Legal Opinion of Beijing JIAYUAN Law Firm on the 2025 Annual General Meeting of COFCO Capital Holdings Co., Ltd.
To: COFCO Capital Holdings Co., Ltd.
Beijing JIAYUAN Law Firm (hereinafter referred to as "the Firm") has been entrusted by COFCO Capital Holdings Co., Ltd. (hereinafter referred to as "the Company") to, in accordance with the "Company Law of the People's Republic of China" (hereinafter referred to as "Company Law"), the "Rules for Shareholders' Meetings of Listed Companies" (hereinafter referred to as "Shareholders' Meeting Rules"), and other currently effective laws, administrative regulations, departmental rules, and normative documents (hereinafter referred to as "Laws and Regulations"), as well as the "Articles of Association of COFCO Capital Holdings Co., Ltd." (hereinafter referred to as "Articles of Association"), appoint lawyers from the Firm to witness the Company's 2025 Annual General Meeting (hereinafter referred to as "this EGM") and issue this Legal Opinion accordingly.
To issue this Legal Opinion, lawyers appointed by the Firm witnessed this EGM on-site and reviewed the documents and materials provided by the Company related to this EGM, and conducted necessary examinations and verifications. During the aforementioned examination and verification process, the Firm received the Company's commitment and guarantee that, for matters deemed necessary by the Firm for issuing this Legal Opinion, the Company has provided all relevant original written materials, duplicate materials, or oral statements, and that such materials are true, accurate, complete, and valid, and that all copies are consistent with the originals.
In this Legal Opinion, the Firm's lawyers will only express opinions on the legal issues concerning the convocation and convening procedures, attendee qualifications, convener qualifications, voting procedures, and voting results of this EGM, and will not express opinions on the content of the proposals deliberated at this EGM or the truthfulness and accuracy of the facts or data stated in such proposals.
The Firm and the handling lawyers have, in accordance with the "Securities Law of the People's Republic of China," the "Administrative Measures for Securities Law Practice of Law Firms," and the "Practice Rules for Securities Law Practice of Law Firms (Trial)," and based on facts that have occurred or existed prior to the issuance date of this Legal Opinion, strictly performed their statutory duties, adhered to the principles of diligence, due care, and good faith, conducted thorough verification and validation, and ensured that the facts determined in this Legal Opinion are true, accurate, and complete, and that the conclusions expressed are legal and accurate, and that there are no false records, misleading statements, or material omissions, and shall bear corresponding legal responsibilities.
Based on the foregoing, the Firm's lawyers, in accordance with the requirements of relevant laws and regulations, and in accordance with the generally accepted business standards, ethical norms, and the spirit of diligence and due care of the legal profession, hereby issue the following legal opinion on matters related to this EGM:
I. Convocation and Convening Procedures of this EGM
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On April 23, 2026, the seventh meeting of the sixth session of the Company's Board of Directors resolved to convene this EGM. The convener of this EGM is the Company's Board of Directors.
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On April 24, 2026, the Company announced the "Notice of COFCO Capital Holdings Co., Ltd. on Convening the 2025 Annual General Meeting" (hereinafter referred to as the "Meeting Notice") on the Juchao Information Network, Securities Daily, Securities Times, and Shanghai Securities News. The aforementioned announcement specified the time, place, voting method, matters to be deliberated at the meeting, list of attendees, registration method, and contact information for this EGM.