法律意见书 浙江天册律师事务所 关于 每日互动股份有限公司 2025 年第一次临时股东大会的 法律意见书 浙江省杭州市杭大路 1 号黄龙世纪广场 A 座 11 楼 310007 电话：0571-87901111 传真：0571-87901500 法律意见书 浙江天册律师事务所 关于每日互动股份有限公司 2025 年第一次临时股东大会的 法律意见书 编号：TCYJS2025H1142 号 致：每日互动股份有限公司 浙江天册律师事务所（以下简称"本所"）接受每日互动股份有限公司（以下 简称"每日互动"或"公司"）的委托，指派本所律师参加公司 2025 年第一次临时 股东大会，并根据《中华人民共和国证券法》（以下简称"《证券法》"）、《中 华人民共和国公司法》（以下简称"《公司法》"）和《上市公司股东会规则》（以 下简称"《股东会规则》"）等法律、法规和其他有关规范性文件的要求出具本法 律意见书。 在本法律意见书中，本所律师仅对本次股东大会召集、召开程序、出席人员的 资格、召集人的资格、表决程序及表决结果的合法有效性发表意见，不对会议所审 议的议案内容和该等议案中所表述的事实或数据的真实性和准确性发表意见。 本法律 ...

Meeting Announcement - The company has announced the convening of the 2025 First Extraordinary General Meeting of Shareholders on July 10, 2025, at 14:00 [1][2] - The meeting will include both on-site and online voting options for shareholders [2][5] Voting Procedures - Shareholders can choose to vote either in person or online, with specific time slots for online voting provided [2][5] - The voting rights are granted to shareholders registered by the cut-off date, and they can appoint proxies to attend and vote on their behalf [2][3] Agenda Items - The meeting will discuss various proposals, including the election of independent directors and amendments to the company's articles of association [3][4] - Certain proposals require a special resolution, needing approval from over two-thirds of the voting rights, while others require a simple majority [3][4] Registration Details - Registration for the meeting will take place on July 9, 2025, with specific requirements for documentation [4][5] - The registration location is specified, and contact information for inquiries is provided [5] Online Voting Process - Detailed procedures for participating in online voting are outlined, including the need for identity verification [7][9] - Shareholders must adhere to the limits on the number of votes they can cast based on their shareholdings [8][9]

Core Viewpoint - The company has established a financial assistance management system to regulate its financial assistance activities, mitigate financial risks, and enhance corporate governance and internal control [1][2]. Summary by Sections General Principles - The financial assistance provided by the company includes both compensated and uncompensated funding, excluding certain scenarios such as lending as a core business or assistance to majority-owned subsidiaries [1]. Restrictions and Requirements for Financial Assistance - The company must protect shareholders' rights and adhere to principles of equality, voluntariness, and fairness when providing financial assistance [2]. - Strict approval procedures and information disclosure obligations must be followed when engaging in financial transactions with directors, senior management, and related parties [2]. Approval Procedures for Financial Assistance - Financial assistance must be approved by the board of directors or the shareholders' meeting [4]. - The board must assess the financial condition and creditworthiness of the recipient before approving assistance [4][5]. Information Disclosure for Financial Assistance - The company is required to disclose details of financial assistance, including the nature of the assistance, recipient's basic information, risk prevention measures, and board opinions [6]. - If the recipient fails to repay or faces financial difficulties, the company must disclose the situation and any remedial measures taken [6][7]. Responsibilities and Division of Labor - The finance department is responsible for assessing the recipient's financial health and monitoring the assistance provided [7]. - The internal audit department oversees compliance with the financial assistance policies [7]. Accountability - Any violations of the financial assistance policy that result in losses or negative impacts on the company will lead to accountability measures against responsible personnel [7].

Core Points - The document outlines the information disclosure system of Daily Interaction Co., Ltd, ensuring compliance with relevant laws and regulations to protect the rights of shareholders and the public [2][3][4] - The company is required to disclose information in a timely, accurate, and complete manner, avoiding any misleading statements or omissions [3][4][5] - The responsibilities of the board of directors and senior management include ensuring the authenticity and completeness of disclosed information [4][6] Information Disclosure Obligations - Information disclosure must be made simultaneously to all investors, and any selective disclosure is prohibited [3][4] - The company must disclose periodic reports, including annual, semi-annual, and quarterly reports, within specified timeframes [6][11] - Major events that could significantly impact the company's stock price must be disclosed immediately [21][22] Reporting Requirements - Annual reports must include key financial data, shareholder information, and significant events affecting the company [13][14] - The company must provide performance forecasts if certain financial conditions are met, such as a net profit loss or significant changes in profit [18][19] - Any non-standard audit reports must be explained in the context of the financial disclosures [20][22] Management of Information Disclosure - The board of directors is responsible for overseeing the preparation and submission of disclosure documents [30][31] - The company must maintain a dedicated office for managing information disclosure, ensuring that all relevant information is reported accurately [6][30] - The board secretary plays a crucial role in coordinating disclosure activities and ensuring compliance with regulations [16][30] Legal Responsibilities and Penalties - The company and its executives are held accountable for the accuracy and completeness of disclosed information, with penalties for violations [45][46] - The document outlines potential regulatory actions by the China Securities Regulatory Commission for non-compliance, including fines and other sanctions [20][21] - There are provisions for handling insider information and ensuring that it is not disclosed improperly [3][4][5]

Core Points - The document outlines the independent director working system of Daily Interactive Co., Ltd, aiming to enhance corporate governance and protect minority shareholders' interests [1][2] - Independent directors must not have any direct or indirect relationships that could affect their independent judgment [1][2] - The system is designed to comply with relevant laws and regulations, ensuring the company's sustainable and standardized development [2][4] Section Summaries General Provisions - The independent directors are responsible for maintaining the overall interests of the company and protecting the legal rights of minority shareholders [2][4] - The proportion of independent directors in the board must not be less than one-third, including at least one accounting professional [2][4] Qualifications and Appointment - Independent directors must possess independence and cannot hold certain positions or relationships that may compromise their impartiality [6][7] - The nomination of independent directors can be proposed by shareholders holding more than 1% of the company's shares [5][6] Responsibilities and Duties - Independent directors are required to participate in board decisions, supervise potential conflicts of interest, and provide professional advice [17][18] - They have special rights to hire external consultants, propose meetings, and express independent opinions on matters that may harm the company or minority shareholders [18][19] Performance Assurance - The company must provide necessary working conditions and support for independent directors to fulfill their duties effectively [32][33] - Independent directors are entitled to equal access to information and must be informed of the company's operational status regularly [33][34] Compensation and Insurance - The company is responsible for covering expenses incurred by independent directors when hiring professional institutions [37][38] - Independent directors may receive appropriate allowances, which must be approved by the board and disclosed in the annual report [38][39]

Core Viewpoint - The legal opinion letter from Grandall Law Firm (Hangzhou) confirms that the adjustments to the stock incentive plan of Daily Interaction Co., Ltd. are compliant with relevant laws and regulations, including the adjustment of stock grant prices, the cancellation of certain restricted stocks, and the fulfillment of vesting conditions for the first vesting period [2][6][14]. Group 1: Legal Compliance and Approval - The law firm conducted a thorough verification of the relevant documents and facts, ensuring that the legal opinions provided are accurate and complete [3][4]. - Daily Interaction has guaranteed the authenticity and completeness of the materials provided to the law firm for the issuance of the legal opinion [4][5]. - The necessary approvals and authorizations for the adjustments, cancellations, and vesting matters have been obtained, in accordance with the relevant regulations and the incentive plan [6][14]. Group 2: Stock Grant Price Adjustment - The adjustment of the stock grant price was necessitated by the distribution of cash dividends to shareholders, with the adjusted grant price calculated as follows: P = P0 - V, where P0 is the original grant price and V is the cash dividend per share [6][7]. - The adjusted grant price after the dividend distribution is 19.97 CNY per share, down from the original price of 20.02 CNY [7]. Group 3: Cancellation of Restricted Stocks - A total of 1.07 million shares of restricted stock were canceled due to 44 individuals no longer qualifying as incentive recipients due to personal reasons [8][14]. - The cancellation of these shares is in compliance with the relevant regulations and the incentive plan [8][14]. Group 4: Vesting Conditions - The first vesting period for the restricted stocks is defined as the period from April 25, 2023, to April 24, 2026 [8][11]. - The conditions for vesting have been met, including the absence of negative audit opinions and compliance with performance targets [10][11]. - The performance assessment for the first vesting period requires a net profit growth rate of no less than 35% compared to the previous year [11][12].

Core Points - The article outlines the rules and regulations governing the Compensation and Assessment Committee of Daily Interactive Co., Ltd. [1][2] - The committee is responsible for establishing assessment standards and compensation policies for directors and senior management, reporting to the board of directors [1][3] Group 1: General Provisions - The committee is established to enhance the governance structure of the company and is based on various legal and regulatory frameworks [1] - The committee consists of three directors, including two independent directors [2] Group 2: Responsibilities and Authority - The committee is tasked with formulating assessment standards for directors and senior management, as well as reviewing compensation policies [3][4] - Recommendations made by the committee regarding compensation must be documented if not fully adopted by the board [3] Group 3: Decision-Making Procedures - The committee must prepare relevant materials for decision-making, including financial indicators and performance evaluations [4][5] - Meetings of the committee require a two-thirds attendance to be valid, and decisions must be approved by a majority [5][6] Group 4: Meeting Regulations - The committee is required to hold at least one meeting annually, with specific notification and attendance requirements [5][6] - Meeting records must be maintained, and confidentiality obligations are imposed on committee members [6][7]

Group 1 - The core viewpoint of the news is the approval of the first vesting list for the 2023 restricted stock incentive plan by the company's remuneration and assessment committee [1][2] - A total of 171 eligible recipients will receive 2.577 million shares under the first vesting period of the incentive plan [2] - The committee confirmed that the vesting conditions for the first grant of the incentive plan have been met, and the qualifications of the recipients comply with relevant laws and regulations [1][2] Group 2 - 44 individuals lost their eligibility due to resignation, which does not meet the vesting conditions [1] - The incentive plan adheres to the stipulations set forth in the Company Law, Securities Law, and the company's articles of association [1] - The approval of the vesting list does not harm the interests of the company and its shareholders [2]

Group 1 - The company held its 19th meeting of the third supervisory board on June 23, 2025, with all three supervisors present, confirming compliance with relevant regulations and company bylaws [1] - The supervisory board approved the adjustment of the grant price for the first portion of the 2023 restricted stock incentive plan, stating that the adjustment aligns with the relevant regulations [1][2] - The board also approved the adjustment of the number of shares eligible for vesting under the 2023 restricted stock incentive plan, confirming that the cancellation of unvested shares does not harm shareholder interests [2][3] Group 2 - The supervisory board confirmed that the first vesting period of the 2023 restricted stock incentive plan meets the vesting conditions, allowing 171 eligible participants to vest 2.577 million shares [3][4] - Legal opinions were obtained regarding the adjustments made to the incentive plan, ensuring compliance with applicable laws and regulations [2][4]

证券代码：300766 证券简称：每日互动 公告编号：2025-028 每日互动股份有限公司 （二）2023 年 4 月 5 日至 2023 年 4 月 14 公司对拟首次授予激 励对象的姓名和职务在公司内部进行了公示，在公示期内，公司监事 会未接到与本激励计划首次授予激励对象有关的任何异议。2023 年 4 月 15 日公司监事会发表了《监事会关于公司 2023 年限制性股票激励 计划首次授予激励对象名单的核查意见及公示情况说明》。 （三）2023 年 4 月 20 日，公司召开 2023 年第二次临时股东大 会，审议并通过了《关于公司<2023 年限制性股票激励计划（草案）> 及其摘要的议案》《关于公司<2023 年限制性股票激励计划实施考核 管理办法>的议案》及《关于授权董事会办理 2023 年限制性股票激励 计划相关事宜的议案》等议案。并披露了《关于公司 2023 年限制性 股票激励计划内幕信息知情人买卖公司股票情况的自查报告》。 （四）2023 年 4 月 24 日，公司召开第三届董事会第六次会议、 第三届监事会第六次会议，审议并通过了《关于向 2023 年限制性股 票激励计划激励对象首次授予限制性 ...