Beijing Jincheng Tongda & Neal (Shanghai) Law Firm

concerning

Suzhou TZTEK Technology Co., Ltd

2022 Restricted Stock Incentive Plan Grant Price Adjustments,

The first vesting period vesting condition achievement

and the cancellation of some restricted stocks

Legal Opinions

Jin Hu Fa Yi [2024] No. 294

18th Floor, Jin Mao Tower, No. 88 Century Avenue, Pudong New Area, Shanghai

Tel: 86-21-3886 2288 Fax: 021-3886 2288*1018

Interpretation

In this Legal Opinion, unless the context otherwise requires, the following words shall have the following meanings:

TZTEK, Company means Suzhou TZTEK Technology Co., Ltd

This incentive plan and 2022 refer to the 2022 restricted stock incentive plan of Suzhou TZTEK Technology Co., Ltd

Incentive Programs

"Incentive Plan (Draft)" refers to the "2022 Restricted Stock Incentive Plan of Suzhou TZTEK Technology Co., Ltd. (Draft).

case)

This vesting refers to the achievement of the vesting conditions in the first vesting period of this incentive plan

This adjustment refers to the company's adjustment of the restricted stock grant price of this incentive plan from 18.8000 yuan per share

17.9089 yuan/share

This invalidation refers to the cancellation of the company's incentive plan, and the 4 resignation incentive recipients have been granted but have not yet been vested

260,000 restricted shares

"Company Law" means the Company Law of the People's Republic of China

"Securities Law" means the Securities Law of the People's Republic of China

"Administrative Measures" refers to the Administrative Measures for Equity Incentives of Listed Companies

"Listing Rules" means the Rules Governing the Listing of Stocks on the Sci-Tech Innovation Board of the Shanghai Stock Exchange (Revised in April 2024)

"Self-Regulatory Guidelines" refers to the Self-Regulatory Guidelines for Listed Companies on the STAR Market No. 4 – Disclosure of Equity Incentive Information

(Revised August 2023)

"Articles of Association" means the Articles of Association of Suzhou TZTEK Technology Co., Ltd.

China Securities Regulatory Commission means the China Securities Regulatory Commission

Shanghai Stock Exchange means the Shanghai Stock Exchange

"Firm" means Beijing Jincheng Tongda & Neal (Shanghai) Law Firm

"Beijing Jincheng Tongda & Neal (Shanghai) Law Firm on Suzhou TZTEK Technology Co., Ltd

The legal opinion refers to the adjustment of the grant price of the company's 2022 restricted stock incentive plan

Legal Opinion on the Achievement of Vesting Conditions and the Cancellation of Certain Restricted Stocks》

Yuan means the Chinese Yuan Yuan

Beijing Jincheng Tongda & Neal (Shanghai) Law Firm

About Suzhou TZTEK Technology Co., Ltd

The 2022 restricted stock incentive plan is granted with a price adjustment, the first to return

The achievement of the vesting conditions and the cancellation of some restricted shares during the period

Legal Opinions

Jin Hu Fa Yi [2024] No. 294

To: Suzhou TZTEK Technology Co., Ltd

Our firm was entrusted by the company to serve as the special legal counsel for TZTEK's 2022 incentive plan. root

In accordance with the provisions of the Company Law, the Securities Law, the Administrative Measures, the Listing Rules and other relevant laws, regulations and normative documents, as well as the Articles of Association, and in accordance with the recognized business standards, ethics and diligence of the lawyer industry, the relevant documents, materials and facts involved in the company's 2022 incentive plan have been verified and verified, and this legal opinion is issued.

Our lawyers declare:

1. In accordance with the provisions of relevant laws, regulations and normative documents such as the Securities Law, the Administrative Measures for Law Firms Engaging in Securities Legal Business, and the Practice Rules for Securities Legal Business of Law Firms (for Trial Implementation), the lawyers of the firm have strictly performed their statutory duties, followed the principles of diligence and good faith, and ensured that the facts identified in this legal opinion are true, accurate and complete, and the conclusive opinions issued are legal and accurate, and there are no false records, misleading statements or major omissions;

2. As of the date of issuance of this legal opinion, neither the firm nor the handling lawyer holds any shares of TZTEK, nor does it have any other relationship with TZTEK that may affect the fair performance of its duties;

3. The firm does not make any evaluation of non-legal issues such as the value of the shares involved in the accounting, auditing and other professional matters and the 2022 incentive plan, and the quotation of certain data and conclusions in the accounting statements, audit reports and the 2022 incentive plan in this legal opinion does not mean that the lawyers of the firm make any express or implied guarantee for the authenticity and accuracy of such data and conclusions;

4. TZTEK guarantees that it has provided the original written materials, duplicate materials or other oral materials that the lawyers of the firm believe are necessary to issue this legal opinion; TZTEK also guarantees that the above documents are true, accurate and complete; All signatures and seals on the documents are genuine; The photocopy is consistent with the original;

5. For the facts that are crucial to the issuance of this legal opinion and cannot be supported by independent evidence, the lawyers of the firm rely on the certificates and other documents issued by relevant government departments, companies or other relevant units to issue this legal opinion;

6. This legal opinion is only used for the purpose of this adjustment, this attribution and this invalidation, and shall not be used for any other purpose;

7. The firm agrees that the company will take this legal opinion as one of the necessary legal documents for the company's implementation of this incentive plan, and submit it to the Shanghai Stock Exchange for public disclosure together with other application materials, and is willing to bear the corresponding legal responsibilities in accordance with the law.

Text

1. Approval and authorization of this adjustment, this attribution and this invalidation

After verification by the lawyers of the firm, as of the date of the issuance of this legal opinion, the company has fulfilled the following approvals and authorizations for the implementation of this adjustment, this vesting and this invalidation:

1. On September 29, 2022, the company held the 15th meeting of the third board of directors and deliberated and approved

"Proposal on the > and Summary of the Company's < 2022 Restricted Stock Incentive Plan (Draft)", "Proposal on the > of the Measures for the Implementation of the Assessment and Management Measures for the Company's < 2022 Restricted Stock Incentive Plan", "Proposal on Requesting the General Meeting of Shareholders to Authorize the Board of Directors to Handle Matters Related to the Company's 2022 Restricted Stock Incentive Plan" and other proposals. On the same day, Luo Xun, Li Ming and Wang Xiaofei, independent directors of the company, expressed their independent opinions on the "Incentive Plan (Draft)" and its summary.

2. On September 29, 2022, the company held the 15th meeting of the third board of supervisors, which was deliberated and approved

"Proposal on the > and Summary of the Company's < 2022 Restricted Stock Incentive Plan (Draft)", "Proposal on the > of the Company's < for the Implementation of the 2022 Restricted Stock Incentive Plan", and "On Verifying the List of Incentive Recipients of the Company's < 2022 Restricted Stock Incentive Plan>of the Motion. On the same day, the board of supervisors of the company issued a verification opinion on the "Incentive Plan (Draft)".

3. On September 30, 2022, the company announced the "2022 Term of Suzhou TZTEK Technology Co., Ltd

List of Incentive Recipients of the Institutional Stock Incentive Plan. On October 10, 2022, the company announced the "Suzhou TZTEK

The Board of Supervisors of Science and Technology Co., Ltd. on the announcement and verification opinions of the company's 2022 restricted stock incentive plan incentive list.

4. On October 17, 2022, the company held the first extraordinary general meeting of shareholders in 2022 to deliberate

The "Proposal on the > and Summary of the Company's < 2022 Restricted Stock Incentive Plan (Draft)" and the "Measures for the Management of the Implementation of the Company's < 2022 Restricted Stock Incentive Plan" were passed>"Proposal on Requesting the General Meeting of Shareholders to Authorize the Board of Directors to Handle Matters Related to the 2022 Restricted Stock Incentive Plan".

5. On November 18, 2022, the company held the 17th meeting of the third board of directors and deliberated and approved

"Proposal on Granting Restricted Shares to Incentive Recipients". On the same day, the company's independent directors Luo Xun, Li Ming and Wang Xiaofei expressed their independent opinions on the company's grant of restricted shares to incentive recipients.

6. On November 18, 2022, the company held the 17th meeting of the third board of supervisors, which was deliberated and approved

"Proposal on Granting Restricted Shares to Incentive Recipients". On the same day, the board of supervisors of the company issued the "Suzhou Day

Verification Opinions of the Board of Supervisors of Quasi-Science and Technology Co., Ltd. on the List of Incentive Recipients Granted under the 2022 Restricted Stock Incentive Plan.

7. On November 18, 2024, the company held the eighth meeting of the fourth board of directors and deliberated and approved the "Guan

Proposal on Adjusting the Grant Price of the Company's 2022 Restricted Stock Incentive Plan", "Proposal on Invalidating Part of the Restricted Shares" and "Proposal on Meeting the Vesting Conditions in the First Vesting Period of the Company's 2022 Restricted Stock Incentive Plan".

8. On November 18, 2024, the company held the seventh meeting of the fourth board of supervisors, which deliberated and approved the "Guan

Proposal on Adjusting the Grant Price of the Company's 2022 Restricted Stock Incentive Plan", "Proposal on Invalidating Part of the Restricted Shares" and "Proposal on Meeting the Vesting Conditions in the First Vesting Period of the Company's 2022 Restricted Stock Incentive Plan". On the same day, the board of supervisors of the company issued verification opinions on this adjustment, this vesting and this invalidation.

Accordingly, our lawyers believe that as of the date of issuance of this legal opinion, the necessary approvals and authorizations have been obtained for this adjustment, this vesting and this invalidation, which are in line with the relevant provisions of the Company Law, the Securities Law, the Administrative Measures and the Incentive Plan (Draft).

2. Relevant circumstances of this adjustment

(1) Reasons for this adjustment

According to the provisions of Chapter 10 of the Incentive Plan (Draft), if the company pays dividends after the incentive recipient is granted restricted shares and before vesting, the grant price of the restricted shares shall be adjusted accordingly.

After verification by our lawyers, the company held the 2022 annual general meeting of shareholders on May 22, 2023

The "Proposal on < the > of the 2022 Annual Profit Distribution Plan" was passed, and it was agreed that the company's 2022 annual profit distribution plan is to distribute profits based on the total share capital registered on the record date of the implementation of equity distribution minus the shares in the company's special securities account for repurchase, and distribute a cash dividend of 3.00 yuan (tax included) to all shareholders for every 10 shares, and the adjusted cash dividend per share is 0.2949 yuan (tax included) due to differentiated dividends. According to the "2022 Annual Equity Distribution Implementation Announcement of Suzhou TZTEK Technology Co., Ltd.", the company's 2023 annual equity distribution

It was implemented on June 9, 2023.

At the same time, the company also held the 2023 annual general meeting of shareholders on May 13, 2024, which was deliberated and approved

The "Proposal on < the > of the 2023 Annual Profit Distribution Plan" agreed to the company's 2023 annual profit distribution party

The case is based on the total share capital registered on the record date of the implementation of equity distribution minus the shares in the company's special securities account for repurchase as the basis for distributing profits, and distributing a cash dividend of 6.00 yuan (tax included) to all shareholders for every 10 shares, and the adjusted cash dividend per share is 0.5962 yuan (tax included) due to differentiated dividends. According to the "Announcement on the Implementation of the 2023 Annual Equity Distribution of Suzhou TZTEK Technology Co., Ltd.", the Company's 2023 Annual Equity Distribution has been implemented on May 30, 2024.

(2) The specific content of this adjustment

According to the provisions of Chapter 10 of the Incentive Plan (Draft), if the company pays dividends after the incentive recipient is granted restricted shares and before vesting, the grant price of the restricted shares shall be adjusted accordingly. Here's how to do this:

P＝P0-V

Among them: P0 is the grant price before adjustment; V is the dividend payout per share; P is the adjusted grant price. After adjusting for dividends, P must still be greater than 1.

According to the Incentive Plan (Draft), the grant price before this adjustment is RMB 18.8000 per share. As described in "2. Relevant circumstances of this adjustment" in this legal opinion, "(1) Reasons for this adjustment", public

The company's annual profit distribution plan for 2022 is a cash dividend of 0.2949 yuan per share (tax included) for 2023

The profit distribution plan is a cash dividend of 0.5962 yuan per share (tax included).

The adjusted grant price per restricted stock = 18.8000 yuan/share-0.2949 yuan/share-0.5962 yuan/

Shares=17.9089 yuan/share. Accordingly, the grant price of restricted shares under this incentive plan is adjusted to RMB 17.9089 per share.

To sum up, our lawyers believe that this adjustment is in line with the relevant provisions of the Company Law, the Administrative Measures and the Incentive Plan (Draft).

3. Relevant circumstances of this attribution

(1) Vesting period

According to Chapter 6 of the Incentive Plan (Draft), the first vesting period of the incentive plan is from the first trading day after 24 months from the date of grant to the last trading day within 36 months from the date of grant, and the number of vested rights in the first vesting period accounts for 30.00% of the total number of rights granted.

According to the Announcement of Suzhou TZTEK Technology Co., Ltd. on Granting Restricted Shares to Incentive Recipients,

The grant date of this incentive plan is November 18, 2022. Therefore, restricted shares under this incentive plan

The first vesting period will enter from November 18, 2024, and the first vesting period of this incentive plan is 2024

November 18 to November 17, 2025.

(2) The vesting conditions have been fulfilled

According to the provisions of Chapter VIII of the Incentive Plan (Draft), the "Zhonghui Huishen [2024] No. 4370" "Suzhou TZTEK Technology Co., Ltd. 2023 Annual Audit Report", "Zhonghui Huishen [2024] No. 4398" "Suzhou TZTEK Technology Co., Ltd. Internal Control Audit Report" issued by Zhonghui Certified Public Accountants (Special General Partnership) and other documents such as the "2023 Annual Report of Suzhou TZTEK Technology Co., Ltd." announced by the company, and verified by our lawyers, As of the date of issuance of this legal opinion, the vesting conditions have been fulfilled, and the details are as follows:

Attribution conditions Achievement status

1. The company has not experienced any of the following situations:

(1) The financial accounting report for the most recent fiscal year is registered

An accountant issues a negative opinion or is unable to express an opinion

Calculation report;

(2) Internal control over financial reporting for the most recent fiscal year

The certified public accountant issues a negative opinion or is unable to express an opinion The company has not experienced the above circumstances and meets the vesting conditions.

audit reports;

(3) There has been a failure in accordance with the law within the last 36 months after listing

Regulations, articles of association, and public commitments to distribute profits

Situation;

(4) Where laws and regulations stipulate that equity incentives shall not be implemented;

(5) Other circumstances determined by the China Securities Regulatory Commission.

2. The incentive recipient does not have any of the following circumstances:

(1) Deemed not by the stock exchange within the last 12 months

fit and proper;

(2) Dispatched by the China Securities Regulatory Commission and its dispatch within the last 12 months

the institution determines that he is an unsuitable person; None of the above-mentioned circumstances occurred among the on-the-job incentive recipients, and they are in line with the attribution

(3) Conditioned for major violations of laws and regulations within the last 12 months.

The China Securities Regulatory Commission and its dispatched agencies may impose administrative penalties or take them

market exclusion measures;

(4) Those who have the provisions of the Company Law shall not serve as directors of the company

the situation of senior management personnel;

(5) Laws and regulations stipulate that it is not allowed to participate in the equity incentive of listed companies

Attribution conditions Achievement status

inspiring;

(6) Other circumstances determined by the China Securities Regulatory Commission.

3. The incentive object meets the requirements of the tenure of each attribution period

Each batch of restricted shares granted to the incentive recipients shall be granted from them Except for the incentive recipients who have left the company, the other incentive recipients are full

From the date of the date to the vesting date of each batch, the tenure period of more than 24 months must be met and the vesting conditions must be met.

term of office.

4. Company-level performance appraisal requirements are based on Zhonghui Certified Public Accountants (Special General Partnership).

Based on the operating income in 2022, the operating income in 2023 is "Zhonghui Huishen [2024] No. 4370" "Suzhou Tianzhun

The growth rate is not less than 30%; Or take the net profit in 2022 as the 2023 annual audit report of Technology Co., Ltd., public

Base, the net profit growth rate in 2023 will not be less than 30% The company will achieve a net profit of 215 million yuan in 2023, compared with 2022

With an annual growth of 41.46%, it is eligible for attribution.

5. Individual-level performance appraisal requirements

The individual-level performance appraisal of the incentive object is in accordance with the company's current situation

The relevant systems and regulations of the internal performance appraisal are well organized

and determine the actual situation according to the assessment results of the incentive object

The number of shares vested. Performance appraisal results of incentive recipients Except for the resignation of 4 incentive recipients, the remaining 20 in this incentive plan

It is divided into six grades: A+, A, B+, B, C, and D, and the individual performance appraisal and evaluation results of individual incentive objects are all B+, and the attribution ratio at the B+ level is 100%, 100%, 100%, and above, and the attribution ratio at the individual level is 100%.

0%、0%、0%。

The number of restricted shares actually vested by the incentive object in the current year = The number of planned attributions of individuals in the current year × the individual-level attribution ratio

Example.

(3) The number of restricted shares vested this time

According to the "Proposal on Meeting the Vesting Conditions in the First Vesting Period of the Company's 2022 Restricted Stock Incentive Plan" deliberated and approved by the eighth meeting of the fourth board of directors and the seventh meeting of the fourth board of supervisors of the company, the incentive objects vested this time and the restricted shares held by them are as follows:

(Unit: 10,000 shares)

Serial No. Incentive Recipients Number of Restricted Shares Granted Number of Vestable Shares

1 Core backbone personnel 20 64 19.20

Total -- 20 64 19.20

Accordingly, our lawyers believe that as of the date of issuance of this legal opinion, the incentive plan is the first to vest

The period is from November 18, 2024 to November 17, 2025, as stipulated in the "Incentive Plan (Draft)".

The vesting conditions have been fulfilled, and the vesting is in accordance with the Administrative Measures, the Listing Rules and other laws, regulations and norms

and the relevant provisions of the Incentive Plan (Draft).

Fourth, the relevant circumstances of this invalidation

According to the relevant provisions of Chapter 13 of the Incentive Plan (Draft), if the incentive recipient has a non-negative resignation, the restricted shares that have been granted but not yet vested by the incentive recipient shall not be vested and shall be invalidated.

According to the "Proposal on the Cancellation of Part of the Restricted Stocks" deliberated and passed by the eighth meeting of the fourth board of directors and the seventh meeting of the fourth board of supervisors of the company, and verified by the lawyers of the firm, the four incentive objects in this incentive plan are not qualified for the incentive objects due to resignation, and the company will invalidate the 260,000 restricted shares that have been granted but not vested by the aforementioned four resignation incentive objects.

Accordingly, our lawyers believe that the revocation is in accordance with the relevant provisions of the Administrative Measures, the Listing Rules and the Incentive Plan (Draft).

5. The procedures to be performed for this adjustment, this vesting and this invalidation

According to the provisions of the "Incentive Plan (Draft)" and the "Administrative Measures", the company needs to continue to fulfill the information disclosure obligations for this adjustment, this vesting and this invalidation, and apply to China Securities Depository and Clearing Corporation Limited for this vesting procedures, and must go through the capital increase procedures involved in this vesting in accordance with the provisions of the "Company Law", "Articles of Association" and other laws, regulations and normative documents.

VI. Conclusions

To sum up, our lawyers believe that as of the date of issuance of this legal opinion, the necessary approvals and authorizations have been obtained for this adjustment, this vesting and this invalidation, which are in line with the relevant provisions of the Company Law, the Securities Law, the Administrative Measures and the Incentive Plan (Draft); This adjustment is in line with the "Company Law" and "Administrative Measures"

the relevant provisions of the Incentive Plan (Draft); The first vesting period of this incentive plan is November 18, 2024

As of November 17, 2025, the vesting conditions specified in the "Incentive Plan (Draft)" have been fulfilled

The sub-vesting complies with the relevant provisions of laws, regulations and normative documents such as the Administrative Measures and the Listing Rules, as well as the Incentive Plan (Draft); The revocation is in accordance with the relevant provisions of the Administrative Measures, the Listing Rules and the Incentive Plan (Draft); The company needs to continue to fulfill its information disclosure obligations for this adjustment, this vesting and this invalidation, and apply to China Securities Depository and Clearing Corporation Limited for this vesting procedures, and must comply with

In accordance with the provisions of the "Company Law", "Articles of Association" and other laws, regulations and normative documents, the capital increase procedures involved in this vesting shall be handled.

This legal opinion shall be made in triplicate, and shall take effect after being signed by the lawyer in charge of the firm and stamped with the official seal of the firm.

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