Legal Opinion
1. Approval and Authorization for This Issuance
(1) Approval by the Issuer's Board of Directors
On January 14, 2026, the issuer convened the eighth meeting of the fourth board of directors, which approved several proposals related to the issuance of convertible bonds, including the conditions for issuance, the issuance plan, and the feasibility analysis report for the use of raised funds. The board also proposed to hold the first extraordinary general meeting of shareholders in 2026 to review these proposals.
(2) Approval and Authorization by the Issuer's Shareholders
On January 30, 2026, the issuer held the first extraordinary general meeting of shareholders in 2026, which approved the proposals submitted by the board of directors regarding the issuance plan and authorized the board or its authorized personnel to handle all matters related to the issuance of convertible bonds. Based on the resolutions and meeting records, the legal counsel confirmed that the resolutions were made in accordance with the Company Law, the Registration Management Measures, and the Articles of Association, and are legally valid.
2. Qualification of the Issuer for This Issuance
(1) Basic Information of the Issuer
According to the business license issued by the Shenzhen Market Supervision Administration on September 11, 2020, the issuer's basic information is as follows:
| Name | Richinfo Technology Co., Ltd. |
|---|---|
| Address | 31st Floor, Richinfo Technology Building, No. 3176, Keyuan South Road, Nanshan District, Shenzhen |
| Legal Representative | Yang Liangzhi |
| Registered Capital | RMB 451.2109 million |
| Company Type | Other Joint Stock Company (Listed) |
| Business Scope | General business projects include: technology development of computer software and hardware communication equipment, computer system integration and related technical services, information technology consulting, software sales, and various other services. |
(2) Qualification of the Issuer for This Issuance
Based on the issuer's valid business license and corporate records, the issuer is a legally established and validly existing joint-stock company listed in mainland China (stock code: 300634). There are no circumstances under laws or the Articles of Association that require termination of the issuer's operations.
3. Substantive Conditions for This Issuance
(1) Compliance with the Company Law
- The issuer's shareholders have made a resolution regarding the issuance of convertible bonds, specifying the conversion method, in accordance with Article 202 of the Company Law.
- The bondholders will have the option to convert their bonds into shares, in compliance with Article 203 of the Company Law.
(2) Compliance with the Securities Law
- The issuer has established a sound governance structure, including a board of directors and a supervisory board, and has appointed necessary senior management, in accordance with the Company Law and Articles of Association.
- The issuer's average distributable profits over the last three years are sufficient to cover one year's interest on the bonds, in compliance with the Securities Law.
(3) Compliance with the Registration Management Measures
The issuance complies with the relevant provisions of the Registration Management Measures and other regulations set by the State Council's securities regulatory authority.
4. Establishment of the Issuer
(1) Establishment Procedures and Qualifications
The issuer was established through the overall change of Shenzhen Richinfo Technology Co., Ltd. into a joint-stock company, with all procedures and qualifications meeting the legal requirements.
(2) Independence of the Issuer
The issuer operates independently with a complete business system and has the ability to conduct business autonomously, unaffected by its controlling shareholders or related parties.
5. Major Shareholders and Shareholding Structure
As of December 31, 2025, the top ten shareholders of the issuer are as follows: