Jiangsu Lu Xiu Law Firm
Legal Opinion on the 2026 Sixth Extraordinary General Meeting of Jiangsu Zhongchao Holdings Co., Ltd.
To: Jiangsu Zhongchao Holdings Co., Ltd.
Jiangsu Lu Xiu Law Firm, commissioned by Jiangsu Zhongchao Holdings Co., Ltd. (hereinafter referred to as the "Company" or "Zhongchao Holdings"), has appointed lawyers Jia Le Wang and Ting Yu (hereinafter referred to as "our firm's lawyers") to attend the Company's 2026 Sixth Extraordinary General Meeting (hereinafter referred to as the "Current General Meeting") to witness its legality and issue this legal opinion.
This legal opinion is issued in accordance with 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 Shareholders' Meetings of Listed Companies," the "Shenzhen Stock Exchange Implementation Rules for Online Voting of Shareholders' Meetings of Listed Companies" (hereinafter referred to as the "Online Voting Implementation Rules"), and other relevant laws, regulations, and normative documents, as well as the "Articles of Association of Jiangsu Zhongchao Holdings Co., Ltd." (hereinafter referred to as the "Articles of Association").
Our firm and the handling lawyers, in accordance with the "Securities Law," the "Administrative Measures for Securities Legal Business of Law Firms," and the "Practice Rules for Securities Legal Business of Law Firms," and based on facts that have already occurred or exist as of the date of issuance of this legal opinion, have strictly performed their statutory duties, adhered to the principles of diligence and good faith, conducted thorough verification, and ensured that the facts identified in this legal opinion are true, accurate, and complete, and that the conclusions expressed are legal and accurate, without any false records, misleading statements, or material omissions, and we bear corresponding legal responsibilities.
In this legal opinion, our firm's lawyers only express opinions on whether the convocation and convening procedures, the qualifications of attendees, the qualifications of the convener, and the voting procedures and results of the Current General Meeting comply with the provisions of the "Company Law," the "Securities Law," the "Rules for Shareholders' Meetings of Listed Companies," and other relevant laws, regulations, normative documents, and the "Articles of Association." We do not express opinions on the content of the proposals reviewed by the meeting or the truthfulness and accuracy of the facts or data stated in these proposals.
This legal opinion is for the purpose of assessing the legality of matters related to the Company's Current General Meeting only and shall not be used for any other purpose.
Our firm's lawyers, in accordance with the requirements of laws and regulations, the generally accepted professional standards, ethical norms, and the spirit of diligence and responsibility of the legal profession, have conducted verification and validation of the relevant documents and facts provided by the Company, and hereby issue the legal opinion as follows:
I. Qualifications of the Convener and Convocation Procedures of the Current General Meeting
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The Current General Meeting was convened by a resolution of the Fourth Extraordinary Meeting of the Fourth Board of Directors of the Company. The convener is the Company's Board of Directors, and its qualifications comply with the provisions of the "Company Law," the "Rules for Shareholders' Meetings of Listed Companies," and other relevant laws and regulations and the "Articles of Association."
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On July 25, 2026, the Company's Board of Directors published the "Notice on Convening the 2026 Sixth Extraordinary General Meeting" (Announcement Number: 2026-060) (hereinafter referred to as the "Notice of the Current General Meeting") on the Juchao Information Network (http://www.cninfo.com.cn).