Grandall Law Firm (Hangzhou) Legal Opinion
To: Zhejiang Bangjie Holding Group Co., Ltd.
Grandall Law Firm (Hangzhou) (hereinafter referred to as "the Firm") has been entrusted by Zhejiang Bangjie Holding Group Co., Ltd. (hereinafter referred to as "the Company") to appoint lawyers to attend the pre-restructuring creditors' meeting of the Company (hereinafter referred to as "the Meeting") and, in accordance with the "Company Law of the People's Republic of China" (hereinafter referred to as "Company Law"), the "Securities Law of the People's Republic of China" (hereinafter referred to as "Securities Law"), the "Enterprise Bankruptcy Law of the People's Republic of China" (hereinafter referred to as "Enterprise Bankruptcy Law"), and the "Shenzhen Stock Exchange Listed Company Shareholders' Meeting Online Voting Rules" (2025 Revision) (hereinafter referred to as "Online Voting Rules") and other relevant laws, regulations, and the current "Articles of Association of Zhejiang Bangjie Holding Group Co., Ltd." (hereinafter referred to as "Articles of Association"), to issue this legal opinion on matters such as the convocation, convening procedures, attendee qualifications, and voting procedures of the Meeting.
To issue this legal opinion, the Firm's lawyers attended the Meeting, examined the original and copies of relevant documents provided by the Company, including but not limited to the agenda and resolutions of the Meeting, and listened to the Company's statements and explanations on relevant facts.
The Company has undertaken to the Firm that the documents provided and statements and explanations made by the Company are complete, true, and valid, that the signatures and seals on the originals are genuine, and that all facts and documents that could affect this legal opinion have been disclosed to the Firm without any concealment or omission.
The Firm's lawyers shall only express legal opinions based on facts that occurred or existed prior to the date of issuance of this legal opinion and in accordance with relevant laws, administrative regulations, normative documents, and the provisions of the "Articles of Association." In this legal opinion, the Firm's lawyers shall only express opinions on the legality and validity of the voting procedures and voting results of the Meeting, and shall not express opinions on the authenticity and accuracy of the content of the proposals deliberated at the Meeting or the facts or data stated in such proposals.
This legal opinion is for the purpose of witnessing the Meeting only and shall not be used for any other purpose or use. The Firm agrees that the Company may use this legal opinion as announcement material for the Meeting, along with other required materials. The information disclosed to the public together with this legal opinion shall be disclosed to the public in accordance with the law, and the Firm shall bear legal responsibility for the legal opinions it expresses herein.
In accordance with the requirements of the current Chinese laws, regulations, and CSRC regulations and normative documents, and in accordance with the generally accepted professional standards, ethical norms, and diligence requirements of the legal profession, the Firm's lawyers hereby issue this legal opinion as follows:
I. Convocation and Convening Procedures of the Meeting
(I) Convocation of the Meeting
- The Meeting was convened by the pre-restructuring administrator of the Company. On May 31, 2026, the Company received the "Notice of the Pre-Restructuring Creditors' Meeting of Zhejiang Bangjie Holding Group Co., Ltd." from the pre-restructuring administrator. In accordance with the provisions of the "Enterprise Bankruptcy Law," if the restructuring plan involves adjustment of creditor equity, a creditors' group shall be established to vote on such matters.