Legal Opinion from Hubei Ruitong Tianyuan Law Firm
Hubei Ruitong Tianyuan Law Firm's legal opinion on Zhongbai Holdings Group Co., Ltd.'s first extraordinary shareholders' meeting of 2026.
To: Zhongbai Holdings Group Co., Ltd.
Hubei Ruitong Tianyuan Law Firm (hereinafter referred to as "this firm") has been entrusted by Zhongbai Holdings Group Co., Ltd. (hereinafter referred to as "the Company") to appoint a witnessing lawyer to attend the first extraordinary shareholders' meeting of Zhongbai Holdings Group Co., Ltd. in 2026 (hereinafter referred to as "this meeting"), to witness the legality of this meeting and issue a legal opinion.
This legal opinion is issued based on the "Company Law of the People's Republic of China" (hereinafter referred to as "Company Law"), "Securities Law of the People's Republic of China" (hereinafter referred to as "Securities Law"), "Rules for Shareholders' Meetings of Listed Companies," and the "Articles of Association of Zhongbai Holdings Group Co., Ltd." (hereinafter referred to as "Articles of Association"), as well as other relevant laws, regulations, and normative documents.
To issue this legal opinion, the lawyers of this firm reviewed the relevant documents and materials of the Company's shareholders' meeting. The lawyers of this firm received the following assurances from the Company: the Company has provided all materials deemed necessary for issuing this legal opinion, and the original materials, copies, and other documents provided by the Company are true, accurate, and complete, with copies consistent with the original materials.
In this legal opinion, the lawyers of this firm express opinions only on the convening, holding procedures, qualifications of attendees, qualifications of the convener, voting procedures, and whether the voting results comply with the provisions of the "Company Law," "Rules for Shareholders' Meetings of Listed Companies," and the Articles of Association. They do not express opinions on the content of the proposals discussed at the meeting or the authenticity and accuracy of the facts or data presented in these proposals. This legal opinion is for the relevant purposes of the Company's shareholders' meeting and may not be used for any other purposes.
The lawyers of this firm have verified and validated the relevant documents and facts provided by the Company in accordance with legal requirements, recognized business standards, ethical norms, and the spirit of diligence and responsibility, and issue the following legal opinions:
1. Convening Procedures of This Shareholders' Meeting
The 15th meeting of the 11th Board of Directors of the Company made a resolution to convene this shareholders' meeting. The Company’s Board of Directors published the "Notice of the First Extraordinary Shareholders' Meeting of 2026" on January 31, 2026, in "China Securities Journal," "Securities Times," "Shanghai Securities Journal," and on the Giant Tide Information Network. Upon verification, the notice specified the convener of the meeting, the time, content, venue of the meeting, voting methods, matters for discussion, and the registration methods for shareholders entitled to attend the meeting, as well as the contact information of the Company. The lawyers of this firm believe that the convening procedures and the notice of this shareholders' meeting comply with relevant laws, regulations, normative documents, and the Articles of Association.