Beijing Merits & Tree Law Offices
Legal Opinion on the Issuance Process and Subscriber Compliance of Shanghai Hanxun Information Technology Co., Ltd.'s 2025 Private Placement of Shares
To: Shanghai Hanxun Information Technology Co., Ltd. (the Issuer)
Pursuant to the "Lawyer Service Agreement" signed between our firm and the Issuer, our firm was entrusted by the Issuer to serve as the special legal counsel for the Issuer's current issuance and hereby renders a legal opinion on the compliance of the issuance process and subscriber qualifications for the Issuer's current issuance.
Our firm's lawyers, in accordance with the "Company Law of the People's Republic of China," "Securities Law of the People's Republic of China," "Administrative Measures for the Registration of Securities Issuance by Listed Companies" (hereinafter referred to as the "Registration Measures"), "Administrative Measures for Securities Issuance and Underwriting" (hereinafter referred to as the "Underwriting Measures"), "Implementation Rules for Securities Issuance and Underwriting Business of Listed Companies on the Shenzhen Stock Exchange" (hereinafter referred to as the "Implementation Rules"), "Measures for the Administration of Securities Legal Business of Law Firms," "Practice Rules for Securities Legal Business of Law Firms (Trial)," and other relevant laws, regulations, and normative documents, and in accordance with the generally recognized business standards, ethical norms, and due diligence spirit of the legal profession, have witnessed the on-site process of the Issuer's current issuance and the compliance of the subscribers, have inspected and verified the relevant documents and facts, and hereby issue this Legal Opinion.
Unless otherwise specified, the meanings of the terms used in this Legal Opinion are the same as those in the "Legal Opinion of Beijing Merits & Tree Law Offices on the Private Placement of Shares by Shanghai Hanxun Information Technology Co., Ltd." (hereinafter referred to as the "Legal Opinion") and the "Lawyer's Work Report of Beijing Merits & Tree Law Offices on the Private Placement of Shares by Shanghai Hanxun Information Technology Co., Ltd." (hereinafter referred to as the "Lawyer's Work Report"). The statements made by our firm's lawyers in the "Lawyer's Work Report" and the "Legal Opinion" continue to apply to this Legal Opinion.
I. Approvals and Authorizations for the Current Issuance
(I) Approvals and Authorizations from the Issuer's Board of Directors and Shareholders' Meeting
Upon examination of the relevant meeting notices, proposals, voting records, board resolutions, meeting minutes, and publicly disclosed information of the Issuer, the internal approvals and authorizations obtained by the Issuer for the current issuance are as follows:
-
On December 4, 2025, the Issuer held the 20th extraordinary meeting of the Third Board of Directors, which deliberated and passed proposals including "Proposal on the Conditions for the Company to Issue A Shares to Specific Objects on the ChiNext Market," "Proposal on the 2025 Plan for Issuing A Shares to Specific Objects," "Proposal on the Draft Plan for Issuing A Shares to Specific Objects in 2025," "Proposal on the Analysis Report on the 2025 Plan for Issuing A Shares to Specific Objects," "Proposal on the Feasibility Analysis Report on the Use of Proceeds from the 2025 Private Placement of A Shares," "Report on the Use of Proceeds from the Previous Issuance as of September 30, 2025," "Proposal on the Diluted Earnings Per Share and Corresponding Measures for the 2025 Private Placement of A Shares and Related Party Undertakings," and "Proposal on the Three-Year (2025-2027) Shareholder Return Plan," and resolved to submit these proposals to the Issuer's Shareholders' Meeting for deliberation.
-
On December 23, 2025, the Issuer held the second extraordinary Shareholders' Meeting of 2025, which deliberated and passed the aforementioned proposals related to the current issuance. The relevant proposals for the current issuance were passed by more than two-thirds of the voting rights of the shareholders present at the meeting.