Sichuan Discovery Law Firm (hereinafter referred to as "this firm") has been entrusted by Sichuan Lutianhua Co., Ltd. (hereinafter referred to as "the company") to issue this legal opinion in accordance with the Securities Law of the People's Republic of China (hereinafter referred to as "the Securities Law"), the Company Law of the People's Republic of China (hereinafter referred to as "the Company Law"), the Rules for Shareholders' Meetings of Listed Companies issued by the China Securities Regulatory Commission (hereinafter referred to as "the Shareholders' Meeting Rules"), and other relevant laws, administrative regulations, rules, and normative documents currently in effect within the territory of the People's Republic of China (hereinafter referred to as "China"), excluding the Hong Kong Special Administrative Region, the Macao Special Administrative Region, and Taiwan Province for the purposes of this legal opinion. This firm appointed lawyers to attend the second extraordinary shareholders' meeting of the company held on May 29, 2026 (hereinafter referred to as "this meeting") and issued this legal opinion regarding matters related to this meeting.
To issue this legal opinion, the lawyers of this firm reviewed the following documents provided by the company, including but not limited to:
- The Articles of Association of Sichuan Lutianhua Co., Ltd. approved at the company's 2024 annual shareholders' meeting (hereinafter referred to as "the Articles of Association");
- The announcement of the resolutions of the 19th temporary meeting of the 8th Board of Directors published by the company on April 30, 2026, in the China Securities Journal, Securities Times, and on the official website of the Shenzhen Stock Exchange (www.szse.cn), as well as other media designated by the China Securities Regulatory Commission for information disclosure;
- The notice of the second extraordinary shareholders' meeting published by the company on April 30, 2026, in the China Securities Journal, Securities Times, and on the official website of the Shenzhen Stock Exchange (www.szse.cn) (hereinafter referred to as "the Meeting Notice");
- The shareholder register as of the record date for this meeting;
- The attendance registration records and supporting documents of shareholders present at the meeting;
- The statistical results of the online voting for this meeting provided by Shenzhen Securities Information Co., Ltd.;
- The proposals for this meeting and related announcement documents;
- Other meeting documents related to this meeting.
The company has assured this firm that it has disclosed all facts that could affect the issuance of this legal opinion and has provided all original written materials, copies, and commitments required by this firm for the issuance of this legal opinion, without any concealment, false statements, or significant omissions. The documents and materials provided by the company to this firm are true, accurate, complete, and valid, and if the documents are copies or reproductions, they are consistent with the originals.
In this legal opinion, this firm only expresses opinions on the convening and holding procedures of this meeting, the qualifications of the attendees, the qualifications of the convener, and whether the voting procedures and results comply with relevant laws, administrative regulations, the Shareholders' Meeting Rules, and the Articles of Association. This firm does not express opinions on the content of the proposals reviewed at this meeting or the truthfulness and accuracy of the facts or data presented in such proposals. This firm only expresses opinions based on the currently effective laws and regulations within China and does not express opinions based on any foreign laws.