Hunan Qiyuan Law Firm HUNAN QIYUAN LAW FIRM 410007 Changsha, Hunan 63rd Floor, Shimao Global Financial Center, 393 Jianxiang Road, Furong District Tel: 86-731-82953778 Fax: 86-731-82953779 http://www.qiyuan.com
Hunan Qiyuan Law Firm Legal Opinion on JZ Food Group Co., Ltd.'s 2026 Second Extraordinary General Meeting
To: JZ Food Group Co., Ltd.
Hunan Qiyuan Law Firm (hereinafter referred to as "the Firm") has been entrusted by JZ Food Group Co., Ltd. (hereinafter referred to as "the Company") to witness the 2026 Second Extraordinary General Meeting of Shareholders (hereinafter referred to as "this EGM") and, in accordance with the "Company Law of the People's Republic of China" (hereinafter referred to as "the Company Law"), the "Rules for Shareholders' Meetings of Listed Companies" (hereinafter referred to as "the EGM Rules"), and other current Chinese laws, regulations, rules, and normative documents, as well as the "Articles of Association of JZ Food Group Co., Ltd." (hereinafter referred to as "the Articles of Association"), hereby issues this Legal Opinion.
To prepare this Legal Opinion, the Firm assigned lawyers to attend this EGM. In accordance with the generally accepted business standards, ethical norms, and diligent and responsible spirit of the legal profession, they witnessed this EGM on-site and verified the documents, materials, and facts provided by the Company related to this EGM.
The Firm's issuance of this Legal Opinion is based on the Company's guarantee to the Firm that: the Company has provided the Firm with all necessary materials and information for the preparation of this Legal Opinion, and all facts and materials that could affect this Legal Opinion have been disclosed to the Firm; all materials and information provided by the Company are true, accurate, and complete, with no false records, misleading statements, or significant omissions, and all signatures and/or seals on the materials are true and valid, and any copies are consistent with the originals.
This Legal Opinion only expresses opinions on the legality and validity of the convocation and convening procedures, the qualifications of the convener and attendees, the voting procedures, and the voting results of this EGM, as required by Article 6 of the "EGM Rules," and does not express opinions on the truthfulness, accuracy, completeness, or legality and validity of the content of the proposals deliberated at this EGM or the facts and data stated therein.
This Legal Opinion is for the purpose of witnessing this EGM only. The Firm agrees that the Company may publicly announce this Legal Opinion along with other documents of this EGM in accordance with relevant regulations. This Legal Opinion shall not be used for any other purpose or in any other context without the Firm's written consent.
I. Convocation and Convening Procedures of this EGM
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On June 3, 2026, the Fourteenth Meeting of the Third Board of Directors of the Company deliberated and approved the "Proposal on Convening the 2026 Second Extraordinary General Meeting of Shareholders," deciding to convene this EGM on June 22, 2026.
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On June 4, 2026, the Company's Board of Directors announced the "Notice of JZ Food Group Co., Ltd. on Convening the 2026 Second Extraordinary General Meeting of Shareholders" (hereinafter referred to as "the EGM Notice") in the newspapers and media designated by the China Securities Regulatory Commission and on the Juchao Information Network. The "EGM Notice" specified the convener, the time, place, matters to be deliberated, attendees, and registration procedures for this EGM, and set the equity registration date as June 15, 2026.