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Beijing Global Law Office
Regarding
Sanhe Tongfei Refrigeration Co., Ltd.
Legal Opinion on Issuance of Shares to Specific Targets
Table of Contents
Definitions 2
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Approval and Authorization of the Issuance 6
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Subject Qualifications of the Issuer for the Issuance 7
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Substantive Conditions for the Issuance 8
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Establishment of the Issuer 12
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Independence of the Issuer 13
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Shareholders and Actual Controllers of the Issuer 13
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Share Capital and Changes of the Issuer 15
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Business of the Issuer 16
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Related Party Transactions and Horizontal Competition 17
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Major Assets of the Issuer 19
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Major Creditor's Rights and Debts of the Issuer 21
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Major Asset Changes and Mergers and Acquisitions of the Issuer 22
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Formulation and Amendment of the Articles of Association of the Issuer 22
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General Meeting, Board of Directors, and Their Standardized Operations of the Issuer 23
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Changes in Directors, Senior Management, and Their Changes of the Issuer 24
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Taxation of the Issuer 24
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Environmental Protection, Product Quality, and Technical Standards of the Issuer 25
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Use of Proceeds of the Issuance of the Issuer 26
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Business Development Objectives of the Issuer 28
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Litigation, Arbitration, or Administrative Penalties 28
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Evaluation of Legal Risks in the Prospectus of the Issuer 29
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Concluding Opinions 29
Definitions
In this Legal Opinion, unless the context otherwise requires, the following abbreviations or terms have the following meanings:
| Term | Meaning |
|---|---|
| This Issuance | The Issuer's 2026 annual issuance of A-shares to specific targets |
| Issuer/Company/Tongfei | Sanhe Tongfei Refrigeration Co., Ltd., including its branches and subsidiaries where context requires |
| Tongfei Limited/Original Company | Sanhe Tongfei Refrigeration Equipment Co., Ltd., the predecessor of the Issuer |
| Controlling Shareholder/Actual Controller | 4 natural persons including Zhang Guoshan, Zhang Haolei, Li Li, and Wang Shufen |
| ATF | ATF Cooling GmbH (ATF Cooling), a wholly-owned subsidiary of the Issuer |
| Suzhou Tongfei | Suzhou Tongfei Temperature Control Technology Co., Ltd., a wholly-owned subsidiary of the Issuer |
| Singapore Subsidiary | TONGFEI TECHNOLOGY PTE. LTD., a wholly-owned subsidiary of the Issuer |
| Thailand Subsidiary | TONGFEI (THAILAND) CO., LTD. |
| Beijing Branch | Sanhe Tongfei Refrigeration Co., Ltd. Beijing Branch |
| Tianjin Branch | Sanhe Tongfei Refrigeration Co., Ltd. Tianjin Branch |
| Shanghai Branch | Sanhe Tongfei Refrigeration Co., Ltd. Shanghai Branch |
| Shenzhen Branch | Sanhe Tongfei Refrigeration Co., Ltd. Shenzhen Branch |
| Hangzhou Branch | Sanhe Tongfei Refrigeration Co., Ltd. Hangzhou Branch |
| Zhongheying | Sanhe Zhongheying Enterprise Management Center (Limited Partnership), a shareholder of the Issuer |
| Reporting Period/Recent Three Years | 2023, 2024, 2025 (January 1, 2023 to December 31, 2025) |
| End of Reporting Period | December 31, 2023, December 31, 2024, December 31, 2025 |
| Thailand Legal Opinion | Compliance due diligence legal opinion issued by Siam City Law Offices for TONGFEI (THAILAND) CO., LTD. |
| Singapore Legal Opinion | Legal opinion issued by JLA LAW CORPORATION for TONGFEI TECHNOLOGY PTE. LTD. |
| German Legal Opinion | Continuity legal opinion issued by Rödl GmbH for ATF Cooling GmbH |
| Articles of Association | Currently effective Articles of Association of Sanhe Tongfei Refrigeration Co., Ltd. |
| Legal Opinion | This Legal Opinion issued by Beijing Global Law Office regarding the Issuer's issuance of shares to specific targets |
| Lawyer's Work Report/Work Report | Lawyer's Work Report issued by Beijing Global Law Office regarding the Issuer's issuance of shares to specific targets |
| Prospectus | The Issuer's 2026 annual issuance of A-shares to specific targets prospectus (draft) |