King & Wood Mallesons (Chengdu) Law Firm

About XGIMI Technology Co., Ltd

Legal Opinion on the First Extraordinary General Meeting of Shareholders in 2024

To: XGIMI Technology Co., Ltd

King & Wood Mallesons (Chengdu) Law Firm (hereinafter referred to as the "Firm") was entrusted by XGIMI Technology Co., Ltd. (hereinafter referred to as the "Company") to comply with the Securities Law of the People's Republic of China (2019 Revision) (hereinafter referred to as the "Securities Law"), the Company Law of the People's Republic of China (2023 Revision) (hereinafter referred to as the "Company Law"), and the Rules of the General Meeting of Shareholders of Listed Companies (2022 Revision) (hereinafter referred to as the "Rules of the General Meeting of Shareholders") issued by the China Securities Regulatory Commission (hereinafter referred to as the "CSRC") and other laws, administrative regulations, rules and normative documents currently in force within the territory of the People's Republic of China (hereinafter referred to as the territory of China, for the purposes of this legal opinion, excluding the Hong Kong Special Administrative Region of China, the Macao Special Administrative Region of China and the Taiwan Region of China).

The Articles of Association of the Company provided for the appointment of lawyers to attend the Company's 2024 meeting on November 18, 2024

The first extraordinary general meeting of shareholders of the year (hereinafter referred to as the general meeting of shareholders), and issued 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 Articles of Association of XGIMI Technology Co., Ltd. deliberated and approved by the company's 2023 annual general meeting of shareholders

(hereinafter referred to as the "Articles of Association");

2. The Company was published on the Securities Daily and the website of the Shanghai Stock Exchange on October 31, 2024

"Announcement on the Resolution of the 21st Meeting of the Second Board of Directors of XGIMI Technology Co., Ltd." designated by the State Securities Regulatory Commission as the information disclosure media;

3. The Company was published on the Securities Daily and the website of the Shanghai Stock Exchange on October 31, 2024

"Announcement on the Resolution of the 14th Meeting of the Second Board of Supervisors of XGIMI Technology Co., Ltd." designated by the State Securities Regulatory Commission for information disclosure;

4. The Company was published on the Securities Daily and the website of the Shanghai Stock Exchange on October 31, 2024

"Notice of XGIMI Technology Co., Ltd. on Convening the First Extraordinary General Meeting of Shareholders in 2024" (hereinafter referred to as the "Notice of General Meeting of Shareholders") designated by the State Securities Regulatory Commission as the information disclosure media;

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 meeting documents related to the General Meeting of Shareholders.

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.

Fan He attended the general meeting of shareholders with diligence and conscientiousness, and verified the relevant facts of the convening and convening of the general meeting of shareholders and the documents provided by the company, and now issued the following legal opinions:

1. The convening and convening procedures of the company's general meeting of shareholders

(1) The convening of the general meeting of shareholders

On October 30, 2024, the 21st meeting of the second board of directors of the company deliberated and approved the "About Proposal".

Proposal to invite the company to convene the first extraordinary general meeting of shareholders in 2024, proposing to convene the company's first extraordinary general meeting of shareholders in 2024.

On October 31, 2024, the company announced that the company was listed in the Securities Daily and the website of the Shanghai Stock Exchange

The information disclosure media designated by the Regulatory Commission announced the Notice of the General Meeting of Shareholders.

(2) The convening of the general meeting of shareholders

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

2. The on-site meeting of the general meeting of shareholders was held at 14:30 pm on November 18, 2024 (Monday) in the company conference room of Building 4, Area A, Tianfu Software Park, Chengdu High-tech Zone, and the on-site meeting was presided over by Zhong Bo, chairman of the company.

3. The time of online voting of the general meeting of shareholders is: through the voting platform of the Shanghai Stock Exchange trading system

The specific time for online voting is 9:15 a.m. to 9:25 a.m., 9:30 a.m. on Monday, November 18, 2024

Until 11:30 p.m., 13:00 to 15:00 p.m., and the specific time to vote through the Internet voting platform is 2024

Any time from 9:15 a.m. to 15:00 p.m. on Monday, November 18.

After verification by the lawyers of the firm, the actual time, place, and method of the general meeting of shareholders and the proposals to be 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 general meeting of shareholders has fulfilled the legal procedures and complied with the relevant provisions of laws, administrative regulations, the Rules of the General Meeting of Shareholders and the Articles of Association.

2. Qualifications and convener qualifications for 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 business license of the legal person shareholders attending the shareholders' meeting, the power of attorney and identity certificate of the authorized agent, and the identity certificate of the natural person shareholders attending the shareholders' meeting, the power of attorney and identity certificate of the authorized agent, and confirmed that there were 2 shareholders and shareholders' representatives attending the company's shareholders' meeting, representing 10,800 voting shares. It represents 0.0157% of the total number of voting shares of the Company.

According to the online voting results of the general meeting of shareholders provided by Shanghai Stock Exchange Information Network Co., Ltd., a total of 128 shareholders participated in the online voting of the general meeting of shareholders, representing 4,292,417 voting shares, accounting for 6.2531% of the company's total voting shares.

Among them, there are 130 shareholders (hereinafter referred to as small and medium-sized investors) other than the company's directors, supervisors, senior managers and shareholders who individually or collectively hold more than 5% of the company's shares, representing 4,303,217 voting shares, accounting for 6.2688% of the company's total voting shares.

In summary, a total of 130 shareholders attended the shareholders' meeting, representing 4,303,217 voting shares, accounting for 6.2688% of the company's total voting shares.

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

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) Voting procedures for 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 modification of 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. Witnessed by the lawyers of the firm, the on-site meeting of the general meeting of shareholders voted on the proposals listed in the notice of the meeting by registered ballot. 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. The shareholders participating in the online voting exercise their voting rights through the voting platform of the Shanghai Stock Exchange trading system or the Internet voting platform (http://vote.sseinfo.com/home) within the specified online voting time, and after the online voting is completed, SSE Information Network Co., Ltd. provides the company with the statistical data of the online voting

Item.

4. The presiding officer of the meeting announced the voting of the proposal according to the statistical results of the on-site meeting and online voting, and announced the passage of the proposal according to 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 Renewal of the Appointment of an Accounting Firm" are as follows:

approved 4,253,370 shares, representing 98.8416% of the total number of voting shares of shareholders and shareholders' representatives attending the meeting; against 33,946 shares, representing 0.7888% of the total number of voting shares of shareholders and shareholders' representatives present at the meeting; 15,901 shares were abstained, representing 0.3696% of the total number of voting shares of shareholders and shareholders' representatives present at the meeting.

Among them, the minority investors voted to approve 4,253,370 shares, accounting for 98.8416% of the total number of voting shares of the minority investors and the representatives of the minority investors attending the meeting; against 33,946 shares, representing 0.7888% of the total number of voting shares of minority investors and representatives of minority investors present at the meeting; 15,901 shares were abstained, representing 0.3696% of the total number of voting shares of minority investors and representatives of minority investors present at the meeting.

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

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.

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 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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