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Beijing Guofeng Law Firm

About Huahai Qingke Co., Ltd

of the 4th Extraordinary General Meeting of Shareholders in 2024

Legal Opinions

Guofeng Law Stock [2024] No. A0603

To: Huahai Qingke Co., Ltd. (your company)

Grandway Law Firm (hereinafter referred to as the "Firm") is entrusted by your company to appoint a lawyer to attend and witness the fourth extraordinary general meeting of shareholders of your company in 2024 (hereinafter referred to as the "Meeting").

Our lawyers are in accordance 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 for the General Meeting of Shareholders of Listed Companies (hereinafter referred to as the "Rules of the General Meeting of Shareholders"), the Administrative Measures for Law Firms Engaging in Securities Legal Business (hereinafter referred to as the "Administrative Measures for Securities Legal Business"), and the Practice Rules for Securities Legal Business of Law Firms (for Trial Implementation) (hereinafter referred to as the "Securities Legal Business Practice Rules") and other relevant laws, administrative regulations, rules, normative documents and the Articles of Association of Huahai Qingke Co., Ltd. (hereinafter referred to as the "Articles of Association"), on the convening and convening procedures of the meeting, the qualifications of the convener, the qualifications of the persons attending the meeting, the voting procedures and voting results of the meeting, etc., this legal opinion is issued.

Regarding the issuance of this legal opinion, our lawyers make the following statement:

1. The lawyers of the firm only express opinions on the convening and convening procedures of the meeting, the qualifications of the convener and the attendees of the on-site meeting, the voting procedures of the meeting and the legality of the voting results, and do not express opinions on the authenticity, accuracy and completeness of the content of the proposals considered at the meeting and the authenticity, accuracy and completeness of the facts or data expressed in the proposals;

2. The lawyers of the firm cannot witness the online voting process, and the shareholders who participated in the online voting of this meeting

The qualifications and online voting results shall be certified by the corresponding stock exchange trading system and Internet voting system;

3. In accordance with the requirements of the Rules of the General Meeting of Shareholders, the lawyers of the firm have carried out the necessary verification and verification of the relevant matters involved in the meeting of your company, and the conclusive opinions issued are legal and accurate, and there are no false records, misleading statements or major omissions;

4. This legal opinion is only for the purpose of this meeting of your company, and shall not be used for any other purpose. Our lawyers agree to announce this legal opinion together with the resolution of this meeting.

In accordance with the requirements of relevant laws, administrative regulations, rules and normative documents such as the Company Law, the Securities Law, the Rules of the General Meeting of Shareholders, the Measures for the Administration of Securities Legal Business, the Rules for the Practice of Securities Legal Business, and other relevant laws, administrative regulations, rules and normative documents, and in accordance with the recognized business standards, ethics and diligence of the lawyer industry, the lawyers of the firm have verified and verified the relevant documents and related matters provided by your company, and hereby issue the following legal opinions:

1. Procedures for convening and convening this meeting

(1) The convening of this meeting

After inspection, this meeting was decided to be convened by the sixth meeting of the second board of directors of your company and convened by the board of directors. On November 30, 2024, the board of directors of your company publicly released the "Notice of Huahai Qingke Co., Ltd. on Convening the Fourth Extraordinary General Meeting of Shareholders in 2024" (hereinafter referred to as the "Meeting Notice") on the website of the Shanghai Stock Exchange (www.sse.com.cn) and the "China Securities Journal", "Shanghai Securities News", "Securities Times" and "Securities Daily", which set out the time, place, voting method, deliberation matters, attendees, Matters such as the share registration date and the method of meeting registration.

(2) The convening of this meeting

Your company's meeting was held in a combination of on-site voting and online voting.

The on-site meeting of this meeting was held on December 17, 2024 in Conference Room 2102, Building 2, No. 11, Juxing Road, Xianshuigu Town, Jinnan District, Tianjin, and was presided over by Lu Xinchun, chairman of your company. The meeting was voted online through the online voting system of the general meeting of shareholders of the Shanghai Stock Exchange, which was voted through the trading system

The voting time is 9:15-9:25, 9:30-11:30, 13:00-15:00 on December 17, 2024, and the voting time through the Internet voting platform is 9:15-15:00 on December 17, 2024.

After inspection, the time, place, method and content of your company's meeting are consistent with the relevant content contained in the meeting notice.

To sum up, the convening and convening procedures of this meeting of your company comply with the provisions of laws, administrative regulations, rules, normative documents, the Rules of the General Meeting of Shareholders and the Articles of Association.

2. Qualifications of the convener and participants of the meeting

The convener of this meeting is the board of directors of your company, which meets the qualifications of the convener stipulated in laws, administrative regulations, rules, normative documents, the rules of the general meeting of shareholders and the articles of association of the company.

According to the supporting documents of the shareholders attending the meeting on the spot to open a stock account, relevant identity documents, the power of attorney of the shareholders submitted by the shareholders' agents and their valid identity documents, the statistical results of the online voting fed back by Shanghai Securities Information Co., Ltd., the register of shareholders as of the equity registration date of this meeting, and the inspection and confirmation by your company and our lawyers, a total of 122 shareholders (shareholders' agents) voted on-site and online at this meeting, representing 129,172,702 shares. 54.6581% of the total number of voting shares of your company.

In addition to your company's shareholders (shareholders' representatives), the meeting also includes your company's directors, supervisors, senior management and our lawyers.

After inspection, the qualifications of the above-mentioned on-site meeting attendees comply with the provisions of laws, administrative regulations, rules, normative documents, the Rules of the General Meeting of Shareholders and the Articles of Association, and are legal and valid; The above-mentioned shareholder qualifications to participate in online voting have been certified by the Shanghai Stock Exchange trading system and the Internet voting system.

3. Voting procedures and voting results of the meeting

After inspection, the meeting in accordance with the provisions of laws, administrative regulations, rules, normative documents, the rules of the general meeting of shareholders and the articles of association, the proposal listed in the notice of the meeting that has been announced by your company was deliberated, and the voting results are as follows:

(1) Voted and passed the "Proposal on Changing the Company's Directors"

approved 129,030,222 shares, representing 99.8897% of the valid voting rights held by shareholders (shareholders' representatives) attending the meeting;

against 136,976 shares, representing 0.1060% of the valid voting rights held by shareholders (shareholders' representatives) present at the meeting;

5,504 shares were abstained, representing 0.0043% of the valid voting rights held by shareholders (shareholders' representatives) present at the meeting.

Chen Taiquan was elected as a director of the second board of directors of your company.

(2) Voted and passed the "Proposal on Changing the Company's Supervisors"

approved 128,904,749 shares, representing 99.7926% of the valid voting rights held by shareholders (shareholders' representatives) attending the meeting;

against 262,149 shares, representing 0.2029% of the valid voting rights held by shareholders (shareholders' representatives) present at the meeting;

5,804 shares were abstained, representing 0.0045% of the valid voting rights held by shareholders (shareholders' representatives) present at the meeting.

Li Quanbin was elected as a supervisor of the second board of supervisors of your company.

(3) Voted and passed the "Proposal on Changing and Modifying the Registered Capital<公司章程>"

approved 129,155,834 shares, representing 99.9869% of the valid voting rights held by shareholders (shareholders' representatives) attending the meeting;

against 11,964 shares, representing 0.0093% of the valid voting rights held by shareholders (shareholders' representatives) attending the meeting;

4,904 shares were abstained, representing the valid voting rights held by shareholders (shareholders' representatives) attending the meeting

0.0038%。

(4) Voted and passed the "Proposal on Amendment<独立董事工作制度>"

approved 125,835,279 shares, representing 97.4163% of the valid voting rights held by shareholders (shareholders' representatives) attending the meeting;

against 3,332,519 shares, representing 2.5799% of the valid voting rights held by shareholders (shareholders' representatives) attending the meeting;

4,904 shares were abstained, representing 0.0038% of the valid voting rights held by shareholders (shareholders' representatives) present at the meeting.

(5) Voted and passed the "Proposal on the Renewal of the Appointment of Auditors in 2024"

approved 129,096,702 shares, representing 99.9412% of the valid voting rights held by shareholders (shareholders' representatives) attending the meeting;

against 67,939 shares, representing 0.0526% of the valid voting rights held by shareholders (shareholders' representatives) present at the meeting;

8,061 shares were abstained, representing 0.0062% of the valid voting rights held by shareholders (shareholders' representatives) attending the meeting.

(6) Voted and passed the "Proposal on Signing <金融服务协议>and Daily Related Party Transactions with Tianfu Qingyuan Holding Group Finance Co., Ltd."

approved 59,659,153 shares, accounting for 95.5763% of the valid voting rights held by non-affiliated shareholders (shareholders' representatives) attending the meeting;

against 2,756,372 shares, representing 4.4158% of the valid voting rights held by non-affiliated shareholders (shareholders' representatives) attending the meeting;

4,904 shares were abstained, representing 0.0079% of the valid voting rights held by non-affiliated shareholders (shareholders' representatives) attending the meeting.

Qingkong Venture Capital Co., Ltd., a related shareholder who attended the meeting, abstained from voting.

The firm's lawyers, the shareholder representatives elected on the spot and the supervisor representatives are jointly responsible for counting and scrutinizing the votes. The voting votes at the on-site meeting shall be counted on the spot, and the final voting results shall be made public after being combined with the online voting results and the final voting results

Cloth. Among them, your company will count the votes of small and medium-sized investors on the relevant proposals separately, and disclose the voting results separately.

After inspection, the above (1) and (2) proposals have been passed by more than half of the valid voting rights held by shareholders (shareholders' representatives) attending the meeting, Chen Taiquan was elected as a director of the second board of directors of your company, and Li Quanbin was elected as a supervisor of the second board of supervisors of your company; The above proposal (3) has been passed by more than two-thirds of the valid voting rights held by shareholders (shareholders' representatives) attending the meeting; The above proposals (4) and (5) have been passed by more than half of the valid voting rights held by shareholders (shareholders' representatives) attending the meeting; The above proposal (6) has been passed by more than half of the valid voting rights held by non-affiliated shareholders (shareholders' representatives) attending the meeting.

To sum up, the voting procedures and voting results of this meeting comply with the provisions of laws, administrative regulations, rules, normative documents, the Rules of the General Meeting of Shareholders and the Articles of Association, and are legal and valid.

Concluding observations

To sum up, our lawyers believe that the convening and convening procedures of this meeting of your company comply with the provisions of laws, administrative regulations, rules, normative documents, the Rules of the General Meeting of Shareholders and the Articles of Association, and the qualifications of the convener and participants of the meeting, as well as the voting procedures and voting results of this meeting are legal and valid.

This legal opinion shall be issued in duplicate.