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Legal Opinion
June 2026
Table of Contents
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Approval and Authorization of the Issuance
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Subject Qualifications for the Issuance
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Substantive Conditions for the Issuance
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Establishment of the Issuer
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Independence of the Issuer
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Major Shareholders and Actual Controllers of the Issuer
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Share Capital and Evolution of the Issuer
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Business of the Issuer
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Related Party Transactions and Horizontal Competition
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Major Assets of the Issuer
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Major Creditor's Rights and Debts of the Issuer
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Major Asset Changes and Acquisitions of the Issuer
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Formulation and Amendment of the Issuer's Articles of Association
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Rules of Procedure and Standardized Operation of the Issuer's General Meeting and Board of Directors
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Directors, Supervisors, and Senior Management of the Issuer and Their Changes
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Taxation and Financial Subsidies of the Issuer
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Environmental Protection, Product Quality, Technical Standards, Work Safety, and Labor Employment of the Issuer
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Use of Proceeds by the Issuer
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Business Development Goals of the Issuer
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Litigation, Arbitration, or Administrative Penalties
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Other Issues Deemed Necessary by the Firm's Lawyers
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Conclusion
To: Shanghai Xiangfeng Hua Technology Co., Ltd.
Beijing Zhong Lun Law Firm (hereinafter referred to as "the Firm") has been engaged by Shanghai Xiangfeng Hua Technology Co., Ltd. (hereinafter referred to as "the Issuer") to act as the special legal counsel for its issuance of shares to specific targets. We have issued this Legal Opinion in accordance with the Company Law, the Securities Law, the Administrative Measures for Registration, the Review Rules, the Detailed Implementation Rules for Securities Issuance and Underwriting, the Compilation Rules No. 12, the Administrative Measures for Securities Legal Services, and the Practice Rules for Securities Legal Services, as well as other relevant laws, regulations, and CSRC provisions, following professional standards, ethical norms, and the spirit of diligence.
The Firm and our lawyers make the following declarations:
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The Firm and our lawyers have strictly performed our statutory duties in accordance with the Securities Law, the Administrative Measures for Securities Legal Services, and the Practice Rules for Securities Legal Services, and have followed the principles of diligence and good faith. We have conducted sufficient verification to ensure that the facts stated in the Lawyer's Work Report and this Legal Opinion are true, accurate, and complete, and that our conclusions are legal and accurate, without false records, misleading statements, or major omissions. We are willing to assume corresponding legal liabilities.
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This Legal Opinion is issued based on the laws, regulations, and normative documents effective in China at the time of the facts or the Issuer's actions, and based on our understanding of such laws and regulations.
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This Legal Opinion only expresses legal opinions on matters concerning the issuance within the territory of China. We do not possess the appropriate qualifications to express professional opinions on financial, accounting, capital verification, auditing, valuation, investment decision-making, or overseas matters. For such non-legal matters, we have performed necessary investigation and review work as required by the Administrative Measures for Securities Legal Services and the Practice Rules for Securities Legal Services, and have relied on professional documents issued by the sponsor or other securities service institutions.
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During the verification process, the Issuer has guaranteed that it has provided all necessary, true, and original written materials, copies, or photocopies required for the Lawyer's Work Report and this Legal Opinion. The Issuer guarantees that all provided documents are true, accurate, complete, and effective, and that all signatures and seals are authentic.
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For facts that are crucial to the issuance of the Lawyer's Work Report and this Legal Opinion but cannot be supported by independent evidence, we have relied on certificates issued or provided by relevant government departments or public institutions.