JunHe Law Offices (hereinafter referred to as "this firm") has been entrusted by Jin Fang Energy Group Co., Ltd. (hereinafter referred to as "the Company") to issue this legal opinion regarding the second extraordinary shareholders' meeting of the Company in 2026 (hereinafter referred to as "this shareholders' meeting"). This legal opinion addresses the legality of the convening and holding procedures of this shareholders' meeting, the qualifications of attendees, the qualifications of the convener, the voting procedures, and the legality of the voting results, without commenting on the content of the proposals or the authenticity, accuracy, or legality of the related facts or data presented in the proposals.
For the purpose of issuing this legal opinion, this firm has reviewed the relevant documents provided by the Company and obtained the following assurances from the Company: the Company has provided all necessary, true, and complete written materials, copies, or oral testimonies required for this legal opinion, with no omissions or concealments; the documents provided and the signatures and seals on the documents are authentic; the documents and the facts described therein are true, accurate, and complete. For facts that are crucial to this legal opinion but cannot be independently verified, this firm relies on certificates issued by relevant government departments or other institutions, or explanations or confirmations provided by the Company or other parties.
This legal opinion is intended solely for the purpose of witnessing the legality of matters related to this shareholders' meeting, and no one may use it for any other purpose without the written consent of this firm.
To issue this legal opinion, this firm has appointed lawyers to attend this shareholders' meeting and witness the proceedings. This 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 Law Firms Engaging in Securities Legal Business," and the "Trial Implementation Rules for Law Firms' Securities Legal Business," and have conducted thorough verification to ensure that the facts recognized in this legal opinion are true, accurate, and complete, and that the conclusions drawn are legal and accurate, with no false records, misleading statements, or significant omissions, and bear corresponding legal responsibilities.
Based on the above, this firm expresses the following legal opinions regarding the facts that occurred on or before the date of this legal opinion:
1. Regarding the convening and holding of this shareholders' meeting
(1) Convening of this shareholders' meeting
According to the announcement of the resolution of the 20th meeting of the 4th Board of Directors of the Company on January 7, 2026, and the "Notice of the Second Extraordinary Shareholders' Meeting of Jin Fang Energy Group Co., Ltd." (hereinafter referred to as "the Notice of the Shareholders' Meeting"), this shareholders' meeting was convened by the Company's Board of Directors, which has made a resolution in this regard. Therefore, the convening procedure of this shareholders' meeting complies with the relevant provisions of the "Company Law," the "Articles of Association," and the "Rules of Procedure for Shareholders' Meetings."
(2) Notice of this shareholders' meeting
According to the Notice of the Shareholders' Meeting, the Company's Board of Directors has notified all shareholders of the convening of this shareholders' meeting 15 days in advance by announcement. The content of the Notice includes the meeting time, location, method, convener, agenda items for discussion, record date, and methods for registration, with the record date not exceeding 7 working days from the meeting date. Therefore, the notice procedure of this shareholders' meeting complies with the relevant provisions of the "Company Law," the "Articles of Association," and the "Rules of Procedure for Shareholders' Meetings."