JINGTIAN & GONGCHENG 45th Floor, Jia Hua Center, 1010 Huaihai Middle Road, Xuhui District, Shanghai Postcode: 200031 Tel: (86-21) 5404-9930 Fax: (86-21) 5404-9931
Legal Opinion on Guangdong Xianglu Tungsten Industry Co., Ltd.'s 2026 First Extraordinary General Meeting
To: Guangdong Xianglu Tungsten Industry Co., Ltd.
Pursuant to the "Company Law of the People's Republic of China" (hereinafter referred to as the "Company Law") and the "Rules for Shareholders' Meetings of Listed Companies" (hereinafter referred to as the "Shareholders' Meeting Rules") promulgated by the China Securities Regulatory Commission, the Shanghai branch of Jingtian & Gongcheng Law Firm (hereinafter referred to as "the Firm") has appointed lawyers to witness the 2026 First Extraordinary General Meeting of Guangdong Xianglu Tungsten Industry Co., Ltd. (hereinafter referred to as the "Company") (hereinafter referred to as the "Meeting"). This opinion provides legal advice on the procedures for convening and holding the Meeting, the qualifications of the convener and attendees, the voting procedures, and the voting results.
To issue this legal opinion, the Firm's lawyers have reviewed the "Announcement of the Resolution of the Fifth Board of Directors of Guangdong Xianglu Tungsten Industry Co., Ltd. in 2026", the "Notice of Guangdong Xianglu Tungsten Industry Co., Ltd. on Convening the 2026 First Extraordinary General Meeting", and other documents and materials deemed necessary by the Firm's lawyers. They have also examined the identities and qualifications of the shareholders attending the on-site meeting, witnessed the convening of the Meeting, and participated in the on-site supervision and counting of votes for the proposals at the Meeting.
In accordance with the "Securities Law of the People's Republic of China", the "Administrative Measures for Securities Legal Business of Law Firms", and the "Practice Rules for Securities Legal Business of Law Firms (Trial)" and based on facts that have occurred or existed prior to the issuance of this legal opinion, the Firm and its appointed lawyers have strictly performed their statutory duties, adhered to the principles of diligence and good faith, conducted thorough investigations and verifications, and ensured that the facts identified in this legal opinion are true, accurate, and complete, and that the opinions expressed are legal and accurate, without any false records or misleading statements.
The Firm agrees that the Company may use this legal opinion as a legal document for the announcement of the Meeting and submit it to the Shenzhen Stock Exchange for review and announcement along with other announcements.
In accordance with Article 6 of the "Shareholders' Meeting Rules", and adhering to the generally accepted business standards, ethical norms, and the spirit of diligence and responsibility of the legal profession, the Firm's lawyers have investigated and verified the relevant facts concerning the convening and holding of the Meeting and the documents provided by the Company, and attended the Meeting. The legal opinion is hereby issued as follows:
I. Procedures for Convening and Holding the Meeting
- Procedures for Convening the Meeting