Beijing Guofeng Law Firm, located at 26 Jianguomennei Street, Dongcheng District, Beijing, has been entrusted by Xinlun New Materials Co., Ltd. (hereinafter referred to as "the Company") to appoint lawyers to attend and witness the Company's third extraordinary general meeting of shareholders in 2024 (hereinafter referred to as "the Meeting"). The lawyers of this firm have issued this legal opinion based on the provisions of 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 (hereinafter referred to as "the Securities Law"), the Rules for General Meetings of Shareholders of Listed Companies (hereinafter referred to as "the Shareholders' Meeting Rules"), the Management Measures for Law Firms Engaging in Securities Legal Business (hereinafter referred to as "the Securities Legal Business Management Measures"), the Practice Rules for Law Firms Engaging in Securities Legal Business (Trial) (hereinafter referred to as "the Securities Legal Business Practice Rules"), and other relevant laws, administrative regulations, rules, normative documents, and the Articles of Association of Xinlun New Materials Co., Ltd. (hereinafter referred to as "the Articles of Association"), regarding the convening and holding procedures of the Meeting, the qualifications of the convener, the qualifications of attendees, the voting procedures, and the voting results.
The lawyers of this firm make the following statements regarding this legal opinion:
- The lawyers only express opinions on the legality of the convening and holding procedures of the Meeting, the qualifications of the convener and attendees, the voting procedures, and the voting results, and do not express opinions on the content of the proposals reviewed at the Meeting or the truthfulness, accuracy, and completeness of the facts or data presented in such proposals;
- The lawyers are unable to witness the online voting process, and the qualifications of shareholders participating in online voting and the results of online voting are certified by the respective securities exchange trading system and internet voting system;
- The lawyers have conducted necessary verification and validation of the relevant matters involved in the Meeting in accordance with the requirements of the Shareholders' Meeting Rules, and the conclusive opinions expressed are legal and accurate, with no false records, misleading statements, or significant omissions;
- This legal opinion is only for the purpose of the Company's Meeting and shall not be used for any other purpose. The lawyers agree to announce this legal opinion together with the resolutions of the Company's Meeting.