Legal Opinion from Beijing Jin Du Law Firm on the First Extraordinary Shareholders' Meeting of Beijing Capital Online Technology Co., Ltd. in 2026
To: Beijing Capital Online Technology Co., Ltd.
Beijing Jin Du Law Firm (hereinafter referred to as "our firm") has been entrusted by Beijing Capital Online 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 Shareholders' Meetings 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 territory of 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 Province). Our firm appointed lawyers to attend the first extraordinary shareholders' meeting of the Company held on February 24, 2026 (hereinafter referred to as "this Shareholders' Meeting") and issued this legal opinion regarding matters related to this Shareholders' Meeting.
To issue this legal opinion, our firm's lawyers reviewed the following documents provided by the Company, including but not limited to:
- The articles of association approved by the resolution of the Company's fourth extraordinary shareholders' meeting in 2025;
- The announcement of the resolutions of the 12th meeting of the 6th Board of Directors published by the Company on February 6, 2026, on the Giant Tide Information Network and the Shenzhen Stock Exchange website;
- The notice of the first extraordinary shareholders' meeting published by the Company on February 6, 2026, on the Giant Tide Information Network and the Shenzhen Stock Exchange website (hereinafter referred to as "Shareholders' Meeting Notice");
- The shareholder register as of the record date for this Shareholders' Meeting;
- The attendance registration records and supporting materials of shareholders present at the meeting;
- The announcements regarding the agenda items for this Shareholders' Meeting and related content;
- The statistical results of the online voting for this Shareholders' Meeting provided by Shenzhen Securities Information Co., Ltd.; and
- Other meeting documents.
The Company has assured our firm that it has disclosed all facts that could affect the issuance of this legal opinion and provided the original written materials, copies, and commitments required by our firm for issuing this legal opinion, with no concealment, false statements, or significant omissions. The documents and materials provided by the Company are true, accurate, complete, and valid, and if the documents are copies or reproductions, they are consistent with the originals.
In this legal opinion, our firm only expresses opinions on the convening and holding procedures of this Shareholders' Meeting, the qualifications of the attendees, the qualifications of the convener, and the voting procedures, as well as whether the voting results comply with the relevant laws, administrative regulations, "Shareholders' Meeting Rules," and the articles of association. We do not express opinions on the content of the proposals reviewed at this Shareholders' Meeting or the truthfulness and accuracy of the facts or data presented in those proposals. Our firm only expresses opinions based on the currently effective laws and regulations within China and does not express opinions based on any foreign laws.