*ST花王: 北京金杜（杭州）律师事务所关于花王生态工程股份有限公司重大资产购买实施情况之法律意见书

Core Viewpoint - The legal opinion letter issued by Beijing King & Wood Mallesons (Hangzhou) Law Firm confirms the implementation status of the major asset acquisition by Huawang Ecological Engineering Co., Ltd, specifically the cash purchase of 55.50% equity in Anhui Niwei Automotive Power Systems Co., Ltd [1][4][14] Group 1: Transaction Overview - The transaction involves Huawang's wholly-owned subsidiary, Suzhou High-tech Zone Chenshun Haijing Management Consulting Co., Ltd, purchasing a total of 20,096,832 yuan registered capital (50.11% of Niwei's registered capital) from non-state-owned shareholders and 2,160,000 yuan registered capital (5.39% of Niwei's registered capital) from state-owned shareholders through public bidding [5][11] - The total assessed value of 100% equity in Niwei is 1,223.15 million yuan, with the transaction price for the non-state-owned equity set at 601.37 million yuan [6][11] Group 2: Approval and Authorization - The transaction has received necessary approvals from various meetings of Huawang's board and supervisory committee, including resolutions passed on March 14, June 5, August 1, and August 21, 2025 [9][10] - The non-state-owned equity transaction has completed the required approval and authorization procedures, while the state-owned equity transaction still requires additional approvals from the public transfer process [10][14] Group 3: Implementation Status - As of the date of the legal opinion, the non-state-owned equity transfer has been completed with the necessary business registration changes, and Huawang's subsidiary holds the 50.11% equity in Niwei [11][12] - The total payment made by the subsidiary for the first three phases of the transaction amounts to 306.70 million yuan, with further payments contingent on the acquisition of financing [11][12] Group 4: Compliance and Commitments - The actual situation of the transaction aligns with previously disclosed information, with no significant discrepancies noted [12][14] - All relevant agreements related to the non-state-owned equity transaction have been fulfilled, and there are no violations of commitments disclosed in the restructuring report [13][14]