Beijing Zhong Lun (Shenzhen) Law Firm
About Shenzhen Daotong Technology Co., Ltd
2024 Annual General Meeting of Shareholders
Legal Opinions
April 2025
Beijing, Shanghai, Shenzhen, Guangzhou, Wuhan, Chengdu, Chongqing, Qingdao, Hangzhou, Nanjing, Haikou, Tokyo, Hong Kong, London, New York, Los Angeles, San Francisco, Almaty
Beijing Shanghai Shenzhen Guangzhou Wuhan Chengdu Chongqing Qingdao Hangzhou Nanjing Haikou Tokyo Hong Kong London New York Los Angeles San Francisco Almaty
Beijing Zhong Lun (Shenzhen) Law Firm
About Shenzhen Daotong Technology Co., Ltd
2024 Annual General Meeting of Shareholders
Legal Opinions
To: Shenzhen Daotong Technology Co., Ltd
Pursuant to the Company Law of the People's Republic of China (the "Company Law"), the Securities Law of the People's Republic of China, the Rules for the General Meeting of Shareholders of Listed Companies (the "Rules of the General Meeting of Shareholders") issued by the China Securities Regulatory Commission, the Rules for the Listing of Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange (the "Listing Rules"), the Self-Regulatory Guidelines for Listed Companies on the Shanghai Stock Exchange No. 1 - Standardized Operation, and other laws, administrative regulations, rules, According to the relevant provisions of the normative documents and the Articles of Association of Shenzhen Daotong Technology Co., Ltd. (hereinafter referred to as the "Articles of Association"), Beijing Zhong Lun (Shenzhen) Law Firm (hereinafter referred to as the "Firm") is entrusted by Shenzhen Daotong Technology Co., Ltd. (hereinafter referred to as the "Company") to appoint a lawyer to attend the Company's 2024 Annual General Meeting of Shareholders (hereinafter referred to as the "General Meeting of Shareholders"), and to provide a detailed view on the convening and convening procedures of the General Meeting of Shareholders, the qualifications of the convener, the qualifications of the persons attending and attending the meeting, Issuing legal opinions on voting procedures and voting results.
This legal opinion is only for the purpose of this general meeting of shareholders and shall not be used for any other purpose without the written consent of the firm.
In order to issue this legal opinion, the lawyers of the firm attended the shareholders' meeting as observers, and in accordance with the provisions and requirements of relevant laws, regulations and normative documents, in accordance with the recognized professional standards, ethics and diligence of the lawyer industry
In the course of the verification and verification of the relevant documents provided by the company, our lawyers assume:
1. All signatures, seals and seals in the documents provided to the Firm are authentic, and all documents provided to the Firm as originals are true, accurate and complete;
2. All facts stated in the documents provided to the Firm are true, accurate and complete;
3. The signatories of the documents provided to the firm have full capacity for civil conduct and have been properly and validly authorized to sign;
4. All copies provided to the firm are consistent with the originals, and the originals of these documents are true, complete and accurate;
5. All materials announced by the Company on the designated information disclosure media are complete, sufficient and true, and there is no falsehood, concealment or material omission.
In accordance with the requirements of relevant laws, regulations, normative documents and the Articles of Association, 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 facts of the shareholders' meeting and the documents provided by the company and attended the shareholders' meeting, and hereby issue the following legal opinions:
1. The convening and convening procedures of the general meeting of shareholders
In order to convene this general meeting of shareholders, the board of directors of the company has announced the "Notice on Convening the 2024 Annual General Meeting of Shareholders" (hereinafter referred to as the "Notice") on the website of the Shanghai Stock Exchange (http://www.sse.com.cn) and Juchao Information Network (www.cninfo.com.cn) on March 29, 2025. The "Notice" sets out the manner, time and place of the meeting, fully discloses the content of the meeting topics, explains that shareholders have the right to attend and can entrust proxies to attend and exercise voting rights, and clarifies the registration method of the meeting, the equity registration date of the shareholders who have the right to attend the meeting, the name and telephone number of the contact person of the meeting, and meets the requirements of the Rules of the General Meeting of Shareholders and the Articles of Association.
The meeting was conducted through a combination of on-site voting and online voting. A live session of this meeting
On April 18, 2025, at 14:30 p.m., at Gaoxin North 6th Road, Songpingshan Community, Xili Street, Nanshan District, Shenzhen
The company conference room on the 1st floor of No. 36 Rainbow Science and Technology Building was held as scheduled. The specific time for shareholders of the company to vote through the voting platform of the Shanghai Stock Exchange trading system is 9:15-9:25 a.m. and 9:30-11:30 a.m. on April 18, 2025.
13:00-15:00 p.m., the specific time for voting through the Internet voting platform of the Shanghai Stock Exchange is 2025
Any time from 9:15 to 15:00 on April 18.
Our lawyers believe that the convening and convening procedures of the general meeting of shareholders comply with the relevant provisions of laws, administrative regulations, rules, normative documents such as the Company Law and the Rules of the General Meeting of Shareholders, as well as the provisions of the Articles of Association.
2. Qualifications of the convener of the general meeting of shareholders
The general meeting of shareholders was convened by the board of directors of the company. The board of directors of the company has the qualifications to convene the general meeting of shareholders.
3. Qualifications of attendees and observers at the general meeting of shareholders
1. Shareholders and shareholders' representatives who attended the shareholders' meeting and participated in the online voting
(1) A total of 4 shareholders and shareholders' representatives attended the on-site meeting, representing 168,561,183 shares.
It represents 37.8348% of the total number of voting shares of the company. It has been verified that the shareholders and shareholders' representatives attending the general meeting of shareholders are legally qualified to attend the general meeting of shareholders.
(2) According to the online voting statistics provided to the Company by SSE Information Network Co., Ltd. after the end of the online voting at this meeting, a total of 217 shareholders participated in the online voting within the effective time, representing 29,341,205 shares, accounting for 6.5858% of the total number of voting shares of the Company. The above-mentioned shareholder qualifications for voting through the Shanghai Stock Exchange trading system and the Internet voting platform shall be verified by the Shanghai Stock Exchange Information Network Co., Ltd., the provider of the online voting system, and the relevant shareholders attending the meeting shall be qualified under the premise that the qualifications of shareholders participating in the online voting are in accordance with the laws, administrative regulations, normative provisions and the Articles of Association.
2. Other persons attending the meeting through on-site or communication mainly include: (1) some directors, supervisors and senior managers of the company; (2) Lawyers of the firm.
It has been verified that the above-mentioned personnel have the legal qualifications to attend or attend the general meeting of shareholders.
4. Voting procedures and voting results of the general meeting of shareholders
The on-site meeting of this general meeting of shareholders will start at 14:30 pm on April 18, 2024. Shareholders present at this meeting
The shareholders and shareholders' representatives of the on-site meeting of the general meeting of shareholders voted in writing on all the proposals of the general meeting of shareholders by registered vote, and carried out scrutiny, verification and counting of votes in accordance with the provisions of the articles of association, and the shareholders and shareholders' representatives attending the meeting did not raise objections to the voting results.
The company provides shareholders with a voting platform in the form of an online through the trading system of the Shanghai Stock Exchange and the Internet voting platform. After the end of the online voting, SSE Information Network Co., Ltd. provided the company with the total number of voting rights and statistical data of the online voting at the general meeting of shareholders.
After the voting of the general meeting of shareholders, the company consolidated the voting results of on-site voting and online voting, the details are as follows:
1. Review the "Proposal on < the 2024 Annual Report on the Work of the Board of Directors>
Voting result: 197,811,723 shares agreed, 40,004 shares opposed, 50,661 abstentions. Agree on the number of shares
99.9541% of the total number of valid voting shares held (representatives) by shareholders (shareholders' representatives) who attended the shareholders' meeting and participated in the online voting.
The above-mentioned proposals are subject to the ordinary resolution procedure, and are approved by more than one-half of the effective voting rights held by shareholders (shareholders' representatives) who attend the general meeting of shareholders and participate in the online voting.
2. Review the "Proposal on < the 2024 Work Report of the Board of Supervisors>
Voting result: 197,805,027 shares agreed, 44,500 shares against, 52,861 shares abstained. Agree on the number of shares
99.9508% of the total number of valid voting shares held (representatives) by shareholders (shareholders' representatives) who attended the general meeting of shareholders and participated in online voting.
The above-mentioned proposals are subject to the ordinary resolution procedure, and are approved by more than one-half of the effective voting rights held by shareholders (shareholders' representatives) who attend the general meeting of shareholders and participate in the online voting.
3. Deliberation on the "Proposal on < > of the 2024 Annual Financial Accounts Report"
Voting result: 197,809,566 shares agreed, 41,161 shares opposed, and 51,661 shares abstained. Agree on the number of shares
Shareholders (representatives) with voting rights who attend the general meeting of shareholders and participate in online voting
99.9530% of the total number of valid voting shares.
The above-mentioned proposals are subject to the ordinary resolution procedure, and are approved by more than one-half of the effective voting rights held by shareholders (shareholders' representatives) who attend the general meeting of shareholders and participate in the online voting.
4. Review the "Proposal on the 2024 Profit Distribution and Capital Reserve Conversion to Share Capital Plan"
Voting result: 197,833,124 shares agreed, 45,306 shares opposed, and 23,958 shares abstained. Agree on the number of shares
99.9650% of the total number of valid voting shares held (representatives) by shareholders with voting rights who attended the general meeting of shareholders and participated in online voting.
The above-mentioned proposals are subject to the ordinary resolution procedure, and are approved by more than one-half of the effective voting rights held by shareholders (shareholders' representatives) who attend the general meeting of shareholders and participate in the online voting.
5. Consideration of the Proposal on < 2024 Annual Report > and its Summary
Voting result: 197,816,253 shares agreed, 41,161 shares opposed, 44,974 shares abstained. Agree on the number of shares
99.9564% of the total number of valid voting shares held (representatives) by shareholders (shareholders' representatives) who attended the shareholders' meeting and participated in the online voting.
The above-mentioned proposals are subject to the ordinary resolution procedure, and are approved by more than one-half of the effective voting rights held by shareholders (shareholders' representatives) who attend the general meeting of shareholders and participate in the online voting.
6. Deliberation on the Proposal on Authorizing the Management to Apply for Comprehensive Credit from Financial Institutions
Voting result: 197,709,175 shares agreed, 168,921 shares opposed, 24,292 shares abstained. Agree on the number of shares
It accounts for 99.9023% of the total number of valid voting shares held (representatives) by shareholders (shareholders' representatives) who attended the general meeting of shareholders and participated in online voting.
The above-mentioned proposals are subject to the ordinary resolution procedure, and are approved by more than one-half of the effective voting rights held by shareholders (shareholders' representatives) who attend the general meeting of shareholders and participate in the online voting.
7. Deliberation on the "Proposal on Authorizing the Company's Management to Carry out Foreign Exchange Derivatives Trading"
The result of the vote: 197,802,568 shares agreed, 53,528 shares opposed, and 46,292 shares abstained. Agree on the number of shares
99.9495% of the total number of valid voting shares held (representatives) by shareholders (shareholders' representatives) who attended the general meeting of shareholders and participated in online voting.
The above-mentioned proposals are subject to the ordinary resolution procedure, and are approved by more than one-half of the effective voting rights held by shareholders (shareholders' representatives) who attend the general meeting of shareholders and participate in the online voting.
8. Deliberation of the "Proposal on the Estimated External Guarantee Amount in 2025"
Voting result: 197,635,570 shares agreed, 196,074 shares opposed, 70,744 shares abstained. Agree on the number of shares
It accounts for 99.8651% of the total number of valid voting shares held (representatives) by shareholders (shareholders' representatives) who attended the general meeting of shareholders and participated in online voting.
The above-mentioned proposals are subject to the ordinary resolution procedure, and are approved by more than one-half of the effective voting rights held by shareholders (shareholders' representatives) who attend the general meeting of shareholders and participate in the online voting.
9. Deliberation of the "Proposal on the Renewal of the Appointment of Accounting Firm"
Voting result: 197,805,503 shares agreed, 45,161 shares opposed, 51,724 shares abstained. Agree on the number of shares
99.9510% of the total number of valid voting shares held (representatives) by shareholders (shareholders' representatives) who attended the shareholders' meeting and participated in the online voting.
The above-mentioned proposals are subject to the ordinary resolution procedure, and are approved by more than one-half of the effective voting rights held by shareholders (shareholders' representatives) who attend the general meeting of shareholders and participate in the online voting.
10. Deliberation on the Proposal on the 2024 Remuneration and 2025 Remuneration Plan of the Company's Directors
Voting result: 175,816,187 shares agreed, 21,979,239 shares opposed, 106,962 shares abstained. agree
The number of shares accounts for 88.8398% of the total number of valid voting shares held (representatives) by shareholders (shareholders' representatives) who attended the general meeting of shareholders and participated in the online voting.
The above-mentioned proposals are subject to the ordinary resolution procedure, and are approved by more than one-half of the effective voting rights held by shareholders (shareholders' representatives) who attend the general meeting of shareholders and participate in the online voting.
11. Reviewed the "Proposal on the 2024 Remuneration and 2025 Remuneration Plan of the Company's Supervisors"
Voting result: 175,804,096 shares agreed, 21,989,830 shares opposed, 108,462 shares abstained. agree
The number of shares accounts for 88.8337% of the total number of valid voting shares held (representatives) by shareholders (shareholders' representatives) who attended the general meeting of shareholders and participated in the online voting.
The above-mentioned proposals are subject to the ordinary resolution procedure, and they have been voted to attend the general meeting of shareholders and participate in online voting
More than one-half of the valid voting rights held (representatives) by shareholders (shareholders' representatives) with voting rights are passed.
12. Deliberation on the Proposal on the Expiration of the Term of Independent Directors and the By-election of Independent Directors
Voting result: 197,826,574 shares agreed, 43,931 shares opposed, 31,883 shares abstained. Agree on the number of shares
99.9616% of the total number of valid voting shares held (representatives) by shareholders with voting rights (shareholders' representatives) who attended the general meeting of shareholders and participated in online voting.
The above-mentioned proposals are subject to the ordinary resolution procedure, and are approved by more than one-half of the effective voting rights held by shareholders (shareholders' representatives) who attend the general meeting of shareholders and participate in the online voting.
Our lawyers believe that the voting procedures of the shareholders' meeting are in accordance with the provisions of the Company Law, the Rules of the General Meeting of Shareholders and the Articles of Association, and the voting results are legal and valid.
V. Conclusions
To sum up, the firm believes that the convening and convening procedures of the shareholders' meeting are in accordance with the provisions of the Company Law, the Rules of the General Meeting of Shareholders and other laws, administrative regulations, rules, normative documents and the Articles of Association; The convener of the meeting has the qualifications to convene the general meeting of shareholders; Those who attend and attend the meeting as observers are legally qualified; The voting procedures of the general meeting of shareholders are in accordance with the provisions of the Company Law, the Rules of the General Meeting of Shareholders and the Articles of Association, and the voting results are legal and valid.
Three originals of this legal opinion.
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