- To: Tianzhou Culture Co., Ltd.
According to 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 (hereinafter referred to as the "Shareholders' Meeting Rules"), and other current laws, regulations, and normative documents, as well as the Articles of Association of Tianzhou Culture Co., Ltd. (hereinafter referred to as the "Articles of Association"), Hunan Qiyuan Law Firm (hereinafter referred to as "this firm") has been entrusted by Tianzhou Culture Co., Ltd. (hereinafter referred to as "the Company") to send a lawyer to attend the first extraordinary shareholders' meeting of 2026 (hereinafter referred to as "this meeting"). The lawyer conducted on-site verification of the legality and validity of the convening and holding procedures, the qualifications of the convener and attendees, the voting procedures, and the voting results, and issued a legal opinion. To issue this legal opinion, the lawyer reviewed the following materials provided by the Company:- The notice of the first extraordinary shareholders' meeting of 2026 published on the Shenzhen Stock Exchange website (http://www.szse.cn);
- The qualification and identification documents of the shareholders or their proxies attending the meeting;
- The meeting documents for this shareholders' meeting.
The Company has committed that all original documents provided to this lawyer and the copies verified by this lawyer to be consistent with the originals are true, complete, and reliable. The lawyer now issues the following legal opinion on this shareholders' meeting in accordance with the recognized business standards, ethical norms, and due diligence spirit of the legal profession:
I. Procedures for Convening and Holding the Shareholders' Meeting
- Upon verification, this shareholders' meeting was convened by the Company's board of directors.
- The Company’s board of directors announced the notice of the first extraordinary shareholders' meeting of 2026 on January 30, 2026, on the Shenzhen Stock Exchange website (http://www.szse.cn).
- This shareholders' meeting was held in a combination of on-site voting and online voting:
(1) The on-site meeting was held as scheduled on February 27, 2026 (Friday) at 15:00 in the conference room on the 3rd floor of Building 6, Malanshan Information Port, No. 71 Poyuan Road, Kaifu District, Changsha City, Hunan Province. The time, location, and content of the meeting were consistent with the notice.
(2) The online voting time for this shareholders' meeting was: voting through the Shenzhen Stock Exchange trading system from 09:15 to 09:25, 09:30 to 11:30, and 13:00 to 15:00 on February 27, 2026; voting through the Shenzhen Stock Exchange internet voting system was available at any time from 09:15 to 15:00 on February 27, 2026.
The lawyer believes that the convening and holding procedures of this shareholders' meeting comply with the provisions of the Company Law, the Shareholders' Meeting Rules, and the Articles of Association.