Jiangsu Century Tongren Law Firm Supplementary Legal Opinion (I) on the 2025 Annual Issuance of A-Shares to Specific Targets by Jinpu Garden Co., Ltd.
To: Jinpu Garden Co., Ltd.
In accordance with the Company Law of the People's Republic of China, the Securities Law of the People's Republic of China, the Administrative Measures for the Registration of Securities Issuance by Listed Companies, and other relevant laws, regulations, and normative documents, as well as the Administrative Measures for Securities Legal Business of Law Firms and the Practice Rules for Securities Legal Business of Law Firms (Trial), Jiangsu Century Tongren Law Firm (hereinafter referred to as "this Firm") was engaged by Jinpu Garden Co., Ltd. (hereinafter referred to as "Jinpu Garden," "the Issuer," or "the Company") to serve as special legal counsel for the Company's 2025 annual issuance of A-shares to specific targets. On January 16, 2026, this Firm issued the "Legal Opinion of Jiangsu Century Tongren Law Firm on the 2025 Annual Issuance of A-Shares to Specific Targets by Jinpu Garden Co., Ltd." and the "Attorney's Work Report of Jiangsu Century Tongren Law Firm on the 2025 Annual Issuance of A-Shares to Specific Targets by Jinpu Garden Co., Ltd." (hereinafter collectively referred to as the "Original Legal Opinion and Attorney's Work Report").
This Firm now issues this Supplementary Legal Opinion in response to the requirements of the "Audit Inquiry Letter on the Application of Jinpu Garden Co., Ltd. for Issuance of Shares to Specific Targets" (Audit Letter [2026] No. 020013) (hereinafter referred to as the "Inquiry Letter") issued by the Shenzhen Stock Exchange on February 10, 2026.
Part I: Preface (Attorney's Statement)
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Unless otherwise specified in this Supplementary Legal Opinion, the meanings of terms used herein are the same as those used in the Original Legal Opinion and Attorney's Work Report.
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This Supplementary Legal Opinion is a supplement to the Original Legal Opinion and Attorney's Work Report and constitutes an integral part thereof. The contents of the Original Legal Opinion and Attorney's Work Report remain valid; in the event of any inconsistency with this Supplementary Legal Opinion, this Supplementary Legal Opinion shall prevail.
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The premises, assumptions, statements, and commitments made by this Firm in the Original Legal Opinion and Attorney's Work Report also apply to this Supplementary Legal Opinion.
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This Firm and the signing attorneys have issued this Supplementary Legal Opinion in accordance with the requirements of relevant laws, regulations, and the China Securities Regulatory Commission, following recognized professional standards, ethical norms, and the spirit of diligence and responsibility.
Part II: Legal Opinions Regarding the "Inquiry Letter"
I. Question 1 of the "Inquiry Letter"
The Company's main business includes planning and design, landscape engineering construction, and project operation and maintenance. During the reporting period, the Company's operating income was 976.0386 million yuan, 999.005 million yuan, 905.9329 million yuan, and 479.2728 million yuan, respectively. Operating income for 2024 and the first nine months of 2025 decreased by 9.32% and 13.67% year-on-year, respectively. The Company's net profit after deducting non-recurring gains and losses attributable to the parent company was 74.6755 million yuan, 22.1634 million yuan, 22.7152 million yuan, and -95.9982 million yuan, respectively, showing a downward trend during the reporting period and turning from positive to negative in the most recent period.
During the reporting period, the net cash flow generated from the Company's operating activities was -64.7339 million yuan, -267.0879 million yuan, -171.0281 million yuan, and -40.4206 million yuan, respectively. Revenue recognized from major related-party transactions was 172.3544 million yuan, 131.8339 million yuan, 125.0749 million yuan, and 44.1568 million yuan, respectively, accounting for 17.66%, 13.20%, 13.81%, and 9.21% of the main business income for the corresponding periods. Credit impairment losses were -75.2957 million yuan, -62.7194 million yuan, -67.4781 million yuan, and -118.6992 million yuan, respectively, showing a large and fluctuating upward trend.