Legal Opinion from Beijing Deheng (Hangzhou) Law Firm on Shanghai Zhaomin New Materials Technology Co., Ltd. 2025 Annual Shareholders' Meeting
Beijing Deheng (Hangzhou) Law Firm (hereinafter referred to as "this Firm") has been entrusted by Shanghai Zhaomin New Materials Technology Co., Ltd. (hereinafter referred to as "the Company") to appoint lawyers from this Firm to witness the legality of the Company's 2025 Annual Shareholders' Meeting (hereinafter referred to as "this Meeting") and to issue this legal opinion. This legal opinion is issued in accordance with the Company Law of the People's Republic of China (hereinafter referred to as "the Company Law"), the Securities Law of the People's Republic of China (hereinafter referred to as "the Securities Law"), the Rules for Shareholders' Meetings of Listed Companies, and other laws, regulations, normative documents, as well as the Articles of Association of Shanghai Zhaomin New Materials Technology Co., Ltd. (hereinafter referred to as "the Articles of Association") and the Rules of Procedure for Shareholders' Meetings of Shanghai Zhaomin New Materials Technology Co., Ltd. (hereinafter referred to as "the Rules of Procedure").
To issue this legal opinion, the lawyers of this Firm reviewed relevant documents and materials related to this Meeting, including but not limited to:
- The Articles of Association;
- The Rules of Procedure;
- The resolution of the seventh meeting of the third board of directors;
- The notice of the 2025 Annual Shareholders' Meeting announced by the Company on April 23, 2026;
- The registration records and supporting materials of shareholders attending the on-site meeting;
- The documents for this Meeting;
- The shareholder register on the record date;
- The statistical results of the online voting provided by Shenzhen Securities Information Co., Ltd.;
- Other relevant documents.
The lawyers of this Firm received the following assurances from the Company: the Company provided true, complete, and valid original written materials, copies, or oral testimonies necessary for issuing this legal opinion, without any concealment, falsehood, or significant omissions. The documents provided as copies or reproductions are consistent with the originals, and the signatures and seals on these documents are authentic, with the signatories being legally authorized to sign the documents.
In this legal opinion, the lawyers of this Firm only express opinions on whether the convening and holding procedures of this Meeting, the qualifications of attendees and conveners, the voting procedures, and the voting results comply with the provisions of the Company Law, the Securities Law, the Rules for Shareholders' Meetings of Listed Companies, the Rules for the Listing of Stocks on the Growth Enterprise Market of the Shenzhen Stock Exchange, the Self-Regulatory Guidelines No. 2 for Listed Companies on the Shenzhen Stock Exchange - Standardized Operation of Growth Enterprise Market Listed Companies, and the Articles of Association and Rules of Procedure. They do not express opinions on the content of the proposals or the truthfulness and accuracy of the facts or data stated in the proposals.
This Firm and the handling lawyers have strictly fulfilled their statutory duties in accordance with the Securities Law, the Administrative Measures for Law Firms Engaging in Securities Legal Business, and the Practice Rules for Securities Legal Business of Law Firms (Trial), and have conducted thorough verification and validation of facts that occurred or existed before the issuance date of this legal opinion, ensuring that the facts recognized in this legal opinion are true, accurate, and complete, and that the conclusive opinions expressed are legal and accurate, without any false records, misleading statements, or significant omissions, and bear corresponding legal responsibilities. This legal opinion is for the purpose of this Meeting only and shall not be used for any other purpose without the written consent of this Firm and the handling lawyers.