Legal Opinion from Beijing Jin Du Law Firm on the 2025 Annual Shareholders' Meeting of Jizhong Energy Co., Ltd.
To: Jizhong Energy Co., Ltd.
Beijing Jin Du Law Firm (hereinafter referred to as "this firm") has been entrusted by Jizhong Energy 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 "Securities Law"), the Company Law of the People's Republic of China (hereinafter referred to as "Company Law"), and the Rules for Shareholders' Meetings of Listed Companies issued by the China Securities Regulatory Commission (hereinafter referred to as "Shareholders' Meeting Rules"), as well as other applicable laws, administrative regulations, departmental rules, normative documents, and the current effective Articles of Association of Jizhong Energy Co., Ltd. (hereinafter referred to as "Articles of Association") within the territory of the People's Republic of China (including the Hong Kong Special Administrative Region, the Macao Special Administrative Region, and Taiwan Province) for the purpose of issuing this legal opinion.
This firm appointed lawyers to attend the Company's 2025 Annual Shareholders' Meeting (hereinafter referred to as "this Shareholders' Meeting") held on May 28, 2026, and issued this legal opinion regarding matters related to this Shareholders' 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 approved at the Company's third extraordinary shareholders' meeting in 2025;
- The announcement of the resolution of the 20th meeting of the 8th Board of Directors of Jizhong Energy Co., Ltd. published on April 29, 2026, on the Shenzhen Stock Exchange website and other media designated by the China Securities Regulatory Commission;
- The review opinions from the first meeting of the independent directors of Jizhong Energy Co., Ltd. in 2026 published on April 30, 2026;
- The notice of the 2025 Annual Shareholders' Meeting published on April 29, 2026;
- The supplementary notice regarding the addition of temporary proposals for the 2025 Annual Shareholders' Meeting published on May 13, 2026;
- The reminder announcement regarding the 2025 Annual Shareholders' Meeting published on May 26, 2026;
- The shareholder register as of the record date for the Shareholders' Meeting;
- The attendance registration records and supporting materials of shareholders present at the meeting;
- The statistical results of online voting provided by Shenzhen Securities Information Co., Ltd.;
- The proposals for this Shareholders' Meeting and related announcement documents;
- Other meeting documents.
The Company has assured this firm that it has disclosed all facts that could affect the issuance of this legal opinion and provided all original written materials, copies, and commitments required by this firm for issuing this legal opinion, with no concealment, false statements, or significant omissions. The documents and materials provided by the Company 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 Shareholders' Meeting, the qualifications of 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 Shareholders' Meeting or the truthfulness and accuracy of the facts and data presented in those proposals. This firm only expresses opinions based on the current effective laws and regulations within the territory of China and does not express opinions based on any foreign laws.