Beijing Zhong Lun (Shenzhen) Law Firm

About Shenzhen Daotong Technology Co., Ltd

2024 Employee Stock Ownership Plan

Legal Opinions

September 2024

Beijing Zhong Lun (Shenzhen) Law Firm

About Shenzhen Daotong Technology Co., Ltd

2024 Employee Stock Ownership Plan

Legal Opinions

To: Shenzhen Daotong Technology Co., Ltd

In accordance with 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 Guiding Opinions on the Pilot Implementation of Employee Stock Ownership Plans by Listed Companies (hereinafter referred to as the "Guiding Opinions") issued by the China Securities Regulatory Commission (hereinafter referred to as the "CSRC"), and the Self-Regulatory Guidelines for Listed Companies on the Science and Technology Innovation Board of the Shanghai Stock Exchange No. 1 - Standardized Operation issued by the Shanghai Stock Exchange (hereinafter referred to as the "Guiding Opinions") issued by the Shanghai Stock Exchange Regulatory Guidelines No. 1"), Zhong Lun (Shenzhen) Law Firm has been entrusted by Shenzhen Taotong Technology Co., Ltd. (hereinafter referred to as the "Company" or "Taotong Technology") to issue this legal opinion on the Company's 2024 employee stock ownership plan (hereinafter referred to as the "Employee Stock Ownership Plan").

The Firm has obtained the Company's assurance that the documents and information provided by the Company to the Company and the representations and explanations made by the Company are complete, true and valid, and that all facts and documents sufficient to affect this Legal Opinion have been disclosed to the Firm without any concealment or material omission; All signatures and seals in the documents provided by the company are authentic, and the copies, photocopies or faxes of the documents correspond to the originals.

The firm promises that the firm's lawyers have strictly performed their statutory duties, followed the principles of diligence and good faith, and fully verified and verified the matters related to the company's employee stock ownership plan to ensure that there are no false records, misleading statements and material omissions in this legal opinion.

The firm agrees that the company will take this legal opinion as a necessary document for the implementation of the employee stock ownership plan, and publicly disclose it together with other documents.

This legal opinion is only for the purpose of implementing the Employee Stock Ownership Plan of the Company and shall not be used for any other purpose without the prior written consent of the Firm.

In accordance with the generally recognized professional standards, ethics and diligence of the lawyer industry, and on the basis of full verification and verification of the relevant documents and facts provided by the company, the lawyers of the firm hereby issue the following legal opinions:

1. The main qualifications of the employee stock ownership plan

According to the information provided by the company and verified by the firm's lawyers, Daotong Technology is owned by Shenzhen Daotong Technology Co., Ltd

The company was changed and established in accordance with the law, and on September 28, 2004, it was established in the Shenzhen Municipal Administration for Market Regulation (formerly known as Shenzhen).

Administration for Industry and Commerce). Approved by the China Securities Regulatory Commission [2020] No. 29, the company

The initial public offering of 50 million RMB ordinary shares was made on the Shanghai Stock Exchange on February 13, 2020

The stock is listed and traded on the Science and Technology Innovation Board, and the stock is referred to as "Taotong Technology", and the stock code is 688208.

The company currently holds the "Business License" issued by the Shenzhen Municipal Administration for Market Regulation, and the unified social credit code is 91440300767550462C. The legal representative is Li Hongjing, and his registered address is located on the second floor of Rainbow Science and Technology Building, No. 36, Gaoxin North Sixth Road, Songpingshan Community, Xili Street, Nanshan District, Shenzhen. The total share capital of the company is 45,1877,086 shares, with a par value of RMB 1.00 per share.

After verification, the company is a limited liability company established and legally existing in accordance with the law, and there is no need to terminate it in accordance with relevant laws, regulations, normative documents or the Articles of Association, and it has the main qualification to implement the employee stock ownership plan.

2. The legality and compliance of the employee stock ownership plan

In accordance with the relevant provisions of the "Guiding Opinions" and "Regulatory Guidelines No. 1", the lawyers of the firm have made a complaint to the board of directors of the company

On September 28, 2024, the "Employee Stock Ownership Plan (Draft) of < Company in 2024 was deliberated and approved> and

The summary of the proposals, which is checked item by item, is as follows:

1. According to the confirmation of the Company and the verification of the lawyers of the Firm, as of the date of the issuance of this legal opinion, the Company has strictly followed the procedures stipulated by laws and administrative regulations in the implementation of the Employee Stock Ownership Plan, and has implemented information disclosure in a true, accurate, complete and timely manner, and there is no securities fraud such as insider trading and manipulation of the securities market using the Employee Stock Ownership Plan, which is in line with the provisions of the "Principle of Legal Compliance" in Paragraph (1) of Part I of the Guiding Opinions.

2. According to the company's confirmation and verification by the firm's lawyers, the employee stock ownership plan follows the principle of the company's independent decision and employees' voluntary participation, and as of the date of the issuance of this legal opinion, the company does not have the situation of forcing employees to participate in the employee stock ownership plan by means of apportionment, forced distribution, etc., which is in line with the provisions of the "principle of voluntary participation" in paragraph (2) of Part I of the Guiding Opinions.

3. According to the company's confirmation, the holders of the employee stock ownership plan bear their own profits and losses, bear their own risks, and have equal rights and interests with other investors, in line with the provisions of Part I, Paragraph (3) of the Guiding Opinions, "Principle of Bearing Own Risks".

4. The participants of the employee stock ownership plan are directors, supervisors, senior managers and core employees of the company (including subsidiaries, the same below), and the total number of employees shall not exceed 72 at the time of initial establishment. Our lawyers believe that the criteria for determining the above-mentioned participants are in line with the provisions of paragraph (4) of Part II of the Guiding Opinions.

5. The source of funds for this employee stock ownership plan is the incentive fund withdrawn by the company in accordance with the provisions of the "Salary Management System of Shenzhen Daotong Technology Co., Ltd.", and the incentive fund withdrawn is a part of the legal remuneration of employees. There are no cases in which the company provides financial assistance to the holder or guarantees its loans.

Our lawyers believe that the source of funds for the ESOP is in accordance with the provisions of Item 1 of Part II, Paragraph 5 of the Guiding Opinions.

6. The source of the shares of the employee stock ownership plan is the company's shares that have been repurchased from the company's special repurchase account. The aforesaid source of shares complies with the provisions of Part II, Paragraph 5, Item 2 of the Guiding Opinions on the source of shares of employee stock ownership plans.

7. The duration of the employee stock ownership plan shall not exceed 24 months, and the last underlying stock will be announced by the company

Calculated from the date of transfer to the name of the employee stock ownership plan. The lock-up period of the underlying shares obtained by the employee stock ownership plan is 12 months, from the last transfer of the underlying shares announced by the company to the name of the employee stock ownership plan

date. After the lock-up period expires, the benefits will be unlocked and distributed to the holders in a lump sum. The foregoing situation is in line with the provisions of Part II, Paragraph 6, Item 1 of the Guiding Opinions on the duration of employee stock ownership plans.

8. According to the 2024 Employee Stock Ownership Plan (Draft) of Shenzhen Daotong Technology Co., Ltd.,

After the implementation of the employee stock ownership plan, the total number of shares held by all effective employee stock ownership plans of the company shall not exceed 10% of the total share capital of the company; The total number of shares corresponding to the share interests of a single employee through all effective employee stock ownership plans shall not exceed 1% of the total share capital of the company. The total number of shares held by the employee stock ownership plan does not include the shares acquired by employees before the company's initial public offering, the shares purchased by themselves through the secondary market and the shares obtained through equity incentives. There is still uncertainty about the purchase of the final underlying shares, and the final number of shares held is subject to actual execution. The foregoing situation is in line with the provisions of Part II, Paragraph 6, Item 2 of the Guiding Opinions on the size of the employee stock ownership plan.

9. The Company's Employee Stock Ownership Plan will be managed by the Company itself. The internal supreme management authority of the employee stock ownership plan is the holders' meeting, which is composed of all the holders of the employee stock ownership plan, and the holders' meeting elects the management committee, and authorizes the management committee as the manager, which is responsible for opening accounts related to the employee stock ownership plan and is responsible for the daily management of the employee stock ownership plan (including but not limited to reducing the company's shares held by the employee stock ownership plan after the lock-up period, distribute earnings and cash assets to holders on behalf of the employee stock ownership plan), exercise shareholder rights on behalf of the holders of the employee stock ownership plan or authorize asset management institutions, etc., and safeguard the legitimate rights and interests of the holders of the employee stock ownership plan. The board of directors of the company and its subordinate remuneration and appraisal committee are responsible for formulating and revising the employee stock ownership plan, and handling other matters related to the employee stock ownership plan within the scope authorized by the general meeting of shareholders. The company has taken appropriate risk prevention and isolation measures to effectively safeguard the legitimate rights and interests of the holders of the employee stock ownership plan. The foregoing is in accordance with the provisions of Paragraphs 1 and 2 of Part II(7) of the Guiding Opinions.

10. The ESOP has clearly stipulated the following matters, in line with the provisions of Part III, Item 9 of the Guiding Opinions and Article 7.6.3 of the Regulatory Guidelines No. 1:

(1) the purpose of the employee stock ownership plan;

(2) the basic principles of the employee stock ownership plan;

(3) the basis and scope of determination of the holders of the employee stock ownership plan;

(4) the source of funds, stock sources, purchase price and size of the employee stock ownership plan;

(5) the duration of the employee stock ownership plan, the management model, the convening and voting procedures of the shareholders' meeting;

(6) the way to participate in the employee stock ownership plan when the company is financed during the duration of the company;

(7) Changes and termination of employee stock ownership plans and disposal of shares and interests held by employees when they are not suitable to participate in the stock ownership plan;

(8) Disposal of shares held by employees after the expiration of the employee stock ownership plan;

(9) Other important matters.

To sum up, our lawyers believe that the company's employee stock ownership plan complies with the relevant provisions of the Guiding Opinions and Regulatory Guidelines No. 1.

3. Decision-making and approval procedures for the employee stock ownership plan

According to the meeting documents provided by the company and the information disclosure documents announced by the company, as of the date of the issuance of this legal opinion, the company has performed the following procedures for the implementation of the employee stock ownership plan:

1. The company held the company's first employee representative meeting in 2024 on September 28, 2024.

The meeting deliberated and approved the "Proposal on the < of the Company's 2024 Employee Stock Ownership Plan (Draft) > and its Summary" and the "Proposal on the > of the < Company's 2024 Employee Stock Ownership Plan Management Measures", which are in line with the provisions of Paragraph (8) of Part III of the Guiding Opinions and Article 7.6.5 of the Regulatory Guidelines No. 1.

2. The company held the 14th meeting of the fourth board of directors on September 28, 2024 to deliberate and approve

"Proposal on < Company's 2024 Employee Stock Ownership Plan (Draft) > and Its Summary". As the transaction involves related party transactions, the affiliated directors participating in the employee stock ownership plan have recused themselves from voting, which is in line with the provisions of paragraph 9 of Part III of the Guiding Opinions and paragraph 1 of Article 7.6.2 of the Regulatory Guidelines No. 1.

3. The Board of Supervisors of the Company has issued a verification opinion on the Company's 2024 Employee Stock Ownership Plan (Draft):

(1) The Company has not been found to have any circumstances prohibiting the implementation of employee stock ownership plans as stipulated in laws, administrative regulations and normative documents such as the Guiding Opinions and Regulatory Guidelines No. 1.

(2) The content of the company's employee stock ownership plan complies with the provisions of relevant laws, regulations and normative documents such as the "Guiding Opinions" and "Regulatory Guidelines No. 1", and there is no harm to the interests of the company and all shareholders.

(3) The employee stock ownership plan is decided by the company independently, and employees voluntarily participate, and the company does not force employees to participate in this stock ownership plan by means of apportionment, forced distribution, etc.

(4) The holders of the company's employee stock ownership plan meet the requirements of the "Guiding Opinions" and other laws, regulations and normative documents, and meet the scope of holders stipulated in the employee stock ownership plan, and their qualifications as the holders of the company's employee stock ownership plan are legal and valid.

(5) The company's implementation of the employee stock ownership plan is conducive to the establishment and improvement of the benefit sharing mechanism between workers and owners, and the improvement of the company's long-term and effective incentive and restraint mechanism; Further improve the level of corporate governance, improve the cohesion of employees and the competitiveness of the company, which is conducive to the sustainable development of the company.

The above situation is in accordance with the provisions of paragraph (10) of Part III of the Guiding Opinions.

4. The Company has engaged the firm to issue a legal opinion on the employee stock ownership plan, which is in line with the provisions of paragraph (11) of Part III of the Guiding Opinions and paragraph 2 of Article 7.6.4 of the Regulatory Guidelines No. 1.

To sum up, our lawyers believe that as of the date of the issuance of this legal opinion, the company has fulfilled the necessary decision-making and approval procedures required at this stage for the implementation of the employee stock ownership plan.

4. Information disclosure of the employee stock ownership plan

After verification, the company announced the resolutions of the board of directors, the board of supervisors, the 2024 employee stock ownership plan (draft) and its summary related to the employee stock ownership plan in accordance with the provisions of the "Guiding Opinions" and "Regulatory Guidelines No. 1". With the implementation of the employee stock ownership plan, the company should also continue to fulfill the corresponding information disclosure obligations in accordance with the provisions of laws, regulations and normative documents such as the Guiding Opinions and Regulatory Guidelines No. 1.

Based on the above, the firm believes that as of the date of issuance of this legal opinion, the company's information disclosure obligations have been fulfilled in accordance with the provisions of the Guiding Opinions and Regulatory Guidelines No. 1. With the implementation of the employee stock ownership plan, the company still needs to continue to fulfill the corresponding information disclosure obligations in accordance with the provisions of relevant laws, regulations and normative documents.

Concluding remarks

In summary, our lawyers believe that as of the date of issuance of this legal opinion:

1. The company has the main qualification to implement the employee stock ownership plan;

2. The ESOP complies with the relevant provisions of the Guiding Opinions and Regulatory Guidelines No. 1;

3. The Company has fulfilled the necessary decision-making and approval procedures required for the implementation of the Employee Stock Ownership Plan at this stage;

4. The Company has fulfilled the necessary information disclosure obligations at this stage for the implementation of the Employee Stock Ownership Plan. With the advancement of the employee stock ownership plan, the company still needs to continue to fulfill its information disclosure obligations in accordance with the provisions of relevant laws, regulations and normative documents.

The original of this legal opinion shall be in triplicate, and shall take effect after being signed by the lawyer of the firm and stamped with the official seal.

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