Introduction
Fujian Tianheng United (Fuzhou) Law Firm has been entrusted by Fujian Sanmu Group Co., Ltd. (hereinafter referred to as "the Company") to appoint its lawyers to attend the Company's first extraordinary shareholders' meeting in 2026 (hereinafter referred to as "the Meeting") and to issue this legal opinion based on the provisions of the Company Law of the People's Republic of China, the Securities Law of the People's Republic of China, the Rules for Shareholders' Meetings of Listed Companies issued by the China Securities Regulatory Commission, the Listing Rules of the Shenzhen Stock Exchange, and the Implementation Rules for Online Voting at Shareholders' Meetings of Listed Companies on the Shenzhen Stock Exchange, as well as the Articles of Association of Fujian Sanmu Group Co., Ltd. (hereinafter referred to as "the Articles of Association"). This opinion is issued in accordance with recognized business standards, ethical norms, and the spirit of diligence and responsibility in the legal profession, based on the lawyer's declaration matters.
Lawyer's Declaration
The law firm and its lawyers have strictly fulfilled their statutory duties in accordance with the Securities Law of the People's Republic of China, the Administrative Measures for Securities Legal Services by Law Firms, and the Practice Rules for Securities Legal Services by Law Firms (Trial), and have conducted sufficient verification of facts that occurred or existed prior to the issuance date of this legal opinion. They ensure that the facts recognized in this legal opinion are true, accurate, and complete, and that the conclusions drawn are legal and accurate, without any false records, misleading statements, or significant omissions, and bear corresponding legal responsibilities. The lawyers have verified the following guarantees provided by the Company and based these guarantees as the premise and basis for issuing this legal opinion: the documents and materials provided by the Company to the lawyers (including but not limited to the resolutions of the ninth meeting of the eleventh board of directors, the notice of the Meeting, relevant announcement documents, the shareholder register on the record date for the Meeting, and the Articles of Association) and oral statements are true, accurate, complete, and valid; the copies of the provided documents are consistent with the originals, and the signatures and seals on all provided documents are authentic and valid; the Company has provided all documents related to the Meeting and disclosed all facts related to the Meeting without any concealment, omission, falsehood, or misleading information.