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Jincheng Tongda & Neal (Shanghai) Law Firm
Regarding
Legal Opinion on the "Acquisition Report of Guangdong Xiangshan Weighing Apparatus Group Co., Ltd."
Address: Floors 35-36, Jin Mao Tower, 88 Century Avenue, Pudong New Area, Shanghai
Tel: 86-21-3886 2288 Fax: 021-3886 2288*1018
Table of Contents
Definitions 2
I. Basic Information of the Acquirer 5
II. Acquisition Decision and Purpose 14
III. Acquisition Method 16
IV. Sources of Funds 17
V. Circumstances for Exemption from Making a Tender Offer 18
VI. Subsequent Plans 18
VII. Analysis of the Impact on the Listed Company 21
VIII. Major Transactions with the Listed Company 30
IX. Trading of Listed Shares in the Preceding Six Months 32
X. Format and Content of the "Acquisition Report" 32
XI. Conclusion 33
Definitions
In this legal opinion, unless otherwise specified, the following terms have the meanings set forth below:
| Term | Definition |
|---|---|
| Xiangshan Shares, Company, Listed Company | 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." |
| Joyson Group | Joyson Group Co., Ltd. |
| Joyson Intelligence | Ningbo Joyson Intelligent Automotive Technology Co., Ltd. |
| This Acquisition, This Issuance, Shares Issued to Specific Targets by Xiangshan Shares | Joyson Electronic's subscription for A-shares issued by Xiangshan Shares to specific targets in 2025 |
| Articles of Association | "Articles of Association of Guangdong Xiangshan Weighing Apparatus Group Co., Ltd." |
| 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)" |
| Acquisition Measures | "Administrative Measures for the Takeover of Listed Companies" |
| Listing Rules | "Stock Listing Rules of the Shenzhen Stock Exchange (2026 Revision)" |
| Format Guidelines No. 16 | "Content and Format Guidelines for Information Disclosure by Companies Offering Securities to the Public No. 16 - Acquisition Report of Listed Companies" |
| China | The People's Republic of China, excluding Hong Kong SAR, Macau SAR, and Taiwan Province for the purposes of this legal opinion |
| CSRC | China Securities Regulatory Commission |
| Ningbo Bureau | Ningbo Regulatory Bureau of the China Securities Regulatory Commission |
| This Firm | Jincheng Tongda & Neal (Shanghai) Law Firm |
| Yuan | Renminbi Yuan |
| Legal Opinion | "Legal Opinion of Jincheng Tongda & Neal (Shanghai) Law Firm on the Acquisition Report of Guangdong Xiangshan Weighing Apparatus Group Co., Ltd." |
Ref: Jinhufa [2026] No. 263
To: Ningbo Joyson Electronic Corp.
This firm has been engaged by Joyson Electronic and, in accordance with the Company Law, Securities Law, Acquisition Measures, Listing Rules, and other relevant laws, regulations, and normative documents, and following recognized professional standards, ethical norms, and the spirit of due diligence, hereby issues this legal opinion regarding the matters related to the "Acquisition Report" prepared by Joyson Electronic for this acquisition.
Lawyer's Statement:
- This firm's lawyers have strictly performed 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 Law Firms Engaging in Securities Legal Business (Trial), and have followed the principles of due diligence and good faith to ensure that the facts identified in this legal opinion are true, accurate, and complete, and that the conclusions reached are legal and accurate, without false records, misleading statements, or major omissions.