Legal Opinion
Statement of Matters
I. Approval and Authorization for the Current Issuance
(I) Internal Approvals and Authorizations of the Issuer
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On August 28, 2024, the Issuer convened the third meeting of the fourth Board of Directors for 2024, deliberated on and approved the proposals related to the current issuance, and agreed to submit them to the third extraordinary general meeting of shareholders for 2024 for deliberation and voting.
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On September 18, 2024, the Issuer convened the third extraordinary general meeting of shareholders for 2024, which deliberated and approved the proposals including "Proposal on the Company Meeting the Conditions for Issuing Convertible Corporate Bonds to Unspecified Targets," "Proposal on the Plan for Issuing Convertible Corporate Bonds to Unspecified Targets," "Draft of the Plan for Issuing Convertible Corporate Bonds to Unspecified Targets," "Proposal on the Feasibility Analysis Report for Issuing Convertible Corporate Bonds to Unspecified Targets," "Proposal on the Feasibility Analysis Report for the Use of Raised Funds for Issuing Convertible Corporate Bonds to Unspecified Targets," "Report on the Use of Raised Funds from Previous Issuances by Yuhetian Environmental Development Group Co., Ltd. as of June 30, 2024," "Proposal on the Dilution of Earnings Per Share, Hedging Measures, and Related Party Commitments for Issuing Convertible Corporate Bonds to Unspecified Targets," "Rules for Bondholder Meetings of Convertible Corporate Bonds," "Proposal to Authorize the Board of Directors and its Authorized Personnel to Fully Handle the Company's Issuance of Convertible Corporate Bonds to Unspecified Targets," and "Plan for Shareholder Returns for the Next Three Years (2024-2026)," among other proposals related to the current issuance.
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On September 8, 2025, the Issuer convened the second extraordinary general meeting of shareholders for 2025, which deliberated and approved the "Proposal to Extend the Validity Period of the Resolution of the General Meeting of Shareholders on Issuing Convertible Corporate Bonds to Unspecified Targets" and the "Proposal to Authorize the Board of Directors and its Authorized Personnel to Fully Handle the Company's Issuance of Convertible Corporate Bonds to Unspecified Targets." It was agreed that the validity period of the resolution on the current issuance plan and the authorization period for the Board of Directors to handle the current issuance matters would be extended by 12 months from their expiration date.
Upon review by the lawyers of this firm, the convening procedures of the Issuer's third extraordinary general meeting of shareholders for 2024 and the second extraordinary general meeting of shareholders for 2025 were legal, and the content of the resolutions complied with the relevant provisions of the Company Law, Securities Law, Registration Management Measures, and other laws, regulations, and normative documents, as well as the Articles of Association, and were legal and valid.
(II) Shenzhen Stock Exchange Review and China Securities Regulatory Commission Registration Approval
On March 5, 2026, the Listing Review Committee of the Shenzhen Stock Exchange convened its 10th review meeting for 2026 to review the Issuer's current issuance application. Based on the review results, the Issuer's issuance of convertible corporate bonds to unspecified targets met the issuance conditions, listing conditions, and information disclosure requirements.
On April 20, 2026, the China Securities Regulatory Commission issued the "Reply on Approving the Registration of Yuhetian Environmental Development Group Co., Ltd.'s Issuance of Convertible Corporate Bonds to Unspecified Targets" (Certificate of Approval [2026] No. 910), approving the Issuer's application for registration of the issuance of convertible corporate bonds to unspecified targets. This approval is valid for 12 months from the date of approval.
According to the "Announcement on the Issuance of Convertible Corporate Bonds to Unspecified Targets by Yuhetian Environmental Development Group Co., Ltd." disclosed by the Issuer on July 27, 2026, the total issuance amount is RMB 1,500,000,000.00, with the bond name "Yuhetian Convertible Bond" and bond code "123277."