Grandall Law Firm (Hangzhou) Legal Opinion
Grandall Law Firm (Hangzhou) Regarding Hengfeng Tool Co., Ltd. 2025 Annual General Meeting Legal Opinion
To: Hengfeng Tool Co., Ltd.
Grandall Law Firm (Hangzhou) (hereinafter referred to as "the Firm") has been entrusted by Hengfeng Tool Co., Ltd. (hereinafter referred to as "the Company") to appoint lawyers from the Firm to attend the Company's 2025 Annual General Meeting (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 "Rules for Shareholders' Meetings of Listed Companies" issued by the China Securities Regulatory Commission (hereinafter referred to as "Shareholders' Meeting Rules"), the "Corporate Governance Guidelines" (hereinafter referred to as "Governance Guidelines"), and the "Shenzhen Stock Exchange Listed Company Self-Regulatory Supervision Guidelines No. 2 - Norms for Operation of Companies on the ChiNext Market (2026 Revision)" issued by the Shenzhen Stock Exchange, and other laws, administrative regulations, normative documents, business rules of the Shenzhen Stock Exchange, and the currently effective "Articles of Association of Hengfeng Tool Co., Ltd." (hereinafter referred to as "Articles of Association"), and the "Rules of Procedure for Shareholders' Meetings of Hengfeng Tool Co., Ltd." (hereinafter referred to as "Meeting Procedures"), hereby issues this legal opinion on the convening and holding procedures, the qualifications of attendees, and the voting procedures of the Meeting.
To issue this legal opinion, the lawyers of the Firm attended the Meeting, reviewed the original and copies of the documents provided by the Company for the Meeting, including but not limited to the agenda and relevant resolutions of the Meeting, and heard the Company's statements and explanations regarding relevant facts.
The Company has undertaken to the Firm that the documents provided and statements made by the Company are complete, true, and valid, that the originals and signatures/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 lawyers of the Firm express their legal opinion solely based on the facts and relevant laws, administrative regulations, normative documents, business rules of the Shenzhen Stock Exchange, and the provisions of the Articles of Association that occurred or existed prior to the date of issuance of this legal opinion. In this legal opinion, the lawyers of the Firm only express opinions on the legality and effectiveness of the voting procedures and voting results of the Meeting, and do not express opinions on the content of the proposals deliberated by the Meeting and the truthfulness and accuracy of the facts or data stated in these proposals.
This legal opinion is for the purpose of witnessing the Company's Meeting only and shall not be used for any other purpose or for any other use. The Firm agrees that the Company will use this legal opinion as an announcement material for the Meeting, disclose it to the public along with other information requiring disclosure, and legally bear legal responsibility for the legal opinions expressed herein.
In accordance with the requirements of the currently effective Chinese laws, administrative regulations, and relevant rules and normative documents of the China Securities Regulatory Commission, and in accordance with the business standards, ethical norms, and diligence spirit recognized by the legal profession, the lawyers of the Firm hereby issue this legal opinion as follows:
I. Regarding the Convening and Holding Procedures of the Meeting
(I) Convening of the Meeting
- The Meeting was convened by the Company's Board of Directors. On April 27, 2026, the Company held the 20th meeting of the Fifth Board of Directors, which deliberated and approved the "Proposal on Convening the 2025 Annual General Meeting."