CITIC Securities Co., Ltd

About MGI Technology Co., Ltd

Increase the verification opinions on the amount of cooperation with related parties and related party transactions

Shanghai Stock Exchange:

CITIC Securities Co., Ltd. (hereinafter referred to as "CITIC Securities"), as the sponsor of the initial public offering and listing of shares on the STAR Market of Shenzhen MGI Technology Co., Ltd. (hereinafter referred to as "MGI" or the "Company"), performs continuous supervision duties in accordance with the Administrative Measures for the Sponsorship Business of Securities Issuance and Listing, the Rules for the Listing of Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange, and the Self-Regulatory Guidelines for Listed Companies on the Science and Technology Innovation Board of the Shanghai Stock Exchange No. 1 - Standardized Operation. MGI has conducted a prudent verification of the increase in the amount of cooperation with related parties and related party transactions, and the specific verification results are as follows:

1. The basic situation of the cooperation with related parties

MGI held the 9th meeting of the 1st Board of Directors and the 1st Board of Supervisors on August 5, 2022

The ninth meeting and the second extraordinary general meeting of shareholders in 2022 were held on August 31, 2022, which were deliberated and approved

The "Proposal on Joint Bidding for Land and Cooperative Construction with Related Parties" agreed that the Company will use its own funds to form a consortium with Shenzhen BGI Technology Co., Ltd. (hereinafter referred to as "BGI Holdings"), Shenzhen BGI Technology Holding Group Co., Ltd. (hereinafter referred to as "BGI Holdings") and Shenzhen BGI Co., Ltd. (hereinafter referred to as "BGI Gene") (BGI Holdings, BGI Holdings, BGI and MGI are hereinafter collectively referred to as "consortium" or "consortium enterprises"). Jointly participated in the bidding for the J402-0349 plot and above-ground buildings (structures) located north of the Dameisha Yanba Expressway in Yantian District, and jointly funded the project cooperation development and construction on the plot. This project will provide sufficient land reserves for the company's future R&D, daily operation and other businesses, which will help the company further improve the level of R&D and innovation, meet the company's needs for business land and supporting facilities, further expand the company's main business development space, and enhance the company's sustainable development ability.

It is estimated that the total investment of the company will not exceed 1.4 billion yuan (hereinafter referred to as RMB), mainly including land price, repurchase of above-ground buildings (structures), construction investment (land engineering costs, decoration engineering costs, equipment purchase and installation costs, and other engineering construction costs) and working capital. The investment amount of joint bidding and cooperative construction and development with consortium enterprises shall not exceed 1.05 billion yuan, of which the estimated investment amount of construction investment shall not exceed 440 million yuan (subject to the provisions of the relevant project contract signed and effective).

2. The basic information of the increase in the amount of related party transactions in this matter

(1) The amount and category of related party transactions increased this time

During the construction of the project, the fine decoration projects in the public areas of the Global Life Science and Technology Innovation Center project, such as integrated projects such as garden landscape and park signage, were originally planned to be signed in the form of independent entrustment by the company, but later because the entrusted party only accepted the joint entrustment of all parties, it was adjusted to the way in which the consortium enterprises jointly entrusted the supplier to implement the contract, and the contract amount was split according to the proportion of property rights held by each consortium, and the settlement was carried out separately with the supplier. At the same time, the construction of the fine decoration project has not yet been fully completed, and some projects are still under construction. In order to ensure the smooth completion of the follow-up construction project, the company plans to increase the amount of cooperation with related parties not more than 92 million yuan, the original estimated construction investment cost is 440 million yuan, and the increased amount is expected to be 532 million yuan. The overall investment amount in joint bidding and cooperative construction and development with consortium enterprises increased from 1.05 billion yuan to 1.142 billion yuan.

(2) Procedures for increasing the review of the performance of the quota for related party transactions

On October 29, 2024, the Company held the fourth meeting of the second session of the Board of Directors for Independent Directors

The 10th meeting of the second board of directors and the 10th meeting of the second board of supervisors deliberated and passed the "Proposal on Increasing the Amount of Cooperation with Related Parties and Related Party Transactions", and the affiliated directors have recused themselves from voting on the proposal, and this proposal does not need to be submitted to the general meeting of shareholders for deliberation.

3. Related parties

(1) Relationship between related parties

Since the company and the three consortium enterprises are jointly controlled by the same actual controller, according to the Rules for the Listing of Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange, this transaction constitutes a connected transaction.

(2) Basic information of related parties

Preface Name of the enterprise Nature of the enterprise Date of establishment Major shareholders / registered address The relationship with the company Legal representative Registered capital Main business

Claim to be the actual controller of the association

R&D of computer hardware, software and peripherals

Wang Jian, shareholding ratio Yantian District, Shenzhen, actual controller and sales; import and export of goods and technology; Equity

85.3% in August 2008; Wang Jun, holding the street along the Hong Kong community Beishan Wang Jian directly controlled the investment of 10,000 yuan; Invest in the establishment of industries (specific projects will be applied separately.)

1 Private enterprises 10.5%; Yang system, and served as Wang Jian 10,000 newspaper); aquaculture and marketing of aquatic products; Biotechnology

Shares on the 21st, holding shares such as No. 146 Beishan Industrial Chairman of the Board of Directors, RMB R&D, transfer and consulting services. Educational and Teaching Testing

4.2%。 8th Floor, District 11 General Manager and evaluation activities; Engage in investment activities with your own funds

Move.

Yantian, Shenzhen, Guangdong Province Actual Controller General business items: trade brokerage and agency. housing

In July 2010, Huada Holdings directly controlled and leased Huawangjian, No. 21, Hong'an 3rd Street, District; Non-residential real estate leases. Licensed business items

2 Private Enterprises Zhao Lijian 41,391.433 Item: Medical research and experimental development; Clinical test gown

Due to the indirect holding of 36.73% of the 7th floor system of Building 7 of the Grand Comprehensive Park on the 9th, and served as the affairs of 10,000 yuan; R&D, manufacturing, wholesale of medical supplies and devices,

14th floor of its chairman retail. Accommodation services.

Yantian, Yantian District, Shenzhen

In August 2019, Wang Jian held 100% of the shares of Beishan, a community along the Hong Kong street, and Wang Jian invested 10,000 yuan to set up an industry; Business Consulting Management; Technical advice

3 Technology Holdings, 146 30th Road, Beishan Industrial Shareholders RMB Consultation Service

District 11, 8th Floor

(3) The main financial indicators of related parties in the most recent year and period

Unit: 10,000 yuan

Order: June 30, 2024 / January - June 2024 December 31, 2023 / 2023 Year 2023

No. business name data or not

Total Assets Net Assets Operating Income Net Profit Total Assets Net Assets Operating Income Net Profit Audited

BGI Yes

1. Technology Co., Ltd. 641,946 115,809 4,015 -19,064 597,005 134,873 5,794 -42,365

Shenzhen BGI Shares Yes

2. Shares Limited 1,328,438 982,780 282,594 -12,417 1,361,301 985,924 434,964 9,290

Shenzhen Huada Technology Control is

3. Shares Group Co., Ltd. 382,373 14,316 93 -194 370,856 14,510 - 4,680

Note: The financial data date of BGI Co., Ltd. is September 30, 2024/January-September 2024.

4. Basic information on the subject matter of related party transactions

1. Parcel number: J402-0349

2. Land location: north of Dameisha Yanba Expressway, Yantian District

3. Land area: 102,998.62 square meters (subject to property right certificate)

4. Total construction area: 460,999.61 square meters (of which the total construction area is about 308,880.24 square meters.)

Rice; The construction area of the general regulation of the construction area that must be handed over to the Yantian District Government free of charge after completion is as follows

105526.65 sq.m.)

5. Land use period: 30 years

5. Pricing of related party transactions

The increased costs of land continuation, decoration, equipment purchase and installation, and engineering construction are based on the principle of market pricing and bidding negotiation, and the consortium parties negotiate and agree on the price with the supplier, and the consortium parties shall determine the proportion of property rights held by each party. The parties of the consortium settle with the supplier separately and do not involve the capital exchange between related parties.

6. The purpose of this related party transaction and its impact on the company

The investment of the company in cooperation with related parties is to meet the company's future development needs for business land, enhance the company's sustainable development ability, help the company optimize resource allocation, and conform to the company's long-term development plan.

The costs of land renewal, decoration, equipment purchase and installation, and engineering construction shall be independently settled by the company and the supplier in accordance with the manner agreed in the contract, and the company and related parties will not have direct capital exchanges, and will not form a greater dependence on related parties.

The funds for this joint construction come from the company's own funds, and it is not expected to have a great impact on the company's financial and operating conditions.

7. Review opinions of the special meeting of independent directors

On October 29, 2024, the company held the fourth meeting of the second session of the board of directors and independent directors in 2024

At the meeting, the "Proposal on Increasing the Amount of Cooperation with Related Parties and Related Party Transactions" was deliberated and passed. alone

The special meeting of the board of directors expressed its approval of the review of the proposal, and agreed to submit the proposal to the board of directors for deliberation, and the affiliated directors shall abstain from voting when considering the proposal.

8. Review opinions of the Board of Supervisors

After review, the board of supervisors believes that the increase in the amount of cooperation with related parties, the cost of land continuation, decoration, equipment purchase and installation, engineering construction and other expenses are determined by the proportion of property rights held by each consortium, and all parties independently settle with suppliers, and the company and related parties do not have direct capital exchanges, and there is no harm to the interests of the company and shareholders.

9. Opinion of the Board of Auditors

The eighth meeting of the audit committee of the second board of directors of the company deliberated and passed the "proposal on increasing the amount of cooperation with related parties and related party transactions", the audit committee believes that this matter will contribute to the sustainable development of the company's operation, meet the needs of the company's future development for business land, and there is no damage to the interests of the company and small and medium-sized shareholders, and there is no situation of conveying benefits to related parties or encroaching on the company's interests through related party transactions, and will not affect the independence of the company.

10. Verification opinions of the sponsor institution

After verification, the sponsor believes that the company's increase in the amount of cooperation with related parties and related party transactions have been deliberated and approved by the board of directors and the board of supervisors of the company, and the affiliated directors have recused themselves from voting, and the special meeting of independent directors has issued a concurring review opinion on the matter, and has fulfilled the necessary internal approval procedures, which is in line with the requirements of relevant laws and regulations such as the Listing Rules of the Science and Technology Innovation Board of the Shanghai Stock Exchange. The sponsor has no objection to the increase in the amount of cooperation with related parties and related party transactions.

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(There is no text on this page, it is the signature page of the "Verification Opinion of CITIC Securities Co., Ltd. on Shenzhen MGI Technology Co., Ltd. Increasing the Amount of Cooperation with Related Parties and Related Party Transactions")

Signature of Sponsor Representative: ________________ ________________

Xiao Shaochun, Lu Ming

CITIC Securities Co., Ltd

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