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Legal Opinion of Jincheng Tongda & Neal (Shanghai) Law Firm on the Exemption of Ningbo Joyson Electronic Corp. from the Mandatory Tender Offer Obligation
Shanghai, Pudong New Area, Century Avenue No. 88, Jin Mao Tower, 35th and 36th Floors
Tel: 86-21-3886 2288 Fax: 021-3886 2288*1018
Table of Contents
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Definitions
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Subject Qualifications of the Acquirer
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Basic Information on the Acquisition
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Approvals and Authorizations Obtained for the Acquisition
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Circumstances for Exemption from Tender Offer under the Administrative Measures
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Conclusion
Definitions
In this legal opinion, unless otherwise specified, the following terms have the meanings set forth below:
| Term | Definition |
|---|---|
| Xiangshan Shares, Company, Listed Company, Issuer | Guangdong Xiangshan Weighing Apparatus Group Co., Ltd. |
| Acquirer, Joyson Electronic | Ningbo Joyson Electronic Corp. |
| Acquisition Report | Acquisition Report of Guangdong Xiangshan Weighing Apparatus Group Co., Ltd. |
| This Acquisition, This Issuance, Shares Issued to Specific Targets by Xiangshan Shares | Joyson Electronic's subscription to shares issued by Xiangshan Shares to specific targets for the 2025 fiscal year |
| Company Law | Company Law of the People's Republic of China (2023 Revision) |
| Securities Law | Securities Law of the People's Republic of China (2019 Revision) |
| Administrative Measures | Administrative Measures for the Takeover of Listed Companies |
| Listing Rules | Stock Listing Rules of the Shenzhen Stock Exchange (2026 Revision) |
| China | The People's Republic of China, for the purposes of this legal opinion, excluding Hong Kong SAR, Macau SAR, and Taiwan Province |
| CSRC | China Securities Regulatory Commission |
| SZSE | Shenzhen Stock Exchange |
| This Firm | Jincheng Tongda & Neal (Shanghai) Law Firm |
| Yuan | Renminbi Yuan |
| Legal Opinion | Legal Opinion of Jincheng Tongda & Neal (Shanghai) Law Firm on the Exemption of Ningbo Joyson Electronic Corp. from the Mandatory Tender Offer Obligation |
Legal Opinion
Jin Hu Fa Yi [2026] No. 264
To: Ningbo Joyson Electronic Corp.
This firm has been engaged by Joyson Electronic to issue this legal opinion regarding the exemption from the mandatory tender offer obligation for this acquisition, in accordance with the Company Law, Securities Law, Administrative Measures, Listing Rules, and other relevant laws, regulations, and normative documents, following recognized professional standards, ethical norms, and the spirit of diligence.
Statement of the Lawyers:
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This firm has strictly performed its statutory duties in accordance with the Securities Law, the Administrative Measures for the Practice of Securities Legal Business by Law Firms, and the Practice Rules for Securities Legal Business of Law Firms (Trial), ensuring that the facts recognized in this legal opinion are true, accurate, and complete, and that the conclusions reached are lawful and accurate, without false records, misleading statements, or major omissions.
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This firm issues this legal opinion solely regarding legal issues related to this acquisition. This firm and its lawyers do not possess the appropriate qualifications to express opinions on professional matters such as auditing, asset appraisal, or investment decision-making. References to such matters in this legal opinion are strictly based on professional documents issued by relevant intermediaries and explanations provided by Joyson Electronic, which does not imply any guarantee by this firm or its lawyers regarding the truthfulness and accuracy of such content.
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Joyson Electronic guarantees that it has provided all original written materials, copies, or oral information deemed necessary by this firm for issuing this legal opinion, and that all such information is true, accurate, and complete, with all signatures and seals being authentic and copies consistent with the originals.