Zhejiang Liuhe Law Firm

About Suzhou TZTEK Technology Co., Ltd

The first extraordinary general meeting of shareholders in 2024

Legal Opinions

Zheliu and French and Italian (2024) No. 1968

To: Suzhou TZTEK Technology Co., Ltd

In accordance with the Company Law of the People's Republic of China (hereinafter referred to as the "Company Law"), the Securities Law of the People's Republic of China (hereinafter referred to as the "Securities Law"), the Rules for the General Meeting of Shareholders of Listed Companies (hereinafter referred to as the "Rules") issued by the China Securities Regulatory Commission and other laws, regulations, normative documents and the Articles of Association of Suzhou TZTEK Technology Co., Ltd. (hereinafter referred to as the "Articles of Association"), Zhejiang Liuhe Law Firm (hereinafter referred to as the "Firm") accepted Suzhou TZTEK Technology Co., Ltd. (hereinafter referred to as the "Firm"). Entrusted by the board of directors of the "Company"), lawyer Wang Chengcai and lawyer Gao Meijuan (hereinafter referred to as the "lawyers") were appointed to attend the first extraordinary general meeting of shareholders in 2024 (hereinafter referred to as the "shareholders' meeting") held by the company at 14:30 on November 4, 2024 in the company's conference room at No. 188 Wutaishan Road, High-tech Zone, Suzhou City, Jiangsu Province, and issued this legal opinion on the convening of the shareholders' meeting, the convening procedures, the qualifications of the persons attending the meeting, the voting methods and procedures of the meeting, and the validity of the resolutions of the meeting.

In order to issue this legal opinion, the lawyer of the firm reviewed the relevant matters involved in the general meeting of shareholders, consulted the documents and materials that the lawyer of the firm believes is necessary for the issuance of this legal opinion, and carried out the necessary verification and verification of the relevant facts.

The lawyer of the firm agrees to announce this legal opinion together with the resolution of the company's general meeting of shareholders, and assumes corresponding responsibilities for this legal opinion in accordance with the law.

In accordance with the recognized professional standards, ethics and diligence of the lawyer industry, the lawyers of the firm hereby issue legal opinions on this general meeting of shareholders as follows:

1. Procedures for convening and convening the general meeting of shareholders

(1) The convening of the general meeting of shareholders

According to the Notice of Suzhou TZTEK Technology Co., Ltd. on Convening the First Extraordinary General Meeting of Shareholders in 2024 published by the board of directors of the company on the website of the Shanghai Stock Exchange and relevant statutory media on October 18, 2024, the board of directors of the company has notified all shareholders of the company of the meeting of the general meeting of shareholders by announcement 15 days in advance

The time, place of the meeting, convener, convening method, equity registration date, deliberation matters, meeting registration methods, and related matters involving public solicitation of shareholders' voting rights.

(2) The convening of the general meeting of shareholders

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

The on-site meeting of the company's general meeting of shareholders was held at 14:30 on November 4, 2024 in the company's conference room, No. 188, Wutaishan Road, High-tech Zone, Suzhou City, Jiangsu Province, and the meeting was presided over by Mr. Xu Yihua, chairman of the board.

The online voting time of the shareholders' meeting will be carried out through the voting platform of the Shanghai Stock Exchange trading system and the Internet voting platform, and the online voting time will be November 4, 2024, of which the specific time for online voting through the voting platform of the Shanghai Stock Exchange trading system will be 9:15-9:25, 9:30-11:30, 13:00-15:00 on November 4, 2024, and the specific time for online voting through the Internet voting platform will be November 4, 2024 9: 15 to 15:00.

After verification, the company's general meeting of shareholders was convened by the board of directors, and the board of directors of the company has issued a notice of the meeting in accordance with the time limit stipulated in the "Company Law", "Rules" and the "Articles of Association", and the time, place and method of the meeting are consistent with the notice of convening the general meeting of shareholders; The matters to be considered at the meeting are consistent with the notice of the general meeting of shareholders.

Our lawyers believe that the convening and convening procedures of the company's general meeting of shareholders comply with the provisions of laws, regulations, normative documents and the Articles of Association.

2. Qualifications for attendees at the general meeting of shareholders

(1) As verified by the firm's lawyers, a total of 3 shareholders or shareholders' representatives attended the on-site meeting of the shareholders' meeting, and the total number of voting shares held and represented by these shareholders or shareholders' representatives was 64,380,000 shares, accounting for 33.5323% of the company's total voting shares.

(2) According to the information provided by SSE Information Network Co., Ltd., a total of 99 shareholders attended the meeting through the online voting system within the effective time, and the total number of voting shares held and represented by these shareholders was 44,210,106 shares, accounting for 23.0268% of the total voting shares of the company.

(3) A total of 102 shareholders or shareholders' representatives attended the shareholders' meeting on-site and through the Internet, representing 108,590,106 shares of the company, accounting for 56.5591% of the company's total voting shares.

(4) The directors, supervisors and secretary of the board of directors of the company attended the on-site meeting of the general meeting of shareholders, and other senior managers of the company and the lawyers of the firm attended the meeting.

After verifying the identity certificates, shareholding certificates and power of attorney certificates of the participants attending the shareholders' meeting and the examination of the qualifications of the convener, the lawyers of the firm believe that the qualifications of the personnel attending the shareholders' meeting are in accordance with the law

Laws, regulations, normative documents and the provisions of the Articles of Association have the right to deliberate and vote on the proposals of this meeting.

3. Voting methods, procedures and resolutions of the general meeting of shareholders

(1) Voting procedures

1. On-site meeting voting procedures

The on-site meeting of the general meeting of shareholders on the deliberation of the proposals, by registered voting item by item, by the shareholder representatives, the supervisor representatives and the lawyer of the firm in accordance with the provisions of the "Company Law", "Rules" and "Articles of Association" for vote counting and scrutiny. The voting results of the general meeting of shareholders were announced on the spot.

2. Online voting procedures

The company provides shareholders with a voting platform in the form of a network through the voting platform of the trading system of the Shanghai Stock Exchange and the Internet voting platform, and some shareholders have exercised their voting rights through the voting platform of the trading system or the Internet voting platform of the Shanghai Stock Exchange within the effective time limit.

(2) The voting details of each proposal at the general meeting of shareholders are as follows:

1. Reviewed and approved the "Proposal on the Company's < 2023 Restricted Stock Incentive Plan (Revised Draft)" > and its Summary

Voting results: 107,612,933 shares were approved, accounting for 99.1001% of the total number of valid voting shares held by shareholders attending the meeting; against 941,730 shares, representing 0.8672% of the total number of valid voting shares held by shareholders present at the meeting; 35,443 shares were abstained, representing 0.0327% of the total number of valid voting shares held by shareholders present at the meeting.

Among them, the voting of small and medium-sized investors was: 3,432,888 shares, accounting for 77.8421% of the total number of valid voting shares held by small and medium-sized investors attending the meeting; against 941,730 shares, representing 21.3541% of the total number of valid voting shares held by minority investors present at the meeting; 35,443 shares were abstained, representing 0.8038% of the total number of valid voting shares held by minority investors present at the meeting.

This proposal is a special resolution and has been passed by more than two-thirds of the total number of valid voting shares present at the general meeting of shareholders.

2. Reviewed and approved the "Proposal on the > of the Measures for the Implementation of the Assessment and Management of the Company's < 2023 Restricted Stock Incentive Plan (Revised Draft)"

Voting results: 107,616,946 shares were approved, accounting for 99.1038% of the total number of valid voting shares held by shareholders attending the meeting; against 937,717 shares, representing 0.8635% of the total number of valid voting shares held by shareholders present at the meeting; 35,443 shares were abstained, representing 0.0327% of the total number of valid voting shares held by shareholders present at the meeting.

Among them, the voting of small and medium-sized investors was: 3,436,901 shares, accounting for 77.9331% of the total number of valid voting shares held by small and medium-sized investors attending the meeting; against 937,717 shares, representing 21.2631% of the total number of valid voting shares held by minority investors present at the meeting; 35,443 shares were abstained, representing 0.8038% of the total number of valid voting shares held by minority investors present at the meeting.

This proposal is a special resolution and has been passed by more than two-thirds of the total number of valid voting shares present at the general meeting of shareholders.

3. Reviewed and approved the "Proposal on Requesting the General Meeting of Shareholders to Authorize the Board of Directors to Handle Matters Related to the 2023 Restricted Stock Incentive Plan (Revised Draft)"

Voting results: 107,616,946 shares were approved, accounting for 99.1038% of the total number of valid voting shares held by shareholders attending the meeting; against 875,092 shares, representing 0.8058% of the total number of valid voting shares held by shareholders present at the meeting; 98,068 shares were abstained, representing 0.0904% of the total number of valid voting shares held by shareholders present at the meeting.

This proposal is a special resolution and has been passed by more than two-thirds of the total number of valid voting shares present at the general meeting of shareholders.

4. Reviewed and passed the "Proposal on the Renewal of the Appointment of Accounting Firms"

Voting results: 107,649,963 shares were approved, accounting for 99.1342% of the total number of valid voting shares held by shareholders attending the meeting; against 256,945 shares, representing 0.2366% of the total number of valid voting shares held by shareholders present at the meeting; 683,198 shares were abstained, representing 0.6292% of the total number of valid voting shares held by shareholders present at the meeting.

The general meeting of shareholders scrutinized the votes in accordance with the provisions of the Articles of Association and announced the voting results on the spot.

Our lawyers believe that the matters deliberated at this general meeting of shareholders are consistent with the matters listed in the announcement, and there is no situation in this general meeting of shareholders to deliberate and vote on other temporary proposals that have not been announced. The voting method, voting process, exercise of voting rights, and procedures for counting and scrutinizing votes at this general meeting of shareholders are in accordance with the provisions of the Company Law, the Rules and the Articles of Association. The voting procedures and voting results of this general meeting of shareholders are legal and valid. Concluding remarks

To sum up, our lawyers believe that the convening and convening procedures of the company's general meeting of shareholders comply with the relevant provisions of the Company Law, the Securities Law, the Rules and the Articles of Association; The qualifications of the persons attending the meeting and the qualifications of the convener are legal and valid; The voting procedures and methods of the meeting comply with the provisions of relevant laws, regulations, normative documents and the Articles of Association; The resolution passed by the general meeting of shareholders is legal and valid.

This legal opinion is in duplicate.

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