King & Wood Mallesons Supplementary Legal Opinion (I) on the 2025 A-Share Issuance to Specific Targets by Nanjing Sanchao Advanced Materials Co., Ltd.
To: Nanjing Sanchao Advanced Materials Co., Ltd.
King & Wood Mallesons (hereinafter referred to as "this firm") was engaged by Nanjing Sanchao Advanced Materials Co., Ltd. (hereinafter referred to as the "Issuer") to serve as special legal counsel for the Issuer's 2025 A-share issuance to specific targets (hereinafter referred to as the "Issuance").
This firm issued the "King & Wood Mallesons Legal Opinion on the 2025 A-Share Issuance to Specific Targets by Nanjing Sanchao Advanced Materials Co., Ltd." (hereinafter referred to as the "Legal Opinion") and the "King & Wood Mallesons Lawyer's Work Report on the 2025 A-Share Issuance to Specific Targets by Nanjing Sanchao Advanced Materials Co., Ltd." (hereinafter referred to as the "Lawyer's Work Report") on April 17, 2026, in accordance with the Securities Law of the People's Republic of China, the Company Law of the People's Republic of China, the Administrative Measures for the Registration of Securities Issuance by Listed Companies, the Rules Governing the Listing of Stocks on the ChiNext Market of the Shenzhen Stock Exchange, and other relevant laws, regulations, and rules.
Given that the Shenzhen Stock Exchange (hereinafter referred to as the "SZSE") issued the "Audit Inquiry Letter on the Application of Nanjing Sanchao Advanced Materials Co., Ltd. for Issuance of Shares to Specific Targets" (Audit Letter [2026] No. 020039) (hereinafter referred to as the "Inquiry Letter") on May 13, 2026, this firm hereby issues this "King & Wood Mallesons Supplementary Legal Opinion (I) on the 2025 A-Share Issuance to Specific Targets by Nanjing Sanchao Advanced Materials Co., Ltd." (hereinafter referred to as this "Supplementary Legal Opinion") in response to the questions raised in the Inquiry Letter that require clarification by the Issuer's counsel.
This Supplementary Legal Opinion is a supplement and amendment to the Lawyer's Work Report and the Legal Opinion, and constitutes an inseparable part thereof. Unless otherwise specified, terms and abbreviations used in this Supplementary Legal Opinion have the same meanings as those used in the Lawyer's Work Report and the Legal Opinion.
I. Inquiry Letter Question 2
The company intends to issue no more than 21.81 million shares in this offering, raising no more than 425.7312 million RMB, which will be used entirely for supplementing working capital and repaying bank loans after deducting issuance expenses. The subscriber for this issuance is Wuxi Boda Heyi Technology Co., Ltd. (hereinafter referred to as "Boda Heyi"). Liu Jingqi directly holds 95.00% of the equity in Boda Heyi, and his spouse Huang Jurui directly holds 5.00% of the equity in Boda Heyi, acting as a person acting in concert with Liu Jingqi.