Legal Opinion
1. Approval and Authorization for the Issuance
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Board Approval
The issuer convened the 26th meeting of the second board on March 13, 2026, and approved the relevant proposals related to this issuance. -
Shareholder Meeting Approval
The issuer held the second extraordinary general meeting of 2026 on April 2, 2026, and approved the relevant proposals related to this issuance. -
Authorization from the Shareholder Meeting
The issuer convened the second extraordinary general meeting of 2026 on April 2, 2026, where it approved the proposal to authorize the board to handle all matters related to the public issuance of convertible bonds. -
Approval from State-owned Assets Supervision
On March 25, 2026, Guoke Holdings issued a reply agreeing to the issuance of convertible bonds by Beijing Zhongke Runyu Environmental Technology Co., Ltd. (Document No. 科资发字〔2026〕14号), approving the plan and related matters. The lawyers confirm that the necessary approvals and authorizations have been obtained for this issuance, which still requires review by the Shenzhen Stock Exchange and registration approval from the China Securities Regulatory Commission.
2. Qualification of the Issuer for This Issuance
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Legal Establishment
Zhongke Environmental Co., Ltd. was established on May 24, 2012, and the issuer was formed by converting the audited net assets of Zhongke Environmental Co., Ltd. into shares. -
Valid Existence
As of the date of this legal opinion, the issuer is in a valid and continuous operational state, with no circumstances that would require termination under laws, regulations, or the Articles of Association. -
Initial Public Offering and Listing
On April 8, 2022, the China Securities Regulatory Commission approved the issuer's application for the initial public offering of shares (Document No. 证监许可[2022]720号). On July 6, 2022, the Shenzhen Stock Exchange issued a notice approving the listing of the issuer's ordinary shares on the Growth Enterprise Market, with the stock name "Zhongke Environmental" and stock code "301175". The lawyers confirm that the issuer is a legally established and validly existing joint-stock company, and its shares are listed on the Shenzhen Stock Exchange, qualifying it for this issuance.
3. Substantive Conditions for This Issuance
According to the Company Law, Securities Law, Registration Management Measures, and other relevant laws and regulations, the lawyers have verified the substantive conditions for this issuance as follows:
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Compliance with Company Law
The issuance plan has been approved by the issuer's second extraordinary general meeting of 2026. The specific conversion method for the convertible bonds is stipulated in the prospectus, and the bonds will be marked as convertible, complying with Article 202 of the Company Law. -
Compliance with Securities Law
The issuance will be conducted through underwriting, with Guotai Junan Securities Co., Ltd. as the sponsor, complying with Article 10 of the Securities Law. The issuer has a sound organizational structure, as detailed in the Lawyer's Work Report. -
Financial Viability
The issuer's net profits attributable to shareholders for the years 2023, 2024, and 2025 are 25,653.62 million RMB, 31,563.38 million RMB, and 37,593.34 million RMB, respectively, with an average distributable profit of 31,603.45 million RMB. The total amount to be raised from this issuance does not exceed 100 million RMB, and the average distributable profit is sufficient to cover one year's interest on the convertible bonds, complying with Article 15 of the Securities Law. -
Use of Proceeds
The use of proceeds from this issuance has been clearly defined and does not include covering losses or non-productive expenditures, complying with Article 15 of the Securities Law. -
No Default or Violation
The issuer has no ongoing defaults or violations regarding previously issued bonds or other debts, complying with Article 17 of the Securities Law.