Beijing Dentons Law Offices
Supplementary Legal Opinion (I) on the Major Asset Purchase by Beifang Changlong New Material Technology Co., Ltd.
Dentons Securities Opinion [2026] No. 041-1
To: Beifang Changlong New Material Technology Co., Ltd.
Beijing Dentons Law Offices (hereinafter referred to as "this Firm") was engaged by Beifang Changlong New Material Technology Co., Ltd. (hereinafter referred to as "Beifang Changlong") to serve as the special legal counsel for its major asset purchase.
This Firm and its handling lawyers, in accordance with the Securities Law of the People's Republic of China, the Company Law of the People's Republic of China, the Administrative Measures for Major Asset Restructuring of Listed Companies, the Administrative Measures for Law Firms Engaging in Securities Legal Business, and the Practice Rules for Securities Legal Business of Law Firms (Trial), as well as relevant laws, regulations, and provisions of the China Securities Regulatory Commission and the Shenzhen Stock Exchange, and following recognized professional standards, ethical norms, and the spirit of diligence, issued the "Beijing Dentons Law Offices Legal Opinion on the Major Asset Purchase by Beifang Changlong New Material Technology Co., Ltd." (Dentons Securities Opinion [2026] No. 041, hereinafter referred to as the "Legal Opinion").
Recently, Beifang Changlong received the "Inquiry Letter on the Reorganization of Beifang Changlong New Material Technology Co., Ltd." (ChiNext M&A Inquiry Letter [2026] No. 4, hereinafter referred to as the "Reorganization Inquiry Letter") issued by the Shenzhen Stock Exchange, and Beifang Changlong issued the "Reply of Beifang Changlong New Material Technology Co., Ltd. to the Shenzhen Stock Exchange's Inquiry Letter on the Reorganization of Beifang Changlong New Material Technology Co., Ltd." In accordance with the requirements of the Reorganization Inquiry Letter, the lawyers of this Firm have conducted supplementary verification and validation of the relevant issues and issued this "Beijing Dentons Law Offices Supplementary Legal Opinion (I) on the Major Asset Purchase by Beifang Changlong New Material Technology Co., Ltd." (hereinafter referred to as "Supplementary Legal Opinion (I)").
Except for the contents stated in this Supplementary Legal Opinion (I), the opinions and conclusions of this Firm regarding other legal issues involved in this transaction by Beifang Changlong remain subject to the relevant statements in the Legal Opinion.
The premises and declarations made by this Firm in the Legal Opinion apply to this Supplementary Legal Opinion (I). Unless otherwise specified, the definitions of terms in this Supplementary Legal Opinion (I) have the same meanings as those in the Legal Opinion.
This Firm and its handling lawyers have strictly performed their statutory duties in accordance with recognized professional standards, ethical norms, and the spirit of diligence regarding the authenticity, accuracy, and completeness of the documents and materials relied upon for issuing this Supplementary Legal Opinion (I). We have conducted sufficient verification to ensure that the facts recognized in this Supplementary Legal Opinion (I) are true, accurate, and complete, and that the conclusions reached are legal and accurate, without false records, misleading statements, or major omissions, and we assume corresponding legal liabilities.
Based on the above statement, this Firm issues the following supplementary legal opinions:
Main Text
I. Question 1 of the "Reorganization Inquiry Letter"
The report shows that the target company's equity has been transferred multiple times during the historical period. In December 2023, the target company was converted into a joint-stock company as a whole and underwent asset appraisal. The counterparty, Hangzhou Yaqige Investment Management Partnership (Limited Partnership) (hereinafter referred to as Hangzhou Yaqige), is a shareholding platform for the target company, has not carried out actual business operations, and has experienced multiple changes in partners and shares during the historical period. Among the partners of Hangzhou Yaqige, there are 3 other shareholding platforms of the target company. There have been instances of nominee holding of the target company's equity and Hangzhou Yaqige's partnership shares in history. Please explain: