Legal Opinion of Beijing Deheng Law Firm on the First Extraordinary Shareholders' Meeting of Beijing Keri Group Co., Ltd. in 2026
Beijing Deheng Law Firm (hereinafter referred to as "this Firm") was entrusted by Beijing Keri Group Co., Ltd. (hereinafter referred to as "the Company") to appoint lawyers Zhao Yonggang and Zhao Taoli (hereinafter referred to as "the handling lawyers") to attend the Company's first extraordinary shareholders' meeting in 2026 (hereinafter referred to as "this Shareholders' Meeting") and to witness this meeting.
This legal opinion is issued based on the provisions of the Company Law of the People's Republic of China (hereinafter referred to as "the Company Law"), the Securities Law of the People's Republic of China (hereinafter referred to as "the Securities Law"), the Rules for Shareholders' Meetings of Listed Companies (hereinafter referred to as "the Meeting Rules"), and other relevant laws, regulations, and normative documents, as well as the Articles of Association of Beijing Keri Group Co., Ltd. (hereinafter referred to as "the Articles of Association").
This Firm and the handling lawyers have strictly fulfilled their statutory duties in accordance with the Securities Law, the Administrative Measures for Law Firms Engaging in Securities Legal Business, and the Practice Rules for Securities Legal Business of Law Firms (Trial), and have conducted thorough verification of facts that occurred or existed prior to the issuance date of this legal opinion. We ensure that the facts recognized in this legal opinion are true, accurate, and complete, and that the conclusive opinions expressed are legal and accurate, without any false records, misleading statements, or significant omissions, and we bear corresponding legal responsibilities.
To issue this legal opinion, the handling lawyers reviewed the relevant documents and materials for this shareholders' meeting. The handling lawyers received the following assurances from the Company: it has provided all materials deemed necessary for the issuance of this legal opinion, and the original materials, copies, and oral testimonies provided meet the requirements of truthfulness, accuracy, and completeness, with the copies and other materials consistent with the original materials.
In this legal opinion, the handling lawyers only express opinions on the convening procedures, holding procedures, qualifications of attendees, qualifications of the convener, voting procedures, and whether the voting results comply with the provisions of the Company Law, the Meeting Rules, and other laws, regulations, normative documents, and the Articles of Association, without commenting on the content of the proposals discussed at the meeting or the truthfulness and accuracy of the facts or data expressed in these proposals.
This Firm and the handling lawyers agree to publish this legal opinion as a necessary document for the Company's shareholders' meeting. No one may use it for any other purpose without prior written consent from this Firm and the handling lawyers.
The handling lawyers have verified the relevant documents provided by the Company and the related facts in accordance with legal requirements, recognized business standards, ethical norms, and the spirit of diligence and responsibility, and hereby issue the following legal opinions: