Guangdong Sundial Law Firm
Supplementary Legal Opinion (III) on Guangzhou Xinlefu New Material Co., Ltd.'s Issuance of Shares and Payment of Cash to Purchase Assets and Raise Supporting Funds, and Related Party Transaction
To: Guangzhou Xinlefu New Material Co., Ltd.
[Letterhead: Sundial Law Firm]
Xin Da Chong Gou Zi (2025) No. 001-09
Pursuant to the "Special Legal Services委托 Contract" signed between the Company and Xinda, Xinda was entrusted by the Company to serve as the special legal advisor for the Company's major asset restructuring and to provide legal services.
Xinda, in accordance with the "Company Law of the People's Republic of China," "Securities Law of the People's Republic of China," and other relevant laws and regulations, as well as the "Administrative Measures for Major Asset Restructuring of Listed Companies," "Supervisory Guidelines No. 9 for Listed Companies - Regulatory Requirements for the Planning and Implementation of Major Asset Restructuring of Listed Companies," "Administrative Measures for the Issuance and Registration of Securities by Listed Companies," and the "Administrative Measures for Securities Legal Business of Law Firms" and the "Practice Rules for Securities Legal Business of Law Firms (Trial)," and in accordance with the generally accepted business standards, ethical norms, and diligent and conscientious spirit of the legal profession, issued the "Guangdong Sundial Law Firm's Legal Opinion on Guangzhou Xinlefu New Material Co., Ltd.'s Issuance of Shares and Payment of Cash to Purchase Assets and Raise Supporting Funds and Related Party Transaction" (hereinafter referred to as the "Original Legal Opinion") on October 27, 2025. On December 16, 2025, it issued the "Guangdong Sundial Law Firm's Supplementary Legal Opinion (I) on Guangzhou Xinlefu New Material Co., Ltd.'s Issuance of Shares and Payment of Cash to Purchase Assets and Raise Supporting Funds and Related Party Transaction." On January 23, 2026, it issued the "Guangdong Sundial Law Firm's Supplementary Legal Opinion (II) on Guangzhou Xinlefu New Material Co., Ltd.'s Issuance of Shares and Payment of Cash to Purchase Assets and Raise Supporting Funds and Related Party Transaction."
Given that the reporting period for this transaction has been updated to March 30, 2026, Tianjian has completed a supplementary audit of the financial statements of the target company for the period from October 2025 to March 2026 and issued the "Audit Report" (Tianjian Shen [2026] No. 7-772) for Guangzhou Southern Magnetic Material Co., Ltd. (hereinafter referred to as the "Target Company Supplementary Audit Report"). Tianjian has also issued the "Review Report" (Tianjian Shen [2026] No. 5-87) for Guangzhou Xinlefu New Material Co., Ltd. for this transaction. Xinda lawyers, in accordance with the generally accepted business standards, ethical norms, and diligent and conscientious spirit of the legal profession, have further investigated and verified the legal matters related to the listed company and the target company involved in this transaction during the period from October 1, 2025, to March 30, 2026 (hereinafter referred to as the "Supplementary Investigation Period"), and have updated and revised the disclosures in the "Original Legal Opinion" to issue the "Guangdong Sundial Law Firm's Supplementary Legal Opinion (III) on Guangzhou Xinlefu New Material Co., Ltd.'s Issuance of Shares and Payment of Cash to Purchase Assets and Raise Supporting Funds and Related Party Transaction" (hereinafter referred to as the "Supplementary Legal Opinion (III)").
In order to issue this "Supplementary Legal Opinion (III)," Xinda lawyers have strictly performed their statutory duties, adhered to the principles of diligence and conscientiousness, and honesty and trustworthiness. They have investigated and verified the facts involved in the "Supplementary Legal Opinion (III)" to ensure that the "Supplementary Legal Opinion (III)" does not contain any false records, misleading statements, or material omissions.