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Zhong Lun Law Firm
Supplementary Legal Opinion (III) on the Issuance of Shares to Purchase Assets and Raise Supporting Funds and Related Party Transactions of Chongqing Xinlv Era Technology Co., Ltd.
June 2026
Table of Contents
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Plan for this transaction 6
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Subject qualifications of relevant parties to this transaction 8
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Approvals and authorizations for this transaction 10
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Assets proposed for purchase in this transaction 11
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Handling of creditor's rights and debts involved in this transaction 22
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Relevant agreements for this transaction 23
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Related party transactions and horizontal competition involved in this transaction 23
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Disclosure and reporting obligations for this transaction 24
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Substantive conditions for this transaction 25
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Qualifications of securities service institutions participating in this transaction 25
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Verification of key audit points for this transaction 25
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Conclusion 32
To: Chongqing Xinlv Era Technology Co., Ltd.
Zhong Lun Law Firm (hereinafter referred to as "this Firm") was engaged by Chongqing Xinlv Era Technology Co., Ltd. (hereinafter referred to as "Xinlv Era," "the Company," or "the Listed Company") to serve as the special legal counsel for the Listed Company's issuance of shares to purchase assets and raise supporting funds and related party transactions (hereinafter referred to as "this Transaction").
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 Material Asset Restructuring of Listed Companies, the Administrative Measures for the Registration of Securities Issuance by Listed Companies, the Continuous Supervision Measures for Listed Companies on the ChiNext Market (Trial), the Rules for the Review of Material Asset Restructuring of Listed Companies on the Shenzhen Stock Exchange, the Guidelines for Information Disclosure and Format of Companies Offering Securities to the Public No. 26—Material Asset Restructuring of Listed Companies, the Rules Governing the Listing of Stocks on the ChiNext Market of the Shenzhen Stock Exchange, the Administrative Measures for Law Firms Engaging in Securities Legal Business, the Practice Rules for Law Firms Engaging in Securities Legal Business (Trial), and other relevant laws, regulations, and normative documents of the China Securities Regulatory Commission and the Shenzhen Stock Exchange, this Firm's lawyers have, in accordance with recognized professional standards, ethical norms, and the spirit of diligence and responsibility, issued the "Legal Opinion of Zhong Lun Law Firm on the Issuance of Shares to Purchase Assets and Raise Supporting Funds and Related Party Transactions of Chongqing Xinlv Era Technology Co., Ltd." (hereinafter referred to as the "Legal Opinion"), the "Supplementary Legal Opinion (I) of Zhong Lun Law Firm..." (hereinafter referred to as "Supplementary Legal Opinion (I)"), and the "Supplementary Legal Opinion (II) of Zhong Lun Law Firm..." (hereinafter referred to as "Supplementary Legal Opinion (II)"), collectively referred to as the "Original Legal Opinions."
Because the reporting period for this Transaction has been updated to January 1, 2024, to December 31, 2025, the Lixin Certified Public Accountants (Special General Partnership) engaged by the Listed Company has audited the financial statements of the target company for the period from January 1, 2024, to December 31, 2025, and issued the "Audit Report and Financial Statements of Dongguan Honglian Electronics Co., Ltd. from January 1, 2024, to December 31, 2025" (Xin Kuai Shi Bao Zi [2026] No. ZB50662). Based on further verification of the aforementioned matters and updates, this Firm's lawyers have issued this Supplementary Legal Opinion (III) to update the disclosures in the Original Legal Opinions.