Beijing Zhong Lun (Guangzhou) Law Firm

About Guangzhou Zhongwang Longteng Software Co., Ltd

of the 6th Extraordinary General Meeting of Shareholders in 2024

Legal Opinions

December 2024

Beijing Zhong Lun (Guangzhou) Law Firm

About Guangzhou Zhongwang Longteng Software Co., Ltd

of the 6th Extraordinary General Meeting of Shareholders in 2024

Legal Opinions

To: Guangzhou Zhongwang Longteng Software Co., Ltd

Beijing Zhong Lun (Guangzhou) Law Firm (hereinafter referred to as the "Firm") was entrusted by Guangzhou Zhongwang Longteng Software Co., Ltd. (hereinafter referred to as the "Company") to appoint lawyer Liu Zifeng and lawyer Mo Wanrong (hereinafter referred to as the "Firm's lawyers") to witness the legality of the Company's sixth extraordinary general meeting of shareholders in 2024 (hereinafter referred to as the "shareholders' meeting") and issue legal opinions.

In accordance with the provisions of the Securities Law of the People's Republic of China (hereinafter referred to as the "Securities Law"), the Administrative Measures for Law Firms Engaging in Securities Legal Business, and the Practice Rules for Securities Legal Business of Law Firms (for Trial Implementation), as well as the facts that have occurred or existed before the date of issuance of this legal opinion, the firm and its lawyers have strictly performed their statutory duties, followed the principles of diligence and good faith, and conducted full verification and verification to ensure that the facts identified in this legal opinion are true, accurate and complete. The concluding opinions issued are legal and accurate, and there are no false records, misleading statements or major omissions, and they bear corresponding legal responsibility.

This legal opinion is issued in accordance with the Company Law of the People's Republic of China (hereinafter referred to as the "Company Law"), the Securities Law and other currently effective laws, regulations and normative documents, as well as the Articles of Association of Guangzhou Zhongwang Longteng Software Co., Ltd. (hereinafter referred to as the "Articles of Association") and the Rules of Procedure of the General Meeting of Shareholders of Guangzhou Zhongwang Longteng Software Co., Ltd. (hereinafter referred to as the "Rules of Procedure of the General Meeting of Shareholders").

In order to issue this legal opinion, our lawyers reviewed the relevant documents and materials of the company's general meeting of shareholders. The lawyer of the firm has obtained the following guarantee from the company, that is, he has provided the materials that the lawyer of the firm believes is necessary for the issuance of this legal opinion, and the original materials, copies, copies and other materials and oral testimony provided meet the requirements of truthfulness, accuracy and completeness, and the relevant copies and photocopies are consistent with the original materials.

In this legal opinion, the lawyers of the firm only express their opinions on the convening of the general meeting of shareholders, the convening procedures, the qualifications of the persons attending the meeting, the qualifications of the conveners, the voting procedures of the meeting, and whether the voting results comply with the provisions of the Company Law, the Securities Law and other laws, regulations, normative documents and the Articles of Association and the Rules of Procedure of the General Meeting of Shareholders, and do not express opinions on the content of the proposals deliberated at the meeting and the authenticity and accuracy of the facts or data expressed in these proposals.

This legal opinion is only for the purpose of witnessing the legality of the relevant matters of the company's general meeting of shareholders, and shall not be used for any other purpose.

In accordance with the requirements of the law, in accordance with the recognized professional standards, ethics and diligence of the lawyer industry, the lawyers of the firm have verified and verified the relevant documents and relevant facts provided by the company, and hereby issue the following legal opinions:

1. Procedures for convening the general meeting of shareholders

1. On December 9, 2024, the company held the 11th meeting of the 6th board of directors and deliberated and approved

"Proposal on Proposing to Convene the Sixth Extraordinary General Meeting of Shareholders in 2024".

2. On December 10, 2024, the company disclosed information on websites and media in accordance with the regulations of the China Securities Regulatory Commission

The Notice of Guangzhou Zhongwang Longteng Software Co., Ltd. on Convening the Sixth Extraordinary General Meeting of Shareholders in 2024 was issued, and all shareholders were notified in the form of an announcement on the date, time and place of the shareholders' meeting, the matters to be considered at the meeting, the objects to be attended at the meeting, the method of meeting registration, the contact person and contact information of the meeting.

After verification, the proposals considered by the company's general meeting of shareholders have been approved by the company on December 9, 2024

The 11th meeting of the 6th session of the board of directors was deliberated and approved, and the announcement of the resolution of the meeting has been disclosed on the information disclosure website and media in accordance with the regulations of the China Securities Regulatory Commission.

After verification, the lawyers of the firm believe that the time, method and content of the notice of the company's general meeting of shareholders, as well as the convening procedures of the company's general meeting of shareholders, comply with the relevant provisions of the Company Law, Securities Law and other laws, regulations, normative documents and the Articles of Association and the Rules of Procedure of the General Meeting of Shareholders.

2. Convening of the general meeting of shareholders

1. The general meeting of shareholders adopts a combination of on-site voting and online voting.

2. The on-site meeting of this general meeting of shareholders will be held on December 26, 2024 at 14:00 pm in Tianhe, Guangzhou

The company conference room on the 32nd floor of Zhujiang City, No. 15 Zhujiang West Road, District was held. The actual time and place of the meeting are consistent with those disclosed in the notice of the general meeting of shareholders.

3. The online voting of the general meeting of shareholders is through the Shanghai Stock Exchange trading system and the Internet voting system

The voting through the trading system of the Shanghai Stock Exchange will be held on December 26, 2024

9:15-9:25, 9:30-11:30 and 13:00-15:00, and voting through the Internet voting system will be 9:15-15:00 on December 26, 2024.

After review, the lawyers of the firm believe that the convening of the general meeting of shareholders is in accordance with the provisions of the Company Law, the Securities Law and other laws, regulations, normative documents, as well as the Articles of Association and the Rules of Procedure of the General Meeting of Shareholders.

3. Qualifications of the personnel attending the general meeting of shareholders and the convener of the meeting

1. After inspection, a total of 39 shareholders and shareholders' representatives attended the company's general meeting of shareholders, representing shares

59,169,922 shares, representing 48.8862% of the company's total voting shares (excluding the number of shares repurchased in the company's special securities account for repurchase as of the record date).

A total of 9 shareholders and shareholders' authorized representatives attended the on-site meeting, and the total number of shares with voting rights held is

58,744,262 shares, representing 48.5345% of the total number of voting shares of the Company; A total of 30 shareholders participated in the voting at the shareholders' meeting through online voting, and the total number of voting shares held was 425,660 shares, accounting for 0.3517% of the company's total voting shares.

The relevant information of registration is legal and valid. Our lawyers are unable to verify the qualifications of shareholders who participate in online voting, and on the premise that the qualifications of shareholders participating in online voting comply with the provisions of laws, administrative regulations, normative provisions and the Articles of Association, the relevant shareholders attending the meeting are eligible.

2. All directors, supervisors, secretary of the board of directors and senior management of the company attended/attended (including communication) the general meeting of shareholders, and witnessed the lawyer attending the general meeting of shareholders.

3. The convener of this general meeting of shareholders is the board of directors of the company.

Our lawyers believe that the qualifications of the attendees and the convener of the shareholders' meeting are in accordance with the relevant provisions of the Company Law, the Securities Law and other laws, regulations, normative documents, and the Articles of Association and the Rules of Procedure of the General Meeting of Shareholders.

4. Voting procedures for the general meeting of shareholders

The general meeting of shareholders deliberated on the proposals included in the notice of the general meeting of shareholders, and voted on a combination of on-site voting and online voting. The scrutineers and tellers jointly scrutinized and counted the votes on the spot. After the voting activity, the company counted the voting results of the on-site voting and the voting results of the online voting according to the data provided by the Shanghai Stock Exchange trading system and the Internet voting platform, and announced them. For proposals on major matters involving small and medium-sized investors, the votes of small and medium-sized investors have been counted separately and announced.

The voting results of the proposals deliberated at the general meeting of shareholders are as follows:

(1) Cumulative voting proposals

1. Proposal on the by-election of independent directors of the sixth board of directors of the company and the determination of the allowance of independent directors

The number of votes received is accounted for in attendance

The serial number of the proposal The name of the proposal The number of votes Valid votes at the meeting Whether or not it was elected

Proportion of rights (%)

1.01 About the by-election of Mr. Ning Zhenbo 59,131,909 99.9358 Yes

It is the sixth board of directors of the company

Independent directors and determine their independence

Proposal for directors' allowance

Regarding the by-election of Mr. Yan Fuyang

For the sixth board of directors of the company Yes

1.02 Independent Directors and Determination of Independence 59,131,906 99.9358

Proposal for directors' allowance

Regarding the by-election of Mr. Li Yunchao

For the sixth board of directors of the company Yes

1.03 Independent directors and confirmed their independence 59,140,051 99.9495

Proposal for directors' allowance

(2) Separate vote counting of small and medium-sized shareholders involving major matters

agree

Motion No. Name of the motion

Percentage of votes (%)

Regarding the by-election of Mr. Ning Zhenbo as the company's first

1.01 The independent directors of the sixth session of the board of directors and the determination of its 5,884,592 99.3582

Proposal for the allowance of independent directors

Regarding the by-election of Mr. Yan Fuyang as the company's first

1.02 The independent directors of the sixth session of the board of directors and the determination of its 5,884,589 99.3581

Proposal for the allowance of independent directors

Regarding the by-election of Mr. Li Yunchao as the company's first

1.03 The independent directors of the sixth session of the board of directors and the determination of its 5,892,734 99.4956

Proposal for the allowance of independent directors

After verification, the lawyers of the firm believe that the voting procedures and voting results of the shareholders' meeting comply with the relevant provisions of the Company Law, the Securities Law and other laws, regulations, normative documents, the Articles of Association and the Rules of Procedure of the General Meeting of Shareholders, and are legal and valid.

Concluding remarks

To sum up, the lawyers of the firm believe that the convening and convening procedures of the general meeting of shareholders, the qualifications of the convener and the qualifications of the persons attending the meeting, the voting procedures and voting results of the meeting are in accordance with the relevant provisions of the Company Law, the Securities Law and other laws and regulations, as well as the articles of association and the rules of procedure of the general meeting of shareholders, and the shareholders' meeting was approved

The relevant resolutions are legal and valid.

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

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