Shaoneng Shares: Beijing Kangda (Guangzhou) Law Firm’s legal opinion on the fifth extraordinary shareholders’ meeting of Guangdong Shaoneng Group Co., Ltd. in 2026

legal opinion

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Beijing Kangda (Guangzhou) Law Firm

About Guangdong Shaoneng Group Co., Ltd.

Legal Opinion on the Fifth Extraordinary Shareholders Meeting in 2026

Kangda (Guangzhou) Stock Exchange [2026] No. 0056 To: Guangdong Shaoneng Group Co., Ltd.

Beijing Kangda (Guangzhou) Law Firm (hereinafter referred to as the "firm") accepted the entrustment of Guangdong Shaoneng Group Co., Ltd. (hereinafter referred to as the "company") and assigned its lawyers to participate in the company's fifth extraordinary shareholders' meeting in 2026 (hereinafter referred to as the "meeting").

Our lawyers comply with the Company Law of the People's Republic of China (hereinafter referred to as the "Company Law"), the Securities Law of the People's Republic of China (hereinafter referred to as the "Securities Law"), the Rules of Shareholders' Meetings of Listed Companies (hereinafter referred to as the "Shareholders' Meeting Rules"), and the Shenzhen Stock Exchange The "Implementation Rules for Online Voting of Shareholders' Meetings of Listed Companies" and the "Articles of Association of Guangdong Shaoneng Group Co., Ltd." (hereinafter referred to as the "Articles of Association") and other provisions provide legal opinions on the convening and holding procedures of this meeting, the qualifications of the convener and attendees, the voting procedures and the voting results.

Regarding this legal opinion, our firm and our lawyers would like to make the following statement:

1. In this legal opinion, our firm and our lawyers only verify and witness and issue legal opinions on the convening and convening procedures of this meeting, the qualifications of the convener and attendees, the voting procedures and the voting results, and do not assume any responsibility for the completeness, authenticity and accuracy of the content of this meeting and the facts and data involved.

Legal opinions are expressed in written form.

2. Our firm and our lawyers have strictly performed their statutory duties in accordance with the provisions of the Securities Law, the Administrative Measures for Law Firms Engaging in Securities Legal Business, and the Rules for the Practice of Securities Legal Business of Law Firms (Trial), as well as the facts that have occurred or existed before the date of issuance of this legal opinion. Following the principles of diligence and good faith, we have conducted sufficient verification and verification to ensure that the facts identified in this legal opinion are true, accurate, and complete, and that the concluding opinions expressed are legal and accurate, and there are no false records, misleading statements, or major omissions, and we shall bear corresponding legal liability for this.

3. The company has guaranteed and promised to the firm and its lawyers that the documents, materials, instructions and other information related to this meeting released or provided by it are true, accurate and complete, and the relevant copies or photocopies are consistent with the originals. There are no false records, misleading statements or major omissions in the documents released or provided.

4. Our firm and our lawyers agree to announce this legal opinion as a necessary document for this meeting of the company. No one may use it for any other purpose without the prior written consent of our firm and our lawyers.

Based on the above, in accordance with the requirements of relevant laws, administrative regulations, departmental rules and normative documents, and in accordance with the business standards, ethics and diligence and diligence recognized by the lawyer industry, our lawyers issued the following legal opinions:

1. Convening and convening procedures of this meeting

(1) Convening of this meeting

This meeting was held with the approval of the 47th extraordinary meeting of the 11th Board of Directors of the company.

The company published the "Notice of Guangdong Shaoneng Group Co., Ltd. on convening the fifth extraordinary shareholders' meeting in 2026" on the cninfo.com (www.cninfo.com.cn) on August 24, 2026. Within the legal period, it announced the time and place of the shareholders' meeting, the resolutions to be considered at the meeting, the qualifications of those attending the meeting, meeting registration matters, voting methods and procedures and other related matters.

(2) Convening of this meeting

This meeting will be held through a combination of on-site meetings and online voting.

The on-site meeting of this meeting was held as scheduled at 14:30 pm on September 8, 2026, in the company's conference room on the 25th floor, No. 16 Wujiang Avenue Middle, Wujiang District, Shaoguan City, Guangdong Province, and was chaired by Chairman Hu Qijin.

The online voting time for this meeting is September 8, 2026. The online voting time through the Shenzhen Stock Exchange trading system is: September 8, 2026, 9:15-9:25 am, 9:30-11:30,

Legal opinion 13:00-15:00 pm; online voting through the Shenzhen Stock Exchange Internet voting system is from 9:15 am on September 8, 2026 to 15:00 pm on the same day.

After verification by our lawyers, the actual time, location, procedures, and matters to be considered at the shareholders' meeting were consistent with the relevant content in the meeting notice.

To sum up, our lawyers believe that the convening and holding procedures of this meeting are in compliance with the provisions of the Company Law, the Rules of Shareholders Meeting and other laws, administrative regulations, departmental rules, normative documents and the Articles of Association.

2. Qualifications of convener and attendees

(1) Convener of this meeting

The convener of this meeting is the company's board of directors, which complies with the provisions of the Company Law, Shareholders' Meeting Rules and other laws, administrative regulations, departmental rules, normative documents and the Articles of Association.

(2) Shareholders and shareholders’ agents attending this meeting

A total of 652 shareholders and shareholders' proxies attended the meeting, representing 255,655,293 shares, accounting for 24.0258% of the company's total voting shares.

1. Shareholders and shareholders’ agents attending the on-site meeting

According to the shareholder list provided by China Securities Depository and Clearing Co., Ltd. Shenzhen Branch, the identity certificates of shareholders and shareholder agents attending this meeting, power of attorney and other information, a total of 7 shareholders and shareholder agents attended the on-site meeting, representing 234,570,949 shares, accounting for 22.0444% of the company’s total voting shares.

The owners of the above shares are the shareholders of the company registered with the Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. as of the market close on September 1, 2026.

2． Shareholders participating in online voting

According to data provided by Shenzhen Securities Information Co., Ltd., a total of 645 shareholders participated in online voting at this meeting, representing 21,084,344 shares, accounting for 1.9814% of the company's total voting shares.

The identities of the above-mentioned shareholders participating in online voting will be verified by Shenzhen Securities Information Co., Ltd.

3． Small and medium investors and shareholders attending this meeting

At this meeting, a total of 645 small and medium-sized investor shareholders attended the on-site meeting or participated in online voting, representing 21,084,344 shares, accounting for 1.9814% of the company's total voting shares.

legal opinion

(3) Other persons attending or attending on-site meetings

In this meeting, other persons attending or attending the on-site meeting included some of the company’s directors, senior managers, and lawyers of the firm.

To sum up, our lawyers believe that the convener and attendees of this meeting are in compliance with the provisions of relevant laws, administrative regulations, departmental rules, normative documents and the Articles of Association, and the qualifications of these personnel are legal and valid.

3. Voting procedures and results of this meeting

(1) Voting procedures for this meeting

This meeting will be held through a combination of on-site meetings and online voting. The on-site meeting voted on the proposals listed in the meeting notice and announcement by written vote, and the votes were counted and supervised by shareholder representatives and lawyers of the firm. The statistical results of online voting are provided to the company by Shenzhen Securities Information Co., Ltd. After the written voting and online voting at the on-site meeting ended, the scrutineers and counters of this meeting combined the two results.

(2) Voting results of this meeting

The voting results of this meeting are as follows:

1.00 "Proposal on Amending the "External Guarantee Management System of Guangdong Shaoneng Group Co., Ltd.""

The voting results of the motion were: 242,769,061 shares were in favor, accounting for 94.9595% of the total number of shares with valid voting rights present at this shareholders' meeting; 11,434,732 shares were opposed, accounting for 4.4727% of the total number of shares with valid voting rights present at this shareholders' meeting; 1,451,500 shares were abstained, accounting for 0.5678% of the total number of shares with valid voting rights present at this shareholders' meeting.

Among them, the voting results of the small and medium-sized investor shareholders on this proposal were: 8,198,112 shares were approved, accounting for 38.8825% of the total number of shares with valid voting rights of small and medium-sized shareholders attending this shareholders’ meeting; 11,434,732 shares were opposed, accounting for 54.2333% of the total number of shares with valid voting rights of small and medium-sized shareholders attending this shareholders’ meeting; 1,451,500 abstentions shares, accounting for 6.8842% of the total number of shares with valid voting rights for small and medium-sized shareholders attending this shareholders’ meeting.

Voting result: Passed.

2.00 "Proposal on the Company's Compliance with the Conditions for Non-Public Issuance of Corporate Bonds"

The voting result of the proposal was: 248,524,993 shares were approved, accounting for the valid voting rights present at this shareholders’ meeting.

97.2110% of the total number of shares with legal opinions; 5,656,700 shares opposed, accounting for 2.2126% of the total number of shares with valid voting rights attending this shareholders' meeting; 1,473,600 shares abstained, accounting for 0.5764% of the total number of shares with valid voting rights present at this shareholders' meeting.

Among them, the voting results of small and medium investor shareholders on this proposal were: 13,954,044 shares were in favor, accounting for 66.1820% of the total number of shares with valid voting rights of small and medium shareholders attending this shareholders’ meeting; 5,656,700 shares were opposed, accounting for 26.8289% of the total number of shares with valid voting rights of small and medium shareholders attending this shareholders’ meeting; 1,473,600 abstentions shares, accounting for 6.9891% of the total number of shares with valid voting rights for small and medium-sized shareholders attending this shareholders' meeting.

Voting result: Passed.

3.00 "Proposal on the Non-public Issuance of Corporate Bonds Plan"

The voting results of the motion were: 248,503,993 shares were in favor, accounting for 97.2028% of the total number of shares with valid voting rights present at this shareholders' meeting; 5,670,200 shares were opposed, accounting for 2.2179% of the total number of shares with valid voting rights present at this shareholders' meeting; 1,481,100 shares were abstained, accounting for 0.5793% of the total number of shares with valid voting rights present at this shareholders' meeting.

Among them, the voting results of small and medium-sized investors shareholders on this proposal were: 13,933,044 shares were in favor, accounting for 66.0824% of the total number of shares with valid voting rights of small and medium-sized shareholders attending this shareholders’ meeting; 5,670,200 shares were opposed, accounting for 26.8929% of the total number of shares with valid voting rights of small and medium-sized shareholders attending this shareholders’ meeting; 1,481,100 abstentions shares, accounting for 7.0247% of the total number of shares with valid voting rights for small and medium-sized shareholders attending this shareholders’ meeting.

Voting result: Passed.

4.00 "Proposal on requesting the shareholders' meeting to authorize the board of directors to handle matters related to this non-public issuance of corporate bonds"

The voting results of the motion were: 248,528,593 shares were in favor, accounting for 97.2124% of the total number of shares with valid voting rights present at this shareholders' meeting; 5,653,100 shares were opposed, accounting for 2.2112% of the total number of shares with valid voting rights present at this shareholders' meeting; 1,473,600 shares were abstained, accounting for 0.5764% of the total number of shares with valid voting rights present at this shareholders' meeting.

Among them, the voting results of the small and medium-sized investor shareholders on this proposal were: 13,957,644 shares were in favor, accounting for 66.1991% of the total number of shares with valid voting rights of small and medium-sized shareholders attending this shareholders' meeting; 5,653,100 shares were opposed, accounting for 26.8118% of the total number of shares with valid voting rights of small and medium-sized shareholders attending this shareholders' meeting; 1,473,600 abstentions shares, accounting for 6.9891% of the total number of shares with valid voting rights for small and medium-sized shareholders attending this shareholders' meeting.

Legal opinion voting result: passed.

According to the aforementioned voting results, all proposals reviewed at this shareholders' meeting were reviewed and approved by the shareholders' meeting; the above proposals will be counted separately for small and medium-sized investors.

To sum up, our lawyers believe that the voting procedures, voting methods and voting results of this meeting are in compliance with relevant laws, administrative regulations, departmental rules, normative documents and the Articles of Association, and the voting results are legal and valid.

4. Conclusions

Our lawyers believe that the convening and convening procedures of this meeting, the qualifications of the convener and attendees, as well as the voting procedures, voting methods and voting results are in compliance with the provisions of the "Company Law", "Shareholders' Meeting Rules" and other laws, administrative regulations, departmental rules, normative documents and the "Articles of Association". The resolution passed by this shareholders' meeting is legal and valid.

This legal opinion is made in triplicate and has the same legal effect.

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Legal Opinion (This page has no text, but is the signature page of the "Legal Opinion of Beijing Kangda (Guangzhou) Law Firm on the Fifth Extraordinary Meeting of Shareholders of Guangdong Shaoneng Group Co., Ltd. in 2026")

Beijing Kangda (Guangzhou) Law Firm Witnessing Lawyer:

Person in charge: Wang Xuechen Wang Xuechen

Lin Yingling

September 8, 2026