Beijing Grandway Law Offices
Regarding Jiangsu Yawei Machine Tool Co., Ltd.'s Special Legal Opinion on the Issuance Process and Subscriber Compliance of Shares Issued to Specific Objects
Grandway Legal Certificate No. [2025]AN090-30
To: Jiangsu Yawei Machine Tool Co., Ltd. (the Issuer)
Pursuant to the "Lawyer Service Agreement" signed between Beijing Grandway Law Offices (hereinafter referred to as "the Firm") and Jiangsu Yawei Machine Tool Co., Ltd. (hereinafter referred to as "the Issuer"), the Firm has been appointed by the Issuer as the special legal counsel for the Issuer's private placement of shares to specific objects and listing on the main board in 2025 (hereinafter referred to as "the Current Issuance"). Accordingly, the Firm hereby expresses its legal opinion on the compliance of the Issuer's issuance process and the qualifications of the subscribers for the Current Issuance.
The Firm's lawyers have, in accordance with the "Company Law," "Securities Law," "Administrative Measures for the Registration of Securities Issuances by Listed Companies," "Administrative Measures for Securities Issuance and Underwriting," "Implementation Rules for Securities Issuance and Underwriting Business of Listed Companies of Shenzhen Stock Exchange" (hereinafter referred to as the "Implementation Rules"), the "Administrative Measures for Securities Legal Business of Law Firms," the "Practice Rules for Securities Legal Business of Law Firms (Trial)," and other relevant laws, regulations, rules, and normative documents, as well as the regulations of the China Securities Regulatory Commission and the stock exchanges, and in accordance with the generally recognized business standards, ethical norms, and the spirit of diligence and responsibility of the legal profession, investigated and verified the issuance process and the compliance of the subscribers for the Current Issuance applied for by the Issuer, and examined and verified the relevant documents and facts. Based on this, this special legal opinion is hereby issued.
The statements made by the Firm's lawyers in the "Legal Opinion," "Lawyer's Work Report," and relevant supplementary legal opinions also apply to this special legal opinion. Unless otherwise specified, the meanings of the terms used in this special legal opinion are consistent with the meanings of the same terms in the "Legal Opinion," "Lawyer's Work Report," and relevant supplementary legal opinions.
I. Approval and Registration of the Current Issuance
(I) Approval by the Issuer's Board of Directors and Shareholders' Meeting
According to the Issuer's relevant meeting documents and publicly disclosed information, as of the date of this special legal opinion, the Issuer has completed the following approval and authorization procedures for the Current Issuance:
-
On January 20, 2025, the Issuer held the 17th meeting of the 6th Board of Directors, which considered and approved the "Proposal on the Conditions for the Company to Issue A Shares to Specific Objects," the "Proposal on the 2025 Plan for Issuing A Shares to Specific Objects," the "Proposal on the Draft Plan for Issuing A Shares to Specific Objects by Jiangsu Yawei Machine Tool Co., Ltd. in 2025," and other proposals related to the Current Issuance.
-
On February 10, 2025, the Issuer held the First Extraordinary General Meeting of Shareholders in 2025, which considered and approved the "Proposal on the Conditions for the Company to Issue A Shares to Specific Objects," the "Proposal on the 2025 Plan for Issuing A Shares to Specific Objects," the "Proposal on the Draft Plan for Issuing A Shares to Specific Objects by Jiangsu Yawei Machine Tool Co., Ltd. in 2025," and other proposals related to the Current Issuance.
-
On September 23, 2025, and January 28, 2026, the Issuer held the 21st and 26th meetings of the 6th Board of Directors, respectively, which considered and approved the "Proposal on Reducing the Total Amount of Capital Raised from the 2025 Private Placement of A Shares to Specific Objects and Adjusting the Issuance Plan" and the "Proposal on the (Revised) Analysis Report of the 2025 Plan for Issuing A Shares to Specific Objects," and other proposals related to the Current Issuance, and approved the adjustment of the transaction plan and related matters.