Legal Opinion
Beijing Jincheng Tongda (Shanghai) Law Firm (hereinafter referred to as "this Firm") has accepted the entrustment of Shanghai Zhongzhou Special Alloy Materials Co., Ltd. (hereinafter referred to as "the Company") and, in accordance with the "Securities Law of the People's Republic of China," "Company Law of the People's Republic of China" (hereinafter referred to as "Company Law"), "Rules for Shareholders' Meetings of Listed Companies" (hereinafter referred to as "Shareholders' Meeting Rules"), "Articles of Association of Shanghai Zhongzhou Special Alloy Materials Co., Ltd." (hereinafter referred to as "Articles of Association"), and other relevant laws, administrative regulations, rules, and normative documents, has appointed lawyers from this Firm to attend the Company's 2025 Annual Shareholders' Meeting (hereinafter referred to as "this Shareholders' Meeting") in person and to issue this legal opinion regarding the convening and holding procedures of this Shareholders' Meeting, the qualifications of attendees, the qualifications of the convener, the voting procedures, and the voting results.
The lawyers of this Firm declare:
- The lawyers of this Firm only express opinions on the legality of the convening and holding procedures of this Shareholders' Meeting, the qualifications of attendees, the qualifications of the convener, the voting procedures, and the legality of the voting results, and do not express opinions on the content of the proposals reviewed at this Shareholders' Meeting or the truthfulness, accuracy, and completeness of the facts or data stated in such proposals;
- The lawyers of this Firm have verified and validated the relevant matters involved in this Shareholders' Meeting in accordance with the requirements of the "Shareholders' Meeting Rules," and the conclusions expressed are legal and accurate, with no false records, misleading statements, or significant omissions, and bear corresponding legal responsibilities;
- The lawyers of this Firm agree to use this legal opinion as part of the Company's announcement materials for this Shareholders' Meeting, to be disclosed together with other required announcement documents;
- This legal opinion is only for the purpose of the Company's Shareholders' Meeting and shall not be used for any other purpose without the written consent of this Firm.
The lawyers of this Firm have verified and validated the relevant documents and facts related to the Company's Shareholders' Meeting in accordance with recognized business standards, ethical norms, and the spirit of diligence and responsibility, and hereby issue the following legal opinion:
I. The Convening and Holding Procedures of this Shareholders' Meeting
- Convening of this Shareholders' Meeting The Company convened this Shareholders' Meeting by a resolution made at the third meeting of the fifth board of directors on April 23, 2026, and published the "Announcement of the Resolution of the Third Meeting of the Fifth Board of Directors of Shanghai Zhongzhou Special Alloy Materials Co., Ltd." (hereinafter referred to as "Board Resolution Announcement") and the "Notice of the 2025 Annual Shareholders' Meeting of Shanghai Zhongzhou Special Alloy Materials Co., Ltd." (hereinafter referred to as "Shareholders' Meeting Notice") on April 27, 2026, through the Giant Tide Information Network. The above announcements specified the time, location, review matters, voting methods, and attendees of this Shareholders' Meeting, indicating that shareholders have the right to attend the Shareholders' Meeting in person or by proxy and exercise their voting rights, as well as the record date for eligible shareholders, registration procedures for attending shareholders, the Company's contact address and contact person, and the specific procedures for online voting.