Beijing Jin Du Law Firm (hereinafter referred to as "this firm") has been entrusted by Beijing Shuzhi Technology Co., Ltd. (hereinafter referred to as "the company") to issue this legal opinion based on the "Securities Law of the People's Republic of China" (hereinafter referred to as "Securities Law"), "Company Law of the People's Republic of China" (hereinafter referred to as "Company Law"), and the "Rules for General Meetings of Shareholders of Listed Companies" issued by the China Securities Regulatory Commission (hereinafter referred to as "Shareholders Meeting Rules"), as well as other applicable laws, administrative regulations, rules, and normative documents currently in effect within the People's Republic of China (hereinafter referred to as "China") for the purpose of this legal opinion (excluding the Hong Kong Special Administrative Region, Macao Special Administrative Region, and Taiwan). This firm appointed lawyers to attend the 2021 Annual General Meeting of Shareholders (hereinafter referred to as "this meeting") held by the company on May 20, 2022, via video conference and issued this legal opinion regarding matters related to this meeting.
To issue this legal opinion, the lawyers of this firm reviewed the following documents provided by the company:
- Articles of Association of the Company;
- Board Resolution Announcement published by the company on April 29, 2022, on the Giant Tide Information Network and Shenzhen Stock Exchange website (http://www.szse.cn);
- Supervisory Committee Resolution Announcement published by the company on April 29, 2022, on the Giant Tide Information Network and Shenzhen Stock Exchange website (http://www.szse.cn);
- Independent Directors' Pre-approval Opinions on Related Matters published by the company on April 29, 2022, on the Giant Tide Information Network and Shenzhen Stock Exchange website (http://www.szse.cn);
- Independent Directors' Independent Opinions on Related Matters published by the company on April 29, 2022, on the Giant Tide Information Network and Shenzhen Stock Exchange website (http://www.szse.cn);
- 2021 Annual Board Work Report published by the company on April 29, 2022, on the Giant Tide Information Network and Shenzhen Stock Exchange website (http://www.szse.cn);
- 2021 Annual Supervisory Committee Work Report published by the company on April 29, 2022, on the Giant Tide Information Network and Shenzhen Stock Exchange website (http://www.szse.cn);
- 2021 Annual Report published by the company on April 29, 2022, on the Giant Tide Information Network and Shenzhen Stock Exchange website (http://www.szse.cn);
- Notice of the 2021 Annual General Meeting of Shareholders published by the company on April 29, 2022, on the Giant Tide Information Network and Shenzhen Stock Exchange website (http://www.szse.cn);
- Shareholder register on the record date for this meeting;
- Attendance registration records and supporting documents of shareholders present at the meeting;
- Statistical results of online voting for this meeting provided by Shenzhen Securities Information Co., Ltd.;
- Proposals for this meeting and related announcement documents;
- Other meeting documents.
The company has assured this firm that it has disclosed all facts that could affect the issuance of this legal opinion and provided all original written materials, copies, commitment letters, or certificates required by this firm for issuing this legal opinion, with no concealment, false statements, or significant omissions. The documents and materials provided by the company to this firm are true, accurate, complete, and valid, and if the documents are copies or reproductions, they are consistent with the originals.
In this legal opinion, this firm only expresses opinions on the convening and holding procedures of this meeting, the qualifications of attendees, the qualifications of the convener, the voting procedures, and whether the voting results comply with relevant laws, administrative regulations, the Shareholders Meeting Rules, and the Articles of Association. This firm does not express opinions on the content of the proposals reviewed at this meeting or the truthfulness and accuracy of the facts or data presented in those proposals. This firm only expresses opinions based on currently effective laws and regulations within China and does not express opinions based on any foreign laws.