Shanghai Junlan Law Firm
Legal Opinion
Regarding the 2025 Annual Shareholders' Meeting of Royalstar Group Co., Ltd.
To: Royalstar Group Co., Ltd.
Pursuant to the "Company Law of the People's Republic of China" (hereinafter referred to as the "Company Law"), the "Securities Law of the People's Republic of China," the "Rules for Shareholders' Meetings of Listed Companies" (hereinafter referred to as the "Shareholders' Meeting Rules"), and other laws, regulations, rules, and normative documents, as well as the "Articles of Association of Royalstar Group Co., Ltd." (hereinafter referred to as the "Articles of Association"), Shanghai Junlan Law Firm (hereinafter referred to as the "Firm") has been entrusted by Royalstar Group Co., Ltd. (hereinafter referred to as the "Company") to appoint lawyers from the Firm to witness the Company's 2025 Annual Shareholders' Meeting (hereinafter referred to as the "Shareholders' Meeting") and to issue this legal opinion on matters such as the convocation, procedures, voting procedures, and voting results of the Shareholders' Meeting.
This legal opinion is for the sole purpose of the Shareholders' Meeting. The Firm's lawyers agree to include this legal opinion in the Company's other information disclosure materials for the Shareholders' Meeting for public announcement.
The Firm's lawyers have conducted necessary investigations and verifications of the matters and relevant documents involved in the Shareholders' Meeting in accordance with the generally accepted professional standards, ethical norms, and the principle of diligence and responsibility in the legal profession, and hereby issue the following legal opinion:
I. Convocation and Procedures of the Shareholders' Meeting
1.1 The Shareholders' Meeting was convened by the Company's Board of Directors.
The Company's Board of Directors held its 20th meeting of the Sixth Board on April 21, 2026, and deliberated and passed the "Proposal on the 2025 Board of Directors' Work Report," the "Proposal on the 2025 President's Work Report," the "Proposal on the Full Text and Summary of the 2025 Annual Report," the "Proposal on the 2025 Internal Control Self-Evaluation Report," the "Proposal on the 2025 Profit Distribution Plan," the "Proposal on the 2025 Environmental, Social, and Governance (ESG) Report," the "Proposal on the 2026 Senior Management Compensation (Allowance) Performance Plan," and the "Proposal on the Use of Idle Funds for Cash Management," the "Proposal on the 2026 Annual Related Party Transaction Forecast," the "Proposal on Formulating the 'Compensation (Allowance) and Performance Management System for Directors and Senior Management'," the "Proposal on Applying for Credit from Banks," the "Report on the Independence Self-Inspection of Independent Directors," the "Proposal on the First Vesting and Exercise Conditions Achievement of the First Tranche of the 2024 Restricted Stock and Stock Option Incentive Plan," the "Proposal on Repurchasing and Canceling Part of the Restricted Shares," the "Proposal on Canceling Part of the Stock Options," the "Proposal on Adjusting the Exercise Price of Stock Options," the "Proposal on Amending the Articles of Association Regarding Changes to Registered Capital," the "Report on the Performance Evaluation of the 2025 Accounting Firm," the "Proposal on Re-appointing the Accounting Firm," the "Proposal on the 2026 Interim Dividend Plan," the "Proposal on the 2026 First Quarter Report," the "Proposal on the Election of Non-Independent Directors for the Board Renewal," the "Proposal on the Election of Independent Directors for the Board Renewal," and the "Proposal on Convening the 2025 Annual Shareholders' Meeting." It also deliberated on the "Proposal on the 2026 Director Compensation (Allowance) and Performance Plan" and decided to convene the Shareholders' Meeting on May 13, 2026 (Wednesday) at 14:00.