King & Wood Mallesons
Legal Opinion on the 2026 Restricted Stock Incentive Plan of Beijing Capital Online Data Service Co., Ltd.
To: Beijing Capital Online Data Service Co., Ltd.
King & Wood Mallesons (hereinafter referred to as "KWM") was engaged by Beijing Capital Online Data Service Co., Ltd. (hereinafter referred to as the "Company" or "Capital Online") to issue this legal opinion regarding the Company's 2026 Restricted Stock Incentive Plan (hereinafter referred to as the "Incentive Plan" or "this Incentive Plan"). This opinion is based on the Company's implementation of the plan in accordance with the Company Law of the People's Republic of China, the Securities Law of the People's Republic of China, the Administrative Measures for Equity Incentives of Listed Companies, the Shenzhen Stock Exchange GEM Listing Rules, and other relevant laws, regulations, and the Company's Articles of Association.
KWM has performed its duties with diligence and integrity, conducting thorough verification to ensure the facts stated herein are true, accurate, and complete, and that the conclusions reached are legal and accurate.
The issuance of this legal opinion is based on the following guarantees provided by the Company:
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The Company has provided all original documents, copies, and confirmations requested by KWM.
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All documents and materials provided are authentic, accurate, complete, and valid, with no omissions or misrepresentations.
KWM provides opinions solely on legal matters related to the Incentive Plan under the laws of the People's Republic of China (excluding Hong Kong, Macau, and Taiwan for the purposes of this opinion). KWM does not express opinions on the valuation of the underlying shares, performance assessment standards, or accounting and financial matters.
KWM consents to the Company using this legal opinion as a required document for the implementation of the Incentive Plan and submitting it to the Shenzhen Stock Exchange for public disclosure.
I. Conditions for the Company to Implement Equity Incentives
(1) Capital Online was established on July 13, 2005. Following approval by the China Securities Regulatory Commission (CSRC) and the Shenzhen Stock Exchange, the Company was listed on the Shenzhen Stock Exchange on July 1, 2020 (Stock Abbreviation: Capital Online; Stock Code: 300846). The Company currently holds a business license with the unified social credit code 911101087776681301, issued by the Beijing Chaoyang District Market Supervision Administration on November 26, 2025.
(2) Based on the audit reports issued by Dahua Certified Public Accountants (Special General Partnership) on March 19, 2026, and other relevant verification, the Company does not fall under any of the circumstances prohibited by Article 7 of the Administrative Measures for implementing an equity incentive plan:
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The financial report for the most recent fiscal year was issued with an adverse opinion or a disclaimer of opinion by a certified public accountant;
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The internal control report for the most recent fiscal year was issued with an adverse opinion or a disclaimer of opinion by a certified public accountant;
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Failure to distribute profits in accordance with laws, regulations, the Articles of Association, or public commitments within the last 36 months after listing;
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Other circumstances prohibited by laws and regulations;
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Other circumstances determined by the CSRC.
KWM concludes that as of the date of this opinion, Capital Online is a legally established and validly existing joint-stock company that meets the conditions for implementing an equity incentive plan.
II. Main Contents of the Equity Incentive Plan
On June 18, 2026, the Company held the 18th meeting of the 6th Board of Directors, which reviewed and approved the 2026 Restricted Stock Incentive Plan (Draft).
(1) Purpose of the Equity Incentive
The plan aims to establish a long-term incentive mechanism, attract and retain talent, and align the interests of shareholders, the Company, and the core team.