Phoenix Shipping: Legal Opinion on the Second Extraordinary Shareholders Meeting in 2026
About Guoco Law Firm (Wuhan)
The second extraordinary shareholders meeting of Phoenix Shipping (Wuhan) Co., Ltd.
2026
of
legal opinion
The 21st floor, Hongtai Building, No. 1 Huanle Avenue, Hongshan District, Wuhan city, Hubei Province, China Tel: (+86) (027) 87301319 Fax: (+86) (027) 87265677 Website: http://www.grandall.com.cn
September 2026
Guoco Law Firm (Wuhan) Legal Opinion
Guoco Law Firm (Wuhan)
About Phoenix Shipping (Wuhan) Co., Ltd.
The second extraordinary shareholders’ meeting in 2026
legal opinion
2026 E Guohao France Italy GHWH158 To: Phoenix Shipping (Wuhan) Co., Ltd.
Guoco Law Firm (Wuhan) (hereinafter referred to as the "Firm") serves as the perennial legal counsel of Phoenix Shipping (Wuhan) Co., Ltd. (hereinafter referred to as the "Company"). According to the Company Law of the People's Republic of China (hereinafter referred to as the "Company Law") and the Securities Law of the People's Republic of China (hereinafter referred to as the "Company Law"), "Securities Law") and other laws and regulations, as well as relevant provisions such as the "Rules of Shareholders' Meetings of Listed Companies" (hereinafter referred to as the "Rules of Shareholders' Meetings") and the "Articles of Association of Phoenix Shipping (Wuhan) Co., Ltd." (hereinafter referred to as the "Articles of Association"), attorneys Liu Yuanling and Hu Yun were assigned to attend and witness the company's The second extraordinary shareholders' meeting in 2026 (hereinafter referred to as the "shareholders' meeting") reviewed the convening, convening procedures, attendance qualifications, voting procedures, voting results and other matters of this shareholders' meeting. Our firm issues legal opinions based on facts that have occurred or existed before the date of issuance of this legal opinion and China's current laws, regulations and normative documents.
Our lawyers have reviewed and judged the documents, materials and testimony provided by the company related to this shareholder meeting, and issued legal opinions accordingly.
The company has guaranteed to the Exchange that the documents and information it provides for issuing this legal opinion are true, accurate, complete and contain no major omissions.
This legal opinion is only used by the company for the purpose of this shareholders' meeting and may not be used for any other purpose or use. The Exchange agrees to use this legal opinion as a statutory document for the announcement of the company's shareholders' meeting, and submit it to the Shenzhen Stock Exchange for review and announcement together with the company's other announcements.
In accordance with the recognized business standards, ethics and diligence of the legal industry, our lawyers expressed the following opinions on the relevant legal issues of the company’s shareholders’ meeting:
Guoco Law Firm (Wuhan) Legal Opinion
1. Convening and convening procedures of this shareholders’ meeting
On September 12, 2026, the company's board of directors announced the "Notice and Announcement of Phoenix Shipping (Wuhan) Co., Ltd. on convening the second extraordinary shareholders' meeting in 2026" (hereinafter referred to as the "Meeting Notice") on the company's designated information disclosure media and the website designated by the China Securities Regulatory Commission. The meeting notice listed the time, location, method, attendees, meeting registration method and other matters of this shareholders' meeting, and fully disclosed the topics to be considered at this shareholders' meeting in accordance with the provisions of the Articles of Association.
This shareholders’ meeting will be held through a combination of on-site voting and online voting, including:
On-site voting: The on-site shareholders' meeting will be held at 14:30 on September 28, 2026 (Monday) in the conference room on the 7th floor of Building 1, Honghu Science and Technology Park, Jiangxing Road, Jianghan District, Wuhan City. It will be chaired by Mr. Wang Yanke, chairman of the company.
Online voting: Shareholders will vote online through the Shenzhen Stock Exchange’s online voting system. The voting times through the trading system voting platform are 9:15-9:25 am, 9:30-11:30 and 13:00-15:00 on September 28, 2026; the specific voting time through the Shenzhen Stock Exchange’s Internet system is from 9:15 am on September 28, 2026 to 15:00 pm on September 28, 2026.
After verification by our lawyers, this shareholders' meeting was convened by the company's board of directors, and the date of publication of the meeting notice has reached 15 days from the date of this shareholders' meeting; the actual time, location and other related matters of the company's shareholders' meeting are consistent with what was notified in the meeting notice.
Our lawyers believe that the convening and convening procedures of this shareholders’ meeting comply with the provisions of the Company Law, Securities Law, Rules of Shareholders’ Meetings and Articles of Association.
2. Qualifications of personnel attending this shareholders’ meeting
After verification by our lawyers, no shareholders or shareholders' proxies attended the on-site shareholders' meeting; a total of 246 shareholders voted through online voting during the online voting time, representing 193,267,194 shares, accounting for 19.0960% of the company's total shares with voting rights. Shareholders who vote through the voting system will have their shareholder qualifications verified by the identity verification agency of the Shenzhen Stock Exchange.
After verification by our lawyers, in addition to the above-mentioned shareholders and shareholders’ agents, some of the company’s directors and the legal opinion secretary of Guoco Law Firm (Wuhan) on the board of directors attended the shareholders’ meeting. Some of the company’s senior managers and witness lawyers of our firm attended the shareholders’ meeting. Our lawyers believe that the qualifications of the personnel attending this shareholders’ meeting comply with the provisions of the Company Law, Securities Law, Rules of Shareholders’ Meetings and Articles of Association.
3. Voting procedures and results of this shareholders’ meeting
This shareholders' meeting was conducted through a combination of on-site voting and online voting. After the company combined the voting results of on-site and online voting, the shareholders' meeting reviewed the following proposals:
- "Proposal on the Company's Provision of Guarantees for Subsidiary Institutions"
Voting results: 181,397,657 shares voted in favor, accounting for 93.8585% of the total voting shares present at this shareholders' meeting; 11,576,937 shares opposed, accounting for 5.9901% of the total voting shares present at this shareholders' meeting; 292,600 shares abstained, accounting for 0.1514% of the total voting shares present at this shareholders' meeting.
Voting result: Passed.
After verification by our lawyers, the resolutions reviewed at this shareholders' meeting have been reviewed and approved by shareholders and shareholders' agents who attended the on-site meeting and had the right to vote through online voting.
Our lawyers believe that the voting procedures of this shareholders’ meeting comply with the provisions of the Company Law, Securities Law, Rules of Shareholders’ Meetings and Articles of Association, and the voting results are legal and valid.
4. Conclusions
To sum up, our lawyers believe that the convening and convening procedures of the company's shareholders' meeting, the qualifications of the convener, the qualifications of the personnel attending the shareholders' meeting, and the voting procedures and voting results of the shareholders' meeting are all in compliance with the relevant laws, regulations and the "Articles of Association", and are legal and valid. The relevant resolutions passed at this shareholders' meeting are legal and valid. There are three original copies of this legal opinion, no copies.
(No text below)
Guoco Law Firm (Wuhan) Legal Opinion (This page has no text, but is the signed and stamped page of "Guoco Law Firm (Wuhan) Firm's Legal Opinion on the Second Extraordinary Shareholders Meeting of Phoenix Shipping (Wuhan) Co., Ltd. in 2026")
Guoco Law Firm (Wuhan)
Person in charge: Handling lawyer:
Xia Shaolin Liu Yuan Ling Hu Yun
September 28, 2026