Legal Opinion on the Termination of Concerted Action Among Relevant Shareholders of Hangzhou Garden Engineering Design Institute Co., Ltd. and the Matter of the Company Having No Actual Controller
Beijing Shang Gong (Hangzhou) Law Firm
Legal Opinion Certificate No. [2026] Shang Hang Law [020]
To Hangzhou Garden Engineering Design Institute Co., Ltd.:
Beijing Shang Gong (Hangzhou) Law Firm has been entrusted by Hangzhou Garden Engineering Design Institute Co., Ltd. (hereinafter referred to as "Hangzhou Garden" or "the Company") to issue this legal opinion based on the requirements of the Civil Code of the People's Republic of China, the Company Law of the People's Republic of China, the Securities Law of the People's Republic of China, and other laws, regulations, and normative documents, regarding the termination of the concerted action relationship among relevant shareholders of Hangzhou Garden and the matter of the Company having no actual controller.
To issue this legal opinion, our firm's lawyers have reviewed the concerted action relationship among Hangzhou Garden's shareholders and the attribution of the Company's actual control, examined relevant agreements, company announcements, and other documents, and listened to the statements and explanations of the Company and relevant personnel on these matters.
Hangzhou Garden has undertaken to this firm that the Company has provided this firm and the handling lawyers with all necessary original written materials, duplicate materials, photocopies, electronic materials, and other documentary evidence for the issuance of this legal opinion. Such documentary evidence is true, complete, and lawful, with no false information, misleading statements, or omissions. All duplicate materials and photocopies are consistent with the originals, and the seals and signatures on the relevant documents and materials are authentic. The signatories of the relevant documents have been legally authorized and have executed them validly.
Our firm's lawyers express their legal opinion solely based on the facts existing prior to the issuance date of this legal opinion and the provisions of relevant laws, administrative regulations, normative documents, and the Articles of Association of Hangzhou Garden Engineering Design Institute Co., Ltd.
Our firm's lawyers have strictly performed their statutory duties in accordance with the provisions of relevant laws, regulations, and normative documents, adhered to the principles of diligence and good faith, and, based on the principle of independence, objectivity, and fairness, have conducted professional inference, analysis, and objective evaluation based on the ascertained facts and understanding of the law, and have issued this legal opinion.
We agree that Hangzhou Garden may use this legal opinion as part of the announcement materials for the termination of the "Concerted Action Agreement" and the change in the Company's actual controller, and disclose it to the public along with other information requiring disclosure, and shall bear legal responsibility for the legal opinions expressed herein.
For facts that are crucial to this legal opinion but cannot be independently verified due to a lack of evidence, our firm's lawyers rely on the existing materials and the statements of the handling personnel. The documentary evidence and related statements that cannot be corroborated by other evidence are deemed by our firm's lawyers to be true and correct.
This legal opinion is for the sole purpose of the termination of the "Concerted Action Agreement" and the change in the Company's actual controller by Hangzhou Garden. Without the prior written consent or permission of our firm, it may not be used for any other purpose or cited or relied upon by any other person. Our firm and the handling lawyers shall not be liable for any consequences arising from improper use.
In summary, based on the "Lawyers Law of the People's Republic of China," adhering to the generally accepted business standards, industry norms, and ethical codes of the legal profession, strictly performing statutory duties, and acting with diligence, good faith, independence, objectivity, and fairness, our firm's lawyers have conducted professional inference, analysis, and objective evaluation based on the ascertained facts and understanding of the law, and have issued this legal opinion.