Introduction
1. Definitions
In this supplementary legal opinion, unless explicitly stated or defined in context, the following terms have the specific meanings: "Legal Opinion" refers to the legal opinions numbered [2025] Tianheng Fufei Zi 0102-07, [2025] Tianheng Fufei Zi 0102-12, and [2025] Tianheng Fufei Zi 0102-16 regarding Fujian Yuanli Activated Carbon Co., Ltd.'s share issuance and cash payment for asset acquisition and related transactions.
2. Lawyer's Declaration
This supplementary legal opinion is an inseparable part of the "Legal Opinion" and should be used together with it. In case of any inconsistency between the "Legal Opinion" and this supplementary legal opinion, this supplementary legal opinion shall prevail. Unless otherwise explicitly stated in this supplementary legal opinion, the lawyer's declarations in the "Legal Opinion" apply to this supplementary legal opinion. This supplementary legal opinion becomes effective upon signature by the responsible person and the handling lawyers of this firm and the affixing of the firm's seal. This supplementary legal opinion is issued in triplicate, and each copy has the same legal effect.
Main Text
1. Transaction Plan
On December 1, 2025, the company held its second extraordinary general meeting of shareholders in 2025, which approved the proposal on the profit distribution plan for the first three quarters of 2025. The company will distribute a cash dividend of 1.00 yuan (including tax) for every 10 shares based on the total share capital registered on the record date for the distribution, excluding shares held in the repurchase special securities account. The record date for the distribution is January 23, 2026, with the adjusted share capital being 362,194,559 shares. As of the date of this supplementary legal opinion, the profit distribution has been completed, and the issuance price for the share issuance and cash payment for asset acquisition has been adjusted from 12.58 yuan/share to 12.48 yuan/share; the issuance price for the fundraising has been adjusted from 13.18 yuan/share to 13.08 yuan/share. Except for the above matters, no other changes have occurred in the transaction plan during the period of this supplementary legal opinion. Upon verification, Tianheng lawyers believe that the transaction plan complies with the provisions of the Company Law, Securities Law, and relevant regulations.
2. Issuer's Qualification for Issuance
(1) Basic Information of Yuanli Co.
Company Name: Fujian Yuanli Activated Carbon Co., Ltd.
Unified Social Credit Code: 91350000611069146L
Company Address: Economic Development Zone, Laizhou, Nanping, Fujian Province
Legal Representative: Xu Wenxian
Registered Capital: 364,210,360 yuan
Date of Establishment: May 21, 1999
Operating Period: May 21, 1999, to May 20, 2049
Business Scope: Production of activated carbon series products (including food additives, plant-based activated carbon (wood-based activated carbon)); export of self-produced products and technologies; import and export of raw and auxiliary materials, machinery, equipment, spare parts, and technologies needed for production (excluding items restricted or prohibited by the state); processing with supplied materials and "three supplies and one compensation" business; production of pharmaceutical excipients (pharmaceutical carbon).
As of December 31, 2025, the top ten shareholders of Yuanli Co. and their shareholding status are as follows:
| No. | Shareholder Name | Number of Shares | Shareholding Ratio |
|---|---|---|---|
| 1 | Wang Yanan | 60,685,476 | 16.66% |
| 2 | Lu Yuanjian | 21,810,080 | 5.99% |
| 3 | Lin Ying | 7,768,290 | 2.13% |
| 4 | Chen Fengwei | 7,434,300 | 2.04% |
| 5 | Lin Zhiqiang | 5,713,000 | 1.57% |
| 6 | Beijing Dingyun Technology Development Co., Ltd. | 4,977,800 | 1.37% |
| 7 | Shanghai Ruijun Asset Management Co., Ltd. - Ruijun Youfu No. 1 Private Securities Investment Fund | 4,121,857 | 1.13% |
| 8 | Yuan Yonglin | 3,797,900 | 1.04% |
| 9 | Shanghai Ruijun Asset Management Co., Ltd. - Ruijun Youfu No. 3 Private Securities Investment Fund | 3,440,919 | 0.94% |
| 10 | Hong Kong Central Clearing Limited | 3,332,088 | 0.91% |