Beijing King & Wood Mallesons (Hangzhou) Law Firm

About the 4th Extraordinary General Meeting of Shareholders of SUPCON Technology Co., Ltd. in 2024

Legal opinions

To: ZKTeco Co., Ltd

King & Wood Mallesons (Hangzhou) Law Firm (hereinafter referred to as the "Firm") was entrusted by SUPCON Technology Co., Ltd. (hereinafter referred to as the "Company") to People's Republic of China in China (hereinafter referred to as the "Rules") in accordance with the People's Republic of China Securities Law (hereinafter referred to as the "Securities Law"), the People's Republic of China Company Law (hereinafter referred to as the "Company Law"), and the Rules for the General Meeting of Shareholders of Listed Companies (2022 Revision) (hereinafter referred to as the "Rules of the General Meeting of Shareholders") of the China Securities Regulatory Commission. For the purposes of this legal opinion, excluding the laws, administrative regulations, rules and normative documents currently in force in Hong Kong S.A.R. of China, Macau S.A.R. of China and Taiwan of China, as well as the relevant provisions of the articles of association in force, lawyers were appointed to attend the company

The Fourth Extraordinary General Meeting of Shareholders for 2024 (hereinafter referred to as the "General Meeting of Shareholders") held on September 4, 2024,

And issue this legal opinion on matters related to the general meeting of shareholders.

In order to issue this legal opinion, our lawyers reviewed the following documents provided by the company, including but not limited to:

1. The "SUPCON Technology

Articles of Association of Technology Co., Ltd. (hereinafter referred to as the "Articles of Association");

2. Resolution of the Eighth Meeting of the Sixth Board of Directors of SUPCON Technology Co., Ltd.;

3. On August 20, 2024, the company was published on the website of the Shanghai Stock Exchange and the Juchao Information Network

Notice of Holding Technology Co., Ltd. on Convening the Fourth Extraordinary General Meeting of Shareholders in 2024 (to

hereinafter referred to as the "Notice of General Meeting of Shareholders");

4. On August 30, 2024, the company was published on the website of the Shanghai Stock Exchange and the Juchao Information Network

Meeting Materials of the Fourth Extraordinary General Meeting of Shareholders of Control Technology Co., Ltd. in 2024;

5. The register of shareholders on the record date of the company's general meeting of shareholders;

6. Attendance records and supporting materials of shareholders attending the on-site meeting;

7. The statistical results of the online voting of the general meeting of shareholders provided by SSE Information Network Co., Ltd.;

8. The company's general meeting of shareholders and announcements and other documents related to the content of the proposal;

9. Other parliamentary documents.

The Company has warranted to the Firm that the Company has disclosed to the Firm all facts sufficient to affect the issuance of this Legal Opinion and provided the original written materials, duplicate materials, photocopied materials, letters of undertaking or certifications required by the Firm to provide the Company for the issuance of this Legal Opinion, and there are no concealments, misrepresentations and material omissions; The documents and materials provided by the Company to the Firm are true, accurate, complete and valid, and the documents and materials are copies or photocopies, which are consistent and consistent with the originals.

In this legal opinion, the firm only expresses its opinions on the procedures for the convening and convening of the general meeting of shareholders, the qualifications of the persons attending the general meeting of shareholders and the qualifications of the convener, the voting procedures, and whether the voting results comply with the provisions of relevant laws, administrative regulations, the rules of the general meeting of shareholders and the articles of association of the company, and does not express opinions on the content of the proposals deliberated at the general meeting of shareholders and the authenticity and accuracy of the facts or data expressed in the proposals. The Firm only expresses opinions in accordance with the laws and regulations currently in force in China, and does not express opinions in accordance with any laws outside China.

In accordance with the relevant provisions of the above-mentioned laws, administrative regulations, rules and normative documents and the Articles of Association of the Company, as well as the facts that have occurred or existed before the date of issuance of this legal opinion, the firm has strictly performed its statutory duties, followed the principles of diligence and good faith, and fully verified and verified the relevant matters of the company's general meeting of shareholders to ensure that the facts identified in this legal opinion are true, accurate and complete, and the conclusive opinions issued in this legal opinion are legal and accurate, and there are no false records. misleading statements or material omissions, and bear corresponding legal liabilities.

The firm agrees to use this legal opinion as the announcement material of the general meeting of shareholders, and submit it to the relevant institutions and announce it together with other meeting documents. Otherwise, this legal opinion may not be used for any other purpose by any other person without the consent of the firm.

In accordance with the requirements of relevant laws and regulations, in accordance with the recognized professional standards, ethics and diligence of the lawyer industry, the lawyers of the firm attended the general meeting of shareholders, and verified the relevant facts of the convening and convening of the general meeting of shareholders and the documents provided by the company, and hereby issue the following legal opinions:

1. The convening and convening procedures of the general meeting of shareholders

(1) The convening of the general meeting of shareholders

On August 17, 2024, the company held the eighth meeting of the sixth board of directors to deliberate and approve the "About Proposal".

Please convene the proposal of the fourth extraordinary general meeting of shareholders of the company in 2024, which is decided to be held on September 4, 2024

The company's fourth extraordinary general meeting of shareholders in 2024.

On August 20, 2024, the company announced on the website of the Shanghai Stock Exchange and Juchao Information Network

(2) The convening of the general meeting of shareholders

1. The general meeting of shareholders will be held by a combination of on-site voting and online voting.

2. The on-site meeting of this General Meeting of Shareholders will be held on Thursday, September 4, 2024 at 14:00 pm

THE CONFERENCE ROOM OF ZHONGKONG SCIENCE AND TECHNOLOGY PARK, NO. 309 LIUHE ROAD, BINJIANG DISTRICT, HANGZHOU, ZHEJIANG PROVINCE, WAS HELD, AND THE ON-SITE MEETING WAS PRESIDED OVER BY CHAIRMAN CUI SHAN.

3. Adopt the online voting system of the Shanghai Stock Exchange and vote the voting time of the platform through the trading system

It is the trading time of the day of the general meeting of shareholders, that is, 9:15-9:25, 9:30-11:30, 13:00-15:00, and the voting time through the Internet voting platform is 9:15-15:00 on the day of the general meeting of shareholders.

After verification by the lawyers of the firm, the actual time, place, and method of the general meeting of shareholders and the proposals considered at the meeting are consistent with the time, place, method and matters submitted to the meeting for consideration announced in the notice of the general meeting of shareholders.

Our lawyers believe that the convening and convening of the company's general meeting of shareholders has fulfilled the legal procedures and complied with the relevant provisions of laws, administrative regulations and the Articles of Association.

2. Qualifications and qualifications of conveners attending the general meeting of shareholders

(1) Qualifications of persons attending the general meeting of shareholders

The lawyers of the firm checked the register of shareholders on the equity registration date of the shareholders' meeting, the shareholding certificate of the institutional shareholders attending the shareholders' meeting, the certificate of the legal representative or the power of attorney, and the shareholding certificates, personal identity certificates, power of attorney and identity certificates of the natural person shareholders attending the shareholders' meeting, and confirmed that there were 11 shareholders and shareholders' representatives attending the company's shareholders' meeting, representing 108,973,258 voting shares. 13.8618% of the total number of voting shares of the Company.

According to the online voting results of the shareholders' meeting provided by SSE Information Network Co., Ltd., a total of 278 shareholders participated in the online voting of the shareholders' meeting, representing 150,567,651 voting shares, accounting for 19.1528% of the company's total voting shares;

Among them, except for the company's directors, supervisors, senior management and more than 5% of the company held individually or collectively

There are 286 shareholders other than shareholders (hereinafter referred to as small and medium-sized investors), representing 97,094,983 voting shares, accounting for 12.3508% of the company's total voting shares.

In summary, the number of shareholders attending the shareholders' meeting totaled 289, representing voting shares

259,540,909 shares, representing 33.0146% of the total number of voting shares of the Company.

In addition to the above-mentioned attendees of the shareholders' meeting, the on-site meeting of the shareholders' meeting also included the company's directors, supervisors, secretary of the board of directors and lawyers of the firm, and some senior managers of the company attended the meeting

On-site meeting of the general meeting of shareholders; Some of the company's directors, supervisors and senior managers participated in the shareholders' meeting online.

On the premise that the qualifications of the shareholders participating in the online voting of the shareholders' meeting are in accordance with the laws, regulations, normative documents and the Articles of Association, our lawyers believe that the qualifications of the personnel attending the shareholders' meeting comply with the provisions of laws, administrative regulations, the Rules of the General Meeting of Shareholders and the Articles of Association.

(2) Qualifications of the convener

The convener of the general meeting of shareholders is the board of directors of the company, and the qualifications of the convener comply with the provisions of relevant laws, administrative regulations, the rules of the general meeting of shareholders and the articles of association of the company.

3. Voting procedures and voting results of the general meeting of shareholders

(1) The voting procedures of the general meeting of shareholders

1. The proposals deliberated at this general meeting of shareholders are consistent with the Notice of General Meetings of Shareholders, and there is no amendment to the original proposal

or the addition of new proposals.

2. The general meeting of shareholders adopts a combination of on-site voting and online voting. By our lawyers

It was witnessed that the on-site meeting of the general meeting of shareholders voted on the proposals listed in the notice of the meeting by registered vote. The voting at the on-site meeting was jointly counted and scrutinized by the shareholder representatives, the representatives of the supervisors and the lawyers of the firm.

3. Shareholders participating in the online voting shall trade through the Shanghai Stock Exchange within the specified online voting time

The system or the Internet voting system (https://vote.sseinfo.com/) exercised the voting rights, and after the online voting was completed, SSE Information Network Co., Ltd. provided the company with the statistical data file of the online voting.

4. The presiding officer of the meeting announced the table of proposals based on the statistical results of on-site meeting voting and online voting

and announced the passage of the motion based on the voting results.

(2) The voting results of the general meeting of shareholders

Witnessed by the lawyers of the firm, the general meeting of shareholders deliberated and passed the following proposals in accordance with the provisions of laws, administrative regulations, the rules of the general meeting of shareholders and the articles of association of the company:

1. The voting results of the "Proposal on the Company's < 2024 Restricted Stock Incentive Plan (Draft) >(Draft) and its Summary and its Summary" are as follows:

Approved 252,270,336 shares, representing the total number of voting shares of shareholders and shareholders' representatives present at the meeting

of 97.1987%; against 7,080,251 shares, representing 2.7280% of the total number of voting shares of shareholders and shareholders' representatives present at the meeting; 190,322 shares were abstained, representing 0.0733% of the total number of voting shares of shareholders and shareholders' representatives present at the meeting.

This proposal is a special resolution of the general meeting of shareholders, which has been approved by more than two-thirds of the voting rights held by shareholders and shareholders' representatives attending the general meeting of shareholders.

2. The voting results of the "Proposal on the > of the Measures for the Implementation of the Assessment and Management Measures for the Implementation of the Company's < 2024 Restricted Stock Incentive Plan" are as follows:

252,435,558 shares, representing the total number of voting shares of shareholders and shareholders' representatives present at the meeting

of 97.2623%; against 6,915,029 shares, representing 2.6643% of the total number of voting shares of shareholders and shareholders' representatives present at the meeting; 190,322 shares were abstained, representing 0.0733% of the total number of voting shares of shareholders and shareholders' representatives present at the meeting.

This proposal is a special resolution of the general meeting of shareholders, which has been approved by more than two-thirds of the voting rights held by shareholders and shareholders' representatives attending the general meeting of shareholders.

3. "On Requesting the General Meeting of Shareholders to Authorize the Board of Directors to Handle the Company's 2024 Restricted Stock Incentive Plan."

The voting results of the "Motion on Relevant Matters" are as follows:

Approved 252,421,685 shares, representing the total number of voting shares of shareholders and shareholders' representatives present at the meeting

of 97.2570%; against 6,927,756 shares, representing 2.6692% of the total number of voting shares of shareholders and shareholders' representatives present at the meeting; 191,468 shares were abstained, representing 0.0738% of the total number of voting shares of shareholders and shareholders' representatives present at the meeting.

This proposal is a special resolution of the general meeting of shareholders, which has been approved by more than two-thirds of the voting rights held by shareholders and shareholders' representatives attending the general meeting of shareholders.

4. The voting results of the "Proposal on Joint Overseas Investment and Related Party Transactions with Related Parties" are as follows:

85,824,160 shares, representing the total number of voting shares of shareholders and shareholders' representatives present at the meeting

88.1750 %； against 11,359,908 shares, representing 11.6711% of the total number of voting shares of shareholders and shareholders' representatives present at the meeting; 149,803 shares were abstained, representing 0.1539% of the total number of voting shares of shareholders and shareholders' representatives present at the meeting.

Among them, the vote of small and medium-sized investors was 85,585,272 shares, accounting for the small and medium-sized investors attending the meeting

and 88.1459% of the total number of voting shares represented by the representatives of small and medium-sized investors; against 11,359,908 shares, representing 11.6998% of the total number of voting shares represented by minority investors and representatives of minority investors present at the meeting; 149,803 shares were abstained, representing 0.1543% of the total number of voting shares of minority investors and representatives of minority investors present at the meeting.

For the deliberation of this proposal, Chu Jian, CUISHAN, Hangzhou Yuancheng Enterprise Management Partnership (Limited Partnership

As a related shareholder, it abstained from voting.

5. The voting results of the "Proposal on Changing the Registered Capital, Amending <公司章程>and Handling the Registration of Industrial and Commercial Change" are as follows:

Approved 259,264,217 shares, representing the total number of voting shares of shareholders and shareholders' representatives attending the meeting

of 99.8934%; against 120,011 shares, representing 0.0462% of the total number of voting shares of shareholders and shareholders' representatives present at the meeting; 156,681 shares were abstained, representing 0.0604% of the total number of voting shares of shareholders and shareholders' representatives present at the meeting.

This proposal is a special resolution of the general meeting of shareholders, which has been approved by more than two-thirds of the voting rights held by shareholders and shareholders' representatives attending the general meeting of shareholders.

Our lawyers believe that the voting procedures and the number of votes at the company's general meeting of shareholders comply with the provisions of relevant laws, administrative regulations, the rules of the general meeting of shareholders and the articles of association, and the voting results are legal and valid.

The sum of the total data and the sub-values is not equal to 100% and is due to rounding.

Concluding remarks

In summary, our lawyers believe that the convening and convening procedures of the company's general meeting of shareholders comply with the provisions of the Company Law, the Securities Law and other relevant laws, administrative regulations, the Rules of the General Meeting of Shareholders and the Articles of Association; The qualifications of the personnel and conveners attending the general meeting of shareholders are legal and valid; The voting procedures and voting results of this general meeting of shareholders are legal and valid.

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