Grandall Law Firm (Hangzhou)
Legal Opinion
Grandall Law Firm (Hangzhou) Regarding Zhejiang Jingsheng Mechanical & Electrical Co., Ltd. First Extraordinary General Meeting of Shareholders in 2026 Legal Opinion
To: Zhejiang Jingsheng Mechanical & Electrical Co., Ltd.
Grandall Law Firm (Hangzhou) (hereinafter referred to as "the Firm") has been entrusted by Zhejiang Jingsheng Mechanical & Electrical Co., Ltd. (hereinafter referred to as "the Company") to appoint lawyers to attend the Company's First Extraordinary General Meeting of Shareholders in 2026 (hereinafter referred to as "the Meeting") and, in accordance with 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 Shareholders' Meeting Rules"), the "Code of Corporate Governance for Listed Companies" (hereinafter referred to as "the Governance Code"), the "Shenzhen Stock Exchange Listed Company Network Voting Implementation Rules" (hereinafter referred to as "the Network Voting Rules"), the "Shenzhen Stock Exchange Listed Company Self-Regulatory Guidelines No. 2 - Normative Operation of GEM Listed Companies" (hereinafter referred to as "the Normative Operation Guidelines"), and other laws, regulations, and normative documents, as well as the "Articles of Association of Zhejiang Jingsheng Mechanical & Electrical Co., Ltd." (hereinafter referred to as "the Articles of Association"), to issue a legal opinion on matters related to the Meeting.
To issue this legal opinion, the Firm's lawyers attended the Company's Meeting, reviewed the original and copies of the relevant documents provided by the Company for the Meeting, including but not limited to the agenda and resolutions for the Meeting, and listened to the Company's statements and explanations regarding relevant facts.
The Company has undertaken to the Firm that the documents provided and the statements and explanations made are complete, truthful, and valid, that the originals and the signatures and seals thereon are authentic, 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 have 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 this shareholders' meeting, and shall not express opinions on the authenticity and accuracy of the facts or data stated in the proposals considered by the meeting or in these proposals.
This legal opinion is for the purpose of witnessing the Company's shareholders' meeting only and shall not be used for any other purpose or for any other use. The Firm agrees that the Company may use this legal opinion as an announcement material for the shareholders' meeting, disclosed to the public along with other information requiring disclosure, and shall bear legal responsibility for the legal opinions expressed herein in accordance with the law.
In accordance with the requirements of current effective Chinese laws, regulations, and China Securities Regulatory Commission's relevant rules and normative documents, and in accordance with the generally recognized business standards, ethical norms, and the spirit of diligence and responsibility of the legal profession, the Firm's lawyers hereby issue this legal opinion as follows:
I. Convening and Holding of the Meeting
(I) Convening of the Meeting