北京市惠诚律师事务所上海分所 法律意见书 北京市惠诚律师事务所上海分所 关于 东方国际(集团)有限公司 免于发出要约事宜的 法律意见书 法律意见书 北京市惠诚律师事务所上海分所 关于东方国际(集团)有限公司免于发出要约事宜的 法律意见书 二零二五年七月 北京市惠诚律师事务所上海分所 Beijing Huicheng Law Firm Shanghai Office 上海市普陀区新会路 468 号中环现代大厦 13 楼 13F, No.468 Xin Hui Road, Putuo District, Shanghai, China 电话（Tel.):(021) 63588005 北京市惠诚律师事务所上海分所 致东方国际(集团)有限公司: 北京市惠诚律师事务所上海分所(以下简称"本所")接受东方国际(集团) 有限公司的委托,就上海上实(集团)有限公司所持东方国际创业股份有限公司 2300 万股股份无偿划转至东方国际(集团)有限公司之事宜免于发出要约出具 本法律意见书。 本所根据《中华人民共和国公司法》(以下简称《公司法》)《中华人民共和 国证券法》(以下简称《证券法》《上市公司收购管理办法》(以下简称《收购办 ...

Meeting Overview - The shareholders' meeting of Dongfang International Entrepreneurship Co., Ltd. was held on June 27, 2025, in Shanghai, with a total attendance representing 67.9073% of the shares [1] - The meeting was conducted in accordance with the Company Law and the Articles of Association, with the chairman presiding over the session [1] Voting Results - All proposed resolutions were passed with significant majority votes, including: - 99.7679% approval for the first resolution [1] - 99.7483% approval for the second resolution [1] - 99.7499% approval for the third resolution [1] - 90.9133% approval for the resolution regarding daily related party transactions, with a maximum amount of 800 million RMB [1] - 99.6005% approval for the guarantee limit for subsidiaries, not exceeding 10.3 million RMB [2] Financial Transactions and Limits - The company approved daily maximum deposits of 9.419 billion RMB and maximum loan balances of 3.775 billion RMB for 2025 [1] - The company authorized a foreign exchange hedging business with a total transaction limit of up to 1.057 billion USD (approximately 12 billion RMB) [2] Profit Distribution - The company plans to distribute a total of 1,476,791,786.51 RMB in dividends for the year 2025, with adjustments based on any changes in total share capital [2][3] - The board of directors was authorized to handle mid-term profit distribution for 2024 [2] Legal Compliance - The meeting was attended by legal representatives from Shanghai Jinmao Kaide Law Firm, confirming that all procedures complied with legal and regulatory requirements [4]

Group 1 - The annual general meeting of Dongfang International Entrepreneurship Co., Ltd. is scheduled for June 27, 2025, in Shanghai [1] - The law firm Jin Mao Partners has been appointed to provide legal opinions regarding the meeting's compliance with relevant laws and regulations [2][3] - The meeting will utilize a combination of on-site and online voting methods, ensuring accessibility for all shareholders [3][5] Group 2 - The notice for the meeting was published on June 7, 2025, and included all necessary details such as voting methods and meeting agenda [3][5] - A total of 267 shareholders and representatives attended the meeting, with voting rights verified [6] - Various proposals were presented, including temporary proposals submitted by shareholders, which were deemed valid and within the scope of the meeting's authority [4][6] Group 3 - The voting process was conducted in accordance with legal requirements, with specific provisions for related party abstentions [6][7] - The results of the voting were compiled from both on-site and online platforms, with certain resolutions requiring a supermajority for approval [6][7] - The law firm concluded that all procedures and resolutions from the meeting were legally valid and compliant with the company's articles of association [7]

证券代码：600278 证券简称：东方创业 公告编号：2025-031 东方国际创业股份有限公司 2024年年度股东会决议公告 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述 或者重大遗漏，并对其内容的真实性、准确性和完整性承担法律责任。 重要内容提示： 本次会议是否有否决议案：无 一、 会议召开和出席情况 (一)股东会召开的时间：2025 年 6 月 27 日 (二)股东会召开的地点：上海长宁区娄山关路 85 号 A 座 26 楼会议室 (三)出席会议的普通股股东和恢复表决权的优先股股东及其持有股份情况： | 1、出席会议的股东和代理人人数 | 267 | | --- | --- | | 2、出席会议的股东所持有表决权的股份总数（股） | 595,644,619 | | 3、出席会议的股东所持有表决权股份数占公司有表决权股 | | | 份总数的比例（%） | 67.9073 | (四)表决方式是否符合《公司法》及《公司章程》的规定，股东会主持情况等。 本次会议采取现场和网络投票相结合的方式，现场会议主持人为公司董事长 谭明先生。本次会议的召集、召开和表决方式符合《公司法》、《公司章程》等 ...

本所律师同意公司将本法律意见书作为本次股东会的法定文件，随其他文 件一并报送上海证券交易所审查并予以公告。 Jin Mao Partners 金 茂 凯 德 律 师 事 务 所 13F, HongKongNewWorld Tower, No.300 HuaihaiZhongRd, Shanghai, 200021,P.R.C. 中国上海淮海中路 300 号香港新世界大厦 13 层邮编：200021 Tel/电话:(8621)63872000 Fax/传真:(8621)63353272 上海金茂凯德律师事务所 关于东方国际创业股份有限公司 2024 年年度股东会的法律意见书 致：东方国际创业股份有限公司 东方国际创业股份有限公司（以下简称"公司"）2024 年年度股东会（以下 简称"本次股东会"）于 2025 年 6 月 27 日下午在上海市长宁区娄山关路 85 号 A 座 26 楼会议室召开。上海金茂凯德律师事务所（以下简称"本所"）经公司 聘请委派欧龙律师、张博文律师（以下简称"本所律师"）出席会议，并根据《中 华人民共和国公司法》（以下简称"《公司法》"）、《中华人民共和国证券法》 （以下简称"《证券法》 ...

Core Points - The document outlines the rules and procedures for the board meetings of Dongfang International Entrepreneurship Co., Ltd, aiming to enhance the effectiveness and scientific decision-making of the board [1][2][3] Group 1: Board Structure and Responsibilities - The board of directors is the decision-making body responsible for managing the company's assets and ensuring the interests of shareholders are maintained [1][2] - The board must comply with national laws and regulations, ensuring fair treatment of all shareholders and considering the interests of stakeholders [2][3] - The board can establish specialized committees, including an audit committee, a strategy committee, and a remuneration and assessment committee, to assist in its functions [2][3] Group 2: Meeting Procedures - Board meetings are categorized into regular and temporary meetings, with regular meetings held at least twice a year [4][5] - The board office is responsible for gathering opinions from directors before proposing meeting agendas, which the chairman will finalize [4][5] - Meeting notifications must be sent out in advance, with specific timelines for regular (seven days) and temporary meetings (three days) [5][6] Group 3: Voting and Decision-Making - Decisions require a majority vote from the directors present, with specific rules for abstentions and conflicts of interest [11][12] - The board must avoid making decisions on proposals not included in the meeting notice unless all directors agree [10][12] - The board's resolutions must comply with the company's articles of association and relevant laws, with specific provisions for profit distribution and decision-making processes [13][16] Group 4: Documentation and Record-Keeping - The board secretary is responsible for maintaining comprehensive records of meetings, including minutes, resolutions, and attendance [31][36] - Meeting records must be signed by attending directors, and any dissenting opinions should be documented [33][36] - All meeting documentation must be preserved for a period of fifteen years [36]

Core Points - The document outlines the establishment and operational guidelines for the Audit Committee of Dongfang International Entrepreneurship Co., Ltd, aimed at enhancing the decision-making function of the board and ensuring effective supervision of the management team [1][2]. Group 1: General Provisions - The Audit Committee is established as a specialized working body of the board, responsible for internal and external audit communication, supervision, and verification [2]. - The committee is tasked with promoting effective internal controls and ensuring the accuracy and completeness of financial reports [2]. Group 2: Composition of the Committee - The Audit Committee consists of three to seven directors, with a majority being independent directors and at least one being a professional accountant [3]. - The committee members are nominated by the chairman or a majority of independent directors and elected by the board [3]. - The committee is required to undergo training to acquire necessary legal, accounting, and regulatory knowledge [3]. Group 3: Responsibilities and Authority - The main responsibilities include proposing the hiring or replacement of external auditors, reviewing financial information, and supervising internal controls [5][6]. - The committee must approve significant accounting policy changes and ensure compliance with legal and regulatory requirements [5]. Group 4: Decision-Making Procedures - The Audit Working Group prepares materials for the committee's decision-making, which includes evaluations of external auditors and assessments of internal audit effectiveness [6]. - Regular meetings are held at least quarterly, with provisions for special meetings as needed [7]. Group 5: Meeting Rules - Meetings require a two-thirds attendance of committee members to be valid, and decisions must be approved by a majority [9]. - Members must attend personally or delegate their voting rights through a signed proxy [9]. Group 6: Miscellaneous Provisions - The document stipulates that any unresolved matters will be governed by relevant national laws and regulations [10]. - The interpretation rights of the document are reserved for the board office of the company [10].

Core Viewpoint - The document outlines the management and usage of raised funds by Dongfang International Entrepreneurship Co., Ltd, emphasizing the need for transparency, compliance with regulations, and safeguarding investor interests [1][2]. Group 1: General Principles - The purpose of the fund management system is to standardize the use and management of raised funds to protect investor interests [1]. - The raised funds refer to money obtained through public and private securities issuance, excluding funds raised for equity incentive plans [1]. - The company must ensure the safe and compliant use of raised funds, with detailed records maintained by the accounting department [1][2]. Group 2: Fund Storage - The company must prudently select commercial banks to open special accounts for raised funds, ensuring centralized management [2][3]. - The special accounts must not hold non-raised funds or be used for other purposes [2][3]. - A tripartite supervision agreement must be signed with the sponsor and the bank within one month of the funds being received [3]. Group 3: Fund Usage - Raised funds should be used according to the investment projects and amounts specified in the prospectus, with strict adherence to the intended use [4][5]. - Any significant changes affecting the normal use of raised funds must be reported promptly [4][5]. - The company is prohibited from using raised funds for financial investments or providing funds to controlling shareholders or related parties [5][6]. Group 4: Management of Idle Funds - Idle raised funds can be temporarily used for cash management, provided it does not affect the normal investment plans [6][7]. - The company must report any temporary use of idle funds for working capital to the stock exchange [8]. - Any surplus funds after project completion must be used for other investment projects or returned to the special account [9][10]. Group 5: Changes in Fund Allocation - Any changes to the investment projects must be approved by the board and the shareholders, with clear disclosure of reasons and new project details [10][11]. - The company must ensure that any new projects are aligned with its main business and have a solid feasibility analysis [10][11]. Group 6: Monitoring and Reporting - The board must conduct a comprehensive review of the fund usage and progress every six months, providing a special report to the stock exchange [13][14]. - The sponsor must conduct on-site investigations of the fund management at least semi-annually [14]. - Any discrepancies in fund usage must be explained in the special report, and the company must disclose the results of audits and reviews [13][14].

Group 1 - The company held its 30th meeting of the 9th Board of Directors on June 12, 2025, to discuss various resolutions aimed at improving governance and protecting investor rights [1] - The company plans to amend its Articles of Association to eliminate the Supervisory Board, transferring its powers to the Audit Committee of the Board [2] - The revised Articles of Association and related rules will be submitted for approval at the 2024 Annual General Meeting [2][3] Group 2 - The Board approved an annual allowance of 120,000 yuan (before tax) for independent directors, to be paid monthly [3] - The 2024 Annual General Meeting is scheduled for June 27, 2025, to review the annual report and other proposals [3] - The controlling shareholder proposed additional resolutions regarding the amendment of the Articles of Association and the cancellation of the Supervisory Board for the upcoming shareholder meeting [3]

Core Points - The company is holding a shareholders' meeting on June 27, 2025, to discuss various proposals and reports, including the annual financial report and budget for 2025 [5][29] - The company reported a net asset of 7.55 billion yuan at the end of 2024, a 3.57% increase year-on-year, with a revenue of 35.43 billion yuan, up 5.30%, and a net profit of 216 million yuan, down 20.53% [7][29] - The company plans to conduct related party transactions in 2025, with expected amounts for various transactions, including 800 million yuan for daily operational purchases and 60 million yuan for management fees [31][34] Meeting Procedures - The meeting will have a secretariat responsible for related matters, and only registered shareholders can attend and vote [1][2] - Voting will be conducted using a computer software system, and shareholders must select one option from "agree," "disagree," or "abstain" [2] - Certain proposals, such as those involving related party transactions, require a two-thirds majority vote from attending shareholders [2][4] Financial Reports - The company achieved a revenue of 35.43 billion yuan in 2024, exceeding the budget by 18% [30] - The net profit for 2024 was 216 million yuan, which is 90.11% of the budgeted amount [30] - The company plans a budget of 25 billion yuan for revenue in 2025, with a projected net profit of 200 million yuan [30] Proposals for 2025 - The company will propose to authorize the board to issue shares to specific targets using simplified procedures [4][6] - A proposal to amend the company's articles of association and cancel the supervisory board will also be presented [6][8] - The company aims to maintain a focus on value management and enhance operational efficiency through various strategies [20][28] Social Responsibility and Governance - The company emphasizes its commitment to social responsibility, including poverty alleviation and talent development initiatives [13][14] - The internal control system is reported to be effective, with no significant deficiencies found during the evaluation [28][18] - The company aims to enhance its ESG (Environmental, Social, and Governance) practices and improve stakeholder collaboration [14][20]