energy Co., Ltd. (hereinafter referred to as "Power Investment Energy" or "the listed company") to act as the special legal advisor for the transaction involving the issuance of shares and cash payment for asset acquisition and the raising of supporting funds (hereinafter referred to as "this transaction"). This firm has issued legal opinions in accordance with the relevant provisions of the Company Law of the People's Republic of China, the Securities Law of the People's Republic of China (hereinafter referred to as "the Securities Law"), the Administrative Measures for Major Asset Restructuring of Listed Companies, the Regulatory Guidelines No. 9 for Listed Companies on Planning and Implementing Major Asset Restructuring, the Guidelines for the Content and Format of Information Disclosure by Companies Issuing Securities No. 26 regarding Major Asset Restructuring of Listed Companies, the Management Measures for Law Firms Engaging in Securities Legal Business, the Practice Rules for Law Firms in Securities Legal Business (Trial), and other relevant laws, regulations, and normative documents of the People's Republic of China. In November 2025, this firm issued the "Legal Opinion on the Issuance of Shares and Cash Payment for Asset Acquisition and the Raising of Supporting Funds by Inner Mongolia Power Investment Energy Co., Ltd." and the "Legal Opinion on the Exemption from the Requirement to Issue an Offer by State Power Investment Corporation Inner Mongolia Energy Co., Ltd. and its Concerted Actors." In March 2026, this firm issued the "Supplementary Legal Opinion (I)" and "Supplementary Legal Opinion (II)" regarding the same transaction. In April 2025, this firm issued the "Revised Supplementary Legal Opinion (I)" and "Revised Supplementary Legal Opinion (II)." On May 15, 2026, this firm issued the "Legal Opinion on the Transfer of the Target Assets of Inner Mongolia Power Investment Energy Co., Ltd." (hereinafter collectively referred to as "the original legal opinions").
In April 2026, Power Investment Energy received the "Approval on the Registration of Issuing Shares for Asset Acquisition and Raising Supporting Funds" from the China Securities Regulatory Commission (CSRC) (Document No. [2026] 970). This transaction has been approved by the CSRC. The lawyers of this firm have conducted a verification of the implementation of this transaction in accordance with the recognized business standards, ethical norms, and diligent spirit of the legal profession, and have issued the "Legal Opinion on the Implementation of the Issuance of Shares and Cash Payment for Asset Acquisition and the Raising of Supporting Funds by Inner Mongolia Power Investment Energy Co., Ltd." (hereinafter referred to as "this legal opinion"). The lawyers of this firm have strictly fulfilled their statutory duties in accordance with the provisions of the Securities Law, the Management Measures for Law Firms Engaging in Securities Legal Business, the Practice Rules for Law Firms in Securities Legal Business (Trial), and other regulations, and have conducted sufficient 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 material omissions, and bear corresponding legal responsibilities. Unless otherwise stated, the legal opinions provided in the original legal opinions and other legal documents issued by this firm apply to this legal opinion.
According to the requirements of relevant laws and regulations, and in accordance with the recognized business standards, ethical norms, and diligent spirit of the legal profession, this firm issues the following legal opinions: