北京市建国门北大街 8 号华润大厦 20 层 邮编：100005 电话：(86-10) 8519-1300 传真：(86-10) 8519-1350 junhebj@junhe.com 北京市君合律师事务所 关于 北京致远互联软件股份有限公司 的 法律意见书 二零二五年八月 北京市君合律师事务所 关于北京致远互联软件股份有限公司 2025 年员工持股计划（草案）的 法律意见书 致：北京致远互联软件股份有限公司 北京市君合律师事务所（以下简称"本所"）为在北京市司法局注册设立并 依法执业的律师事务所。本所受北京致远互联软件股份有限公司（以下简称"致 远互联"、"公司"）的委托，担任致远互联 2025 年员工持股计划（以下简称 "本持股计划"）的专项法律顾问，依据《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》）、《中国证 券监督管理委员会关于上市公司实施员工持股计划试点的指导意见》（以下简称 《指导意见》）、《上海证券交易所科创板上市公司自律监管指引第 1 号——规 范运作》（以下简称《自律监管指引第 1 号》）及中华人民共和国（包括香港特 别行政区、澳门特别行政区 ...

General Provisions - The company aims to protect the legal rights of shareholders, employees, and creditors while adhering to the principles of the Communist Party and relevant laws [1][2] - The company was established as a joint-stock company in accordance with the Company Law and other regulations, with a registered capital of RMB 1,598,616,721 [1][3] Business Objectives and Scope - The company's business objective is to prioritize quality and customer satisfaction, positioning itself as a leader in the technology sector [3] - The approved business scope includes services in artificial intelligence, information systems integration, network security software development, big data services, and renewable energy technology [3][4] Shares - The company issues shares in the form of stocks, with all shares being ordinary shares [4][5] - The total number of issued shares is 1,598,616,721, with specific contributions from founding shareholders [5][6] Shareholder Rights and Responsibilities - Shareholders have rights to dividends, voting, and participation in company decisions, while also being obligated to comply with laws and the company's articles of association [9][10] - Shareholders holding more than 5% of shares must report any pledges of their shares to the company [13][41] Shareholder Meetings - The company holds annual and temporary shareholder meetings, with specific procedures for calling and conducting these meetings [48][49] - Shareholder meetings require a quorum and decisions are made based on majority or supermajority votes depending on the nature of the resolution [80][81] Decision-Making and Voting - Ordinary resolutions require a simple majority, while special resolutions require a two-thirds majority of the voting rights present [80][82] - The company must disclose voting results, especially for matters affecting minority investors [83][84]

Core Viewpoint - Keda Guochuang Software Co., Ltd. has completed the revision of its Articles of Association and the election of the new board of directors, along with changes in registered capital, which have been approved by the shareholders' meeting [1][2]. Group 1: Corporate Governance - The company held a meeting on April 27, 2025, to approve the amendment of the Articles of Association and the election of the new board of directors [1]. - The fifth board of directors' first meeting was held on May 20, 2025, where the proposal for changing registered capital and amending the Articles of Association was approved [1]. Group 2: Corporate Registration - The company has completed the registration procedures for the revised Articles of Association, board member registration, and changes in registered capital [1]. - The new business license was issued by the Hefei Market Supervision Administration, confirming the company's registered capital of 29,171,018 CNY [1]. Group 3: Business Scope - The company engages in various activities including software development, information system integration, artificial intelligence software development, cloud computing services, and IoT technology services [1].