Legal Opinion from Shanghai Jintiancheng (Shenzhen) Law Firm on the 2025 Annual Shareholders' Meeting of Shenzhen Zhaochi Co., Ltd.
To: Shenzhen Zhaochi Co., Ltd.
Shanghai Jintiancheng (Shenzhen) Law Firm (hereinafter referred to as "this Firm") has been entrusted by Shenzhen Zhaochi Co., Ltd. (hereinafter referred to as "the Company" or "Zhaochi Co.") to issue this legal opinion regarding the convening of the 2025 Annual Shareholders' Meeting (hereinafter referred to as "this Meeting"). This opinion is based on the relevant provisions of 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 Rules for Shareholders' Meetings of Listed Companies issued by the China Securities Regulatory Commission (hereinafter referred to as "the Shareholders' Meeting Rules"), and other laws, regulations, rules, and normative documents, as well as the Articles of Association of Shenzhen Zhaochi Co., Ltd. (hereinafter referred to as "the Articles of Association").
To issue this legal opinion, this Firm and its lawyers have strictly fulfilled their statutory duties in accordance with the Administrative Measures for Law Firms Engaging in Securities Legal Business (2023) and the Practice Rules for Securities Legal Business of Law Firms (Trial), adhering to the principles of diligence and good faith. Necessary verifications and checks were conducted regarding the matters involved in this Meeting, and the relevant documents and materials deemed necessary for issuing this legal opinion were reviewed. This Firm participated in the entire process of the Company's Meeting.
This Firm guarantees that the facts recognized in this legal opinion are true, accurate, and complete, and that the conclusive opinions expressed are legal and accurate, with no false records, misleading statements, or significant omissions. This Firm is willing to bear corresponding legal responsibilities. The lawyers of this Firm have received the following assurances from the Company, namely that the materials necessary for this legal opinion have been provided, and that the original materials, copies, and other documents provided are in compliance with the requirements of truthfulness, accuracy, and completeness, and that there are no concealments or omissions.
In this legal opinion, the lawyers of this Firm only express opinions on the convening and holding procedures of this Meeting, the qualifications of attendees, the qualifications of the convener, and whether the voting procedures and results comply with the provisions of the Company Law, the Shareholders' Meeting Rules, and other laws, regulations, normative documents, and the Articles of Association. No opinions are expressed regarding the content of the proposals discussed at the meeting or the truthfulness and accuracy of the facts or data presented in these proposals. This legal opinion is only for the purpose of witnessing the legality of the relevant matters of the Company's Meeting and shall not be used for any other purpose.
This Firm's lawyers have verified and validated the relevant documents and facts provided by the Company in accordance with the requirements of relevant laws and regulations, and hereby issue the following legal opinions: