Beijing Dentons Law Firm
Legal Opinion on the Implementation of Northern Changlong New Materials Technology Co., Ltd.'s Major Asset Purchase
To: Northern Changlong New Materials Technology Co., Ltd.
Beijing Dentons Law Firm (hereinafter referred to as "the Firm") has been entrusted by Northern Changlong New Materials Technology Co., Ltd. (hereinafter referred to as "Northern Changlong") to serve as the special legal advisor for its cash purchase of a 51% stake in Shenyang Shunyi Technology Co., Ltd.
The Firm and its handling lawyers, in accordance with the "Securities Law of the People's Republic of China," "Company Law of the People's Republic of China," "Administrative Measures for Major Asset Restructuring of Listed Companies," "Measures for the Administration of Securities Legal Business of Law Firms," and "Practice Rules for Securities Legal Business of Law Firms (Trial)," as well as relevant regulations of the China Securities Regulatory Commission and the Shenzhen Stock Exchange, and in accordance with the generally accepted business standards, ethical norms, and due diligence spirit of the legal profession, have investigated the implementation of Northern Changlong's major asset purchase and hereby issue this "Legal Opinion of Beijing Dentons Law Firm on the Implementation of Northern Changlong New Materials Technology Co., Ltd.'s Major Asset Purchase" (hereinafter referred to as the "Implementation Opinion").
The premises and statements of legal opinions made by the Firm in the "Legal Opinion of Beijing Dentons Law Firm on the Major Asset Purchase of Northern Changlong New Materials Technology Co., Ltd." (Dacheng Certificate [2026] No. 041, hereinafter referred to as the "Legal Opinion") are applicable to this "Implementation Opinion." Unless otherwise specified, the definitions of terms in this "Implementation Opinion" are the same as those in the "Legal Opinion" and the "Supplementary Legal Opinion (I) of Beijing Dentons Law Firm on the Major Asset Purchase of Northern Changlong New Materials Technology Co., Ltd." (Dacheng Certificate [2026] No. 041-1).
The Firm and its handling lawyers, with a spirit of diligence and responsibility, have strictly performed their statutory duties, conducted sufficient investigation and verification, and ensured that the facts determined in this "Implementation Opinion" are true, accurate, and complete, and that the conclusions expressed are legal and accurate, without any false records, misleading statements, or major omissions, and shall bear corresponding legal responsibilities.
Based on the foregoing, the Firm hereby issues the following legal opinion:
Main Text
I. Overview of the Transaction
(I) Overview of the Transaction Plan
1. Overview of the Transaction
The listed company will acquire a 51% stake in Shunyi Technology held by Li Ying Shun, Zhao Jianzhe, Wang Debiao, Hangzhou Yaqige, Bingjing Zhizao, Jiarui Rongfeng, Liaoning Runhe, Shengjing Yingcai, and Liaoning Zhongde by paying cash.
2. Transaction Counterparties
The transaction counterparties are Li Ying Shun, Zhao Jianzhe, Wang Debiao, Hangzhou Yaqige, Bingjing Zhizao, Jiarui Rongfeng, Liaoning Runhe, Shengjing Yingcai, and Liaoning Zhongde.
3. Transaction Subject Matter
The subject matter of this transaction is the 51.00% equity interest in Shunyi Technology held by Li Ying Shun, Zhao Jianzhe, Wang Debiao, Hangzhou Yaqige, Bingjing Zhizao, Jiarui Rongfeng, Liaoning Runhe, Shengjing Yingcai, and Liaoning Zhongde, totaling 9 transaction counterparties.
4. Valuation and Transaction Price
According to the "Asset Valuation Report" (Huachen Pingbao Zi [2026] No. 0185) issued by Tianjian Huachen, the total equity value of the target company is RMB 83,657.74 million. After negotiation among the parties, the transaction valuation for 100% of the target company's shares was determined with reference to the valuation result at RMB 83,600.00 million, and the transaction price for 51.00% of the shares is RMB 42,636.00 million.