北京市金杜律师事务所 关于北京慧辰资道资讯股份有限公司 向暂缓授予的激励对象授予限制性股票相关事项之 法律意见书 致：北京慧辰资道资讯股份有限公司 北京市金杜律师事务所（以下简称本所或金杜）接受北京慧辰资道资讯股份 有限公司（以下简称公司、上市公司或慧辰股份）委托，作为公司 2025 年限制性 股票激励计划（以下简称本计划或本激励计划）的专项法律顾问，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 《律师事务所证券法律业务执业规则（试行）》等规定及本法律意见书出具日以前 已经发生或者存在的事实，严格履行了法定职责，遵循了勤勉尽责和诚实信用原 则，进行了充分的核查验证，保证本法律意见所认定的事实真实、准确、完整， 所发表的结论性意见合法、准确，不存在虚假记载、误导性陈述或者重大遗漏， 并承担相应法律责任。 本所仅就与公司本次授予相关的法律问题发表意见，且仅根据中华人民共和 国境内（为本法律意见书之目的，不包括中国香港特别行政区、中国澳门特别行 政区和中国台湾省）现行法律法规发表法律意见，并不依据任何中国境外法律发 表法律意见。本所不对公司本计划所涉及的标的股票价 ...

Meeting Information - The third extraordinary general meeting of shareholders will be held on September 15, 2025, at 14:30 [1] - The meeting will utilize a combination of on-site and online voting methods [1] - The location for the on-site meeting is the company's conference room at 10 Jia, Jiu Xian Qiao North Road, Chaoyang District, Beijing [1] Voting Procedures - Shareholders can vote through the Shanghai Stock Exchange's online voting system, with voting available from 9:15 to 15:00 on the day of the meeting [1][2] - Specific voting procedures for margin trading, transfer, and other related accounts must comply with relevant regulations [2] - Shareholders must register by providing necessary identification documents, and proxy representation is allowed [4] Agenda Items - The meeting will review proposals related to capital structure, total investment, and extensions, which have been approved by the board [2] - There are no related shareholders required to abstain from voting [2] Attendance Requirements - Shareholders must be registered by the close of trading on September 9, 2025, to attend the meeting [4] - Various identification documents are required for different types of shareholders, including natural persons and legal entities [4] Contact Information - The company can be contacted at the address: 10 Jia, Jiu Xian Qiao North Road, Chaoyang District, Beijing, Postal Code: 100016 [5] - Contact person for inquiries is Liu Hongni, with a provided phone number and email [7]

Core Viewpoint - The company, Beijing Huichen Zidao Information Co., Ltd., has decided to abolish its supervisory board and amend its articles of association to enhance corporate governance in compliance with regulatory requirements [1][2]. Summary by Sections Reasons and Basis for Amendments - The amendments to the articles of association are aimed at aligning with the regulatory requirements for listed companies and improving corporate governance [1]. - The decision to eliminate the supervisory board is based on the transfer of its powers to the audit committee of the board of directors [1]. Specific Amendments to Articles of Association - The first article now includes the protection of the rights of employees in addition to shareholders and creditors [2]. - The second article clarifies the company's establishment under the Company Law and relevant regulations [2]. - The eighth article maintains that the general manager serves as the legal representative of the company, with provisions for timely appointment of a new representative upon resignation [2]. - New provisions have been added regarding the legal consequences of actions taken by the legal representative on behalf of the company [3]. - The ninth article confirms that shareholders are liable only to the extent of their subscribed shares [4]. - The tenth article states that the amended articles will serve as a binding document for the company and its stakeholders [5]. - The amendments include provisions for the issuance and transfer of shares, ensuring equal rights for shareholders [6][9]. - The articles now specify the conditions under which the company can repurchase its shares [8][9]. - New regulations have been introduced regarding the responsibilities and obligations of shareholders, including compliance with laws and regulations [22][24]. Governance and Shareholder Rights - The articles outline the rights of shareholders, including profit distribution and the ability to request meetings and participate in decision-making [14][15]. - Shareholders are granted the right to sue the company or its directors under certain conditions [17][18]. - The responsibilities of controlling shareholders and actual controllers are emphasized, including the prohibition of actions that harm the company or other shareholders [23][24]. Decision-Making and Voting Procedures - The articles detail the procedures for convening shareholder meetings and the requirements for valid resolutions [19][27]. - Specific voting thresholds are established for significant decisions, including capital increases and major asset transactions [27]. Financial and Operational Independence - The amendments reinforce the independence of the company’s operations, finances, and personnel from controlling shareholders [24][26]. - The company is required to take measures to prevent the misuse of funds or assets by controlling shareholders [24]. This comprehensive overview reflects the company's commitment to enhancing governance and aligning with regulatory standards through the proposed amendments to its articles of association.

Group 1 - The company held its 21st meeting of the fourth board of directors on May 16, 2025, to discuss the 2025 restricted stock incentive plan [2][12] - The board approved the granting of 1,926,000 shares of the first category of restricted stock to 72 eligible participants and 1,819,420 shares of the second category to 90 eligible participants, with a grant date set for May 16, 2025 [12][21] - The total number of restricted shares granted represents 5.04% of the company's total share capital of 74,274,500 shares [13][21] Group 2 - The supervisory board also convened on May 16, 2025, and approved the same restricted stock incentive plan, confirming that all participants met the necessary qualifications [8][31] - The granting price for the restricted stocks is set at 16.83 yuan per share [21][22] - The first category of restricted stock has a validity period of up to 36 months, while the second category has a validity period of up to 48 months [22][28] Group 3 - The company has implemented necessary confidentiality measures regarding the insider information related to the incentive plan, ensuring no insider trading occurred during the self-examination period [41][42] - The company confirmed that no insider information was leaked prior to the public disclosure of the incentive plan [44]

Core Viewpoint - The company conducted a self-examination regarding insider trading related to its 2025 restricted stock incentive plan, confirming that no insider trading occurred during the specified period [1][2][3] Group 1: Self-Examination Process - The self-examination covered the period from October 26, 2024, to April 25, 2025, prior to the public disclosure of the incentive plan [2] - The examination was conducted in accordance with relevant regulations, including the Management Measures for Equity Incentives of Listed Companies [2] Group 2: Findings - The company confirmed that there were no instances of insider trading by individuals with knowledge of the incentive plan during the self-examination period [2][3] - The company established necessary confidentiality measures and registered individuals with access to insider information [2]