Wanchen Group: Guoco Law Firm (Beijing) Legal Opinion on the Sixth Extraordinary Shareholders Meeting of Fujian Wanchen Food Group Co., Ltd. in 2026
About Guoco Law Firm (Beijing)
The sixth extraordinary shareholders' meeting of Fujian Wanchen Food Group Co., Ltd.
2026
of
legal opinion
9th Floor, Taikang Financial Building, No. 38 East Third Ring North Road, Chaoyang District, Beijing Postcode: 100026 9th Floor, Taikang Financial Tower, No. 38 North Road East Third Ring, Chaoyang District, Beijing, 100026, China Tel: 010-65890699 Fax: 010-65176800
Website/Website: http://www.grandall.com.cn
August 2026
Guoco Law Firm (Beijing) Legal Opinion
Guoco Law Firm (Beijing)
About Fujian Wanchen Food Group Co., Ltd.
The sixth extraordinary shareholders' meeting in 2026
legal opinion
Guohao Capital Certificate [2026] No. 0455
To: Fujian Wanchen Food Group Co., Ltd.
Guoco Law Firm (Beijing) accepted the entrustment of Fujian Wanchen Food Group Co., Ltd. (hereinafter referred to as the "Company" or "Wanchen Group") and assigned lawyers to attend and witness the company's 2026 meeting held on August 31, 2026. This legal opinion is issued in accordance with the Securities Law of the People's Republic of China (hereinafter referred to as the "Securities Law"), the Company Law of the People's Republic of China (hereinafter referred to as the "Company Law") and the Articles of Association of Fujian Wanchen Food Group Co., Ltd. (hereinafter referred to as the "Articles of Association").
The lawyers of our firm agree to announce this legal opinion as a necessary document for the company’s shareholders’ meeting, and assume responsibility for the legal opinions issued by our firm in accordance with the law. There are no false or seriously misleading statements or major omissions in the legal opinion. Otherwise, our lawyers are willing to bear corresponding legal liability.
Our lawyers have verified and verified the relevant documents and matters provided by the company in accordance with the recognized business standards, ethics and diligence of the legal industry, and have reviewed and judged all documents and testimonies related to the issuance of legal opinions. The legal opinions are as follows:
1. Convening and convening procedures of this shareholders’ meeting
- Convening of this shareholders’ meeting
After verification by our lawyers, the company's shareholders' meeting was proposed by the 53rd meeting of the company's fourth board of directors held on August 12, 2026, and the company's board of directors was responsible for convening it. The company has issued a legal opinion letter from Guoco Law Firm (Beijing) in August 2026.
On the 13th, the "Notice of Fujian Wanchen Food Group Co., Ltd. on convening the company's sixth extraordinary shareholders' meeting in 2026" (hereinafter referred to as the "Meeting Notice") was published on the designated disclosure media, which specified the time, location, convening method, equity registration date, attendees, matters to be considered at the meeting, meeting registration methods and other matters.
- Convening of this shareholders’ meeting
This shareholder meeting will be conducted through a combination of on-site voting and online voting. The on-site meeting of shareholders will be held at 14:30 on August 31, 2026 in the conference room of Taiwan Farmers Pioneer Park Company in Zhangpu, Fujian. The time and location of the meeting are consistent with the content of the notice of this shareholders meeting.
The online voting time for this shareholders' meeting is August 31, 2026. The online voting time through the Shenzhen Stock Exchange trading system is 9:15-9:25 am, 9:30-11:30 and 13:00-15:00 pm on August 31, 2026; the voting time through the Shenzhen Stock Exchange Internet system is any time from 9:15 am to 15:00 pm on August 31, 2026.
Lawyers from our firm believe that the company published a meeting notice fifteen days before the shareholders’ meeting; the time, place, and method of the company’s shareholders’ meeting, and the proposals reviewed at the meeting were consistent with the time, place, method, and matters submitted for review at the meeting announced in the shareholders’ meeting notice; the convening and holding of this meeting complied with the relevant provisions of laws, regulations, normative documents, and the Articles of Association.
2. Qualifications of persons attending this shareholders’ meeting and the convenor
- Personnel attending the meeting
After verification by our lawyers, a total of 98 shareholders and shareholder agents attended the on-site meeting and online voting, representing 122,083,203 shares of the company with voting rights, accounting for 61.8664% of the company’s total shares with voting rights. Among them, 15 shareholders and shareholder proxies attended the on-site shareholders' meeting, representing 98,429,095 shares with voting rights, accounting for 49.8795% of the company's total voting shares; 83 shareholders participated in online voting at this meeting, representing 23,654,108 shares with voting rights, accounting for 11.9869% of the company's total voting shares.
All the above shareholders or shareholders' agents are the company's shareholders or their agents registered with the Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. as of the afternoon of August 26, 2026.
The company's directors, secretary to the board of directors and other senior management personnel and the firm's lawyers attend Guohao Law Firm (Beijing) Legal Opinions on site or by communication
Attended the meeting.
After verification by our lawyers, the qualifications of the above-mentioned personnel attending this shareholders' meeting are legal and valid.
- Qualifications of the convener of this meeting
After verification by our lawyers, the company’s shareholders’ meeting was convened by the board of directors and complied with the provisions of relevant laws, regulations, normative documents and the Articles of Association, and the qualifications of the convener were legal and valid.
3. Voting procedures and results of this shareholders’ meeting
After verification, this shareholders' meeting will vote by a combination of on-site voting and online voting in accordance with the requirements of the meeting notice. The company counts and supervises the on-site voting in accordance with the procedures stipulated in relevant laws, regulations and the Articles of Association. The trading system and Internet voting system of the Shenzhen Stock Exchange provide the voting results of the online voting.
According to the summary voting results of on-site voting and online voting, the shareholders’ meeting voted and approved the following proposals:
(1) "Proposal on the Reelection of the Fourth Board of Directors and Nomination of Non-Independent Director Candidates for the Fifth Board of Directors"
- "Proposal on the Election of Ms. Wang Liqing as a Non-Independent Director of the Fifth Board of Directors of the Company"
110,273,513 shares were approved, accounting for 90.3265% of the total number of shares with valid voting rights present at this shareholders' meeting. The total voting results of small and medium shareholders: 12,125,018 shares were approved, accounting for 86.5069% of the shares with valid voting rights held by small and medium shareholders attending the meeting.
Voting results: The proposal was approved by the shareholders' meeting.
- "Proposal on the Election of Mr. Wang Zening as a Non-Independent Director of the Fifth Board of Directors of the Company"
110,240,613 shares were approved, accounting for 90.2996% of the total number of shares with valid voting rights present at this shareholders' meeting. The total voting results of small and medium shareholders: 12,092,118 shares were approved, accounting for 86.2722% of the shares with valid voting rights held by small and medium shareholders attending the meeting.
Voting results: The proposal was approved by the shareholders' meeting.
- "Proposal on the election of Ms. Lin Kaichun as a non-independent director of the fifth session of the Board of Directors"
110,197,513 shares were approved, accounting for 90.2643% of the total number of shares with valid voting rights present at this shareholders' meeting. Guoco Law Firm (Beijing) Legal Opinion
The total voting results of small and medium shareholders: 12,049,018 shares were approved, accounting for 85.9647% of the shares with valid voting rights held by small and medium shareholders attending the meeting.
Voting results: The proposal was approved by the shareholders' meeting.
- "Proposal on the election of Mr. Wang Song as a non-independent director of the fifth session of the Board of Directors of the Company"
110,318,213 shares were approved, accounting for 90.3631% of the total number of shares with valid voting rights present at this shareholders' meeting. The total voting results of small and medium shareholders: 12,172,718 shares were approved, accounting for 86.8472% of the shares with valid voting rights held by small and medium shareholders attending the meeting.
Voting results: The proposal was approved by the shareholders' meeting.
(2) "Proposal on the Reelection of the Fourth Board of Directors and Nomination of Independent Director Candidates for the Fifth Board of Directors"
- "Proposal on the Election of Ms. Lin Liye as an Independent Director of the Fifth Board of Directors of the Company"
110,252,256 shares were approved, accounting for 90.3091% of the total number of shares with valid voting rights present at this shareholders' meeting. The total voting results of small and medium shareholders: 12,103,761 shares were approved, accounting for 86.3552% of the shares with valid voting rights held by small and medium shareholders attending the meeting.
Voting results: The proposal was approved by the shareholders' meeting.
- "Proposal on the Election of Ms. Yang Fan as an Independent Director of the Fifth Board of Directors of the Company"
110,439,556 shares were approved, accounting for 90.4625% of the total number of shares with valid voting rights present at this shareholders' meeting. The total voting results of small and medium shareholders: 12,291,061 shares were approved, accounting for 87.6915% of the shares with valid voting rights held by small and medium shareholders attending the meeting.
Voting results: The proposal was approved by the shareholders' meeting.
- "Proposal on the Election of Ms. Zheng Luying as an Independent Director of the Fifth Board of Directors of the Company"
110,345,656 shares were approved, accounting for 90.3856% of the total number of shares with valid voting rights present at this shareholders' meeting. The total voting results of small and medium shareholders: 12,197,161 shares were approved, accounting for 87.0216% of the shares with valid voting rights held by small and medium shareholders attending the meeting.
Voting results: The proposal was approved by the shareholders' meeting.
- "Proposal on the Election of Mr. Lin Yongjian as an Independent Director of the Company's Fifth Board of Directors"
Guoco Law Firm (Beijing) Legal Opinion
110,330,456 shares were approved, accounting for 90.3732% of the total number of shares with valid voting rights present at this shareholders' meeting. The total voting results of small and medium shareholders: 12,181,961 shares were approved, accounting for 86.9131% of the shares with valid voting rights held by small and medium shareholders attending the meeting.
Voting results: The proposal was approved by the shareholders' meeting.
Our lawyers believe that the voting procedures and results of this shareholders’ meeting comply with the relevant provisions of laws, regulations, normative documents and the Articles of Association, and that the resolutions passed by this shareholders’ meeting are legal and valid.
4. Conclusions
In summary, our lawyers believe that the convening and convening of the company's shareholders' meeting complied with the relevant provisions of laws, regulations, normative documents and the "Articles of Association"; the qualifications of the personnel attending the shareholders' meeting and the qualifications of the convener were legal and valid; the voting procedures and results of the shareholders' meeting complied with the relevant provisions of laws, regulations, normative documents and the "Articles of Association", and the resolutions passed by this shareholders' meeting were legal and valid.
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Guoco Law Firm (Beijing) Legal Opinion (This page has no text, it is the signature page of "Guoco Law Firm (Beijing) Firm's Legal Opinion Regarding the Sixth Extraordinary Shareholders Meeting of Fujian Wanchen Food Group Co., Ltd. in 2026")
Guoco Law Firm (Beijing)
Person in charge: _______________ Lawyer: _______________ Liu Ji Zhang Boyang
Qiao Shilu
August 31, 2026