FANGDAPARTNERS

http://www.fangdalaw.com

No. 288, Shimen 1st Road, Shanghai, China E-mail: email@fangdalaw.com

HKRI Taikoo Hui, 24/F, HKRI Centre Tower 2 Tel.: +86-21-2208 1166

Postal code: 200041 Fax.: +86-21-5298 5599

24/F, HKRI Centre Two

HKRI Taikoo Hui

288 Shi Men Yi Road

Shanghai, PRC

200041

Shanghai Fangda Law Firm

About ArcSoft Technology Co., Ltd

of the first extraordinary general meeting of shareholders in 2024

Legal Opinions

To: ArcSoft Technology Co., Ltd

Shanghai Fangda Law Firm (hereinafter referred to as the "Firm") is a law firm with legal practice qualifications in the People's Republic of China. In accordance with the relevant legal counsel agreement, the firm appointed a lawyer to attend the first extraordinary general meeting of shareholders of Arcsoft Technology Co., Ltd. (hereinafter referred to as the "Company") in 2024 (hereinafter referred to as the "General Meeting of Shareholders"), and issued this legal opinion on matters related to the convening and convening procedures of the General Meeting of Shareholders, the qualifications of the persons participating in the voting and convening of the meeting, the voting procedures and voting results.

This legal opinion is based on the Company Law of the People's Republic of China, the Securities Law of the People's Republic of China, the Rules of the General Meeting of Shareholders of Listed Companies and other relevant laws, regulations, rules and normative documents that have been publicly promulgated and taken effect within the territory of the People's Republic of China (hereinafter collectively referred to as "PRC laws and regulations", which are only for the purpose of this legal opinion, excluding the laws and regulations of the Hong Kong Special Administrative Region of China, the Macao Special Administrative Region of China and the Taiwan region of China) and the Articles of Association of Arcsoft Technology Co., Ltd. (hereinafter referred to as "Arcsoft Technology Co., Ltd."). "Articles of Association").

This legal opinion only expresses opinions on the convening and convening procedures of the general meeting of shareholders, the attendees, the conveners, and whether the voting procedures comply with the relevant Chinese laws and regulations and the Articles of Association, and whether the voting results are legal and valid, and does not express any opinions on the laws of any country or region other than the laws and regulations of the People's Republic of China

Opinion. This legal opinion is issued on the assumption that: (1) all originals and copies of documents provided by the Company are true, accurate and complete; (2) The company has disclosed to the firm all facts and documents that are sufficient to affect the issuance of this legal opinion, and there is no concealment or omission.

In accordance with the provisions of the Securities Law of the People's Republic of China, 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), as well as the facts that have occurred or existed before the date of issuance of this legal opinion, the firm and its assigned lawyers have strictly performed their statutory duties, followed the principles of diligence and good faith, and conducted sufficient verification and verification to ensure that the facts identified in this legal opinion are true, accurate and complete, and the conclusive opinions issued are legal and accurate. There are no false records, misleading statements or major omissions, and the corresponding legal responsibilities are assumed.

This legal opinion is for the Company's use only for the purpose of this General Meeting of Shareholders. This legal opinion may not be provided to, relied upon by, or used for any other purpose by any third party without the prior written consent of the firm. The lawyer of the firm agrees to announce this legal opinion in accordance with the relevant provisions of the resolution of the general meeting of shareholders.

In accordance with the requirements of the current effective Chinese laws and regulations, and in accordance with the generally recognized professional standards, ethics and diligence of the Chinese lawyer industry, our lawyers issue legal opinions on the subject matter as follows:

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

After verification by our lawyers, the board of directors of the company issued a report on the "Arcsoft Technology Co., Ltd. on the convening of 2024

The Notice of the First Extraordinary General Meeting of Shareholders of the year was published on the website of the Shanghai Stock Exchange on December 4, 2024

http://www.sse.com.cn and media that meet the conditions stipulated by the China Securities Regulatory Commission.

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

December 19, 2024 (Thursday) at 14:30 p.m. at Changhe Street, Binjiang District, Hangzhou, Zhejiang Province

The A6th floor of No. 392 Binxing Road (Rainbow Building) will be held, and the online voting time will be: The time for online voting through the trading system of the Shanghai Stock Exchange is the trading time of the day of this general meeting of shareholders, that is, 2024

December 19, 9:15 a.m. to 9:25 a.m., 9:30 a.m. to 11:30 a.m., and 1:00 p.m. to 15:00 p.m.;

The online voting system will conduct online voting on the day of the general meeting of shareholders (December 19, 2024)

Any time between 9:15 a.m. and 15:00 p.m.

Notice of the First Extraordinary General Meeting of Shareholders of the year, the announcement date of the notice of the convening of the General Meeting of Shareholders has reached 15 days from the date of the convening of the General Meeting of Shareholders, in accordance with the provisions of Chinese laws and regulations, and also in accordance with the Articles of Association.

The firm believes that the convening and convening procedures of this general meeting of shareholders are in accordance with the laws and regulations of the People's Republic of China and the Articles of Association.

2. On the qualifications of the personnel who participated in the voting and convened the general meeting of shareholders

According to the verification of our lawyers, a total of 5 shareholders (including shareholders' representatives) participated in the on-site voting of the company's first extraordinary general meeting of shareholders in 2024, representing a total of 138,300,860 voting shares, accounting for 34.5121% of the company's total voting shares. According to the combined results of online voting and on-site voting provided by SSE Information Network Co., Ltd., a total of 143 shareholders (including shareholders' representatives) participated in the on-site voting and online voting at the company's first extraordinary general meeting of shareholders in 2024, representing a total of 227,323,796 voting shares, accounting for 56.7272% of the company's total voting shares. As verified by our lawyers, the qualifications of shareholders (including shareholders' representatives) attending the on-site meeting of the shareholders' meeting comply with the relevant Chinese laws and regulations and the Articles of Association; The qualifications of shareholders who vote through the online voting system shall be verified by the Shanghai Stock Exchange Information Network Co., Ltd., the provider of the online voting system.

The convener of this general meeting of shareholders is the board of directors of the company, and in accordance with the provisions of Chinese laws and regulations and the provisions of the articles of association, the board of directors has the right to convene this general meeting of shareholders. In addition to the shareholders and shareholders' representatives who attended the shareholders' meeting on site, some directors, supervisors and senior managers of the company also attended or attended the shareholders' meeting on site.

The firm believes that the qualifications of the persons participating in the voting of this general meeting of shareholders are legal and valid, and the qualifications of the convener of this general meeting of shareholders are legal and valid.

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

After verification by the lawyers of the firm, the following proposals were considered at the general meeting of shareholders:

Proposal 1: "Proposal on the Renewal of the Appointment of Auditors in 2024"

Proposal 2, "Proposal on Amending <公司章程>and Handling the Registration of Industrial and Commercial Change"

Motion 3: "Proposal on Amendment<董事会议事规则>"

Proposal 4, "Proposal on Adjusting the Allowance of Independent Directors"

Proposal 5, "Proposal on the General Election of the Board of Directors and the Election of Non-Independent Directors of the Third Board of Directors"

Motion 5.01, "Regarding the Election of Mr. Hui Deng (Deng Hui) as a Non-Independent Director of the Third Board of Directors

Motion》

Motion 5.02, "Proposal on Electing Mr. Xiangxin Bi as a Non-Independent Director of the Third Board of Directors"

Proposal 5.03, "Proposal on Electing Mr. Wang Jin as a Non-Independent Director of the Third Board of Directors"

Motion 5.04, "Proposal on Electing Mr. Xu Jian as a Non-Independent Director of the Third Board of Directors"

Motion 5.05, "Proposal on Electing Mr. Li Gang as a Non-Independent Director of the Third Board of Directors"

Motion 5.06, "Proposal on Electing Mr. Kong Xiaoming as a Non-Independent Director of the Third Board of Directors"

Proposal 6, "Proposal on the General Election of the Board of Directors and the Election of Independent Directors of the Third Board of Directors"

Proposal 6.1, "Proposal on Electing Mr. Wang Zhan as an Independent Director of the Third Board of Directors"

Proposal 6.2, "Proposal on Electing Mr. Ge Yunsong as an Independent Director of the Third Board of Directors"

Proposal 6.3, "Proposal on Electing Mr. Zhu Kai as an Independent Director of the Third Board of Directors"

Proposal 7, "Proposal on the General Election of the Board of Supervisors and the Election of Shareholder Representative Supervisors of the Third Board of Supervisors"

Proposal 7.01, "Proposal on Electing Ms. Liu Xiaoqian as the Shareholder Representative Supervisor of the Third Board of Supervisors"

Proposal 7.02, "Proposal on Electing Mr. Liu Weiguang as the Shareholder Representative Supervisor of the Third Board of Supervisors"

Motions 5 to 7 above are cumulative voting proposals, and the Company has adopted a cumulative voting system to itemize them

Decide; Other motions are non-cumulative votes.

Bills 2 and 3 are special resolutions.

The above-mentioned proposals 1 and 4 to 6 are proposals for the separate counting of votes for small and medium-sized investors, and the company has been neutralized

The votes of small investors are counted separately.

After the on-site voting, the company's shareholder representatives, supervisors and lawyers of the firm counted and scrutinized the votes. After the voting of the shareholders' meeting, the company obtained the final voting results based on the statistical results provided by the Shanghai Stock Exchange Information Network Co., Ltd.

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

After verification by our lawyers, the voting on the deliberation of the general meeting of shareholders is as follows:

The above-mentioned proposals 1 and 4 have been voted and passed by the ordinary resolution procedure at this general meeting of shareholders, and they are agreed

The number of voting shares has reached more than half of the total number of voting shares held by the company's shareholders (including shareholders' representatives) attending the shareholders' meeting.

The above-mentioned proposals 5 to 7 have been resolved by ordinary resolution at this general meeting of shareholders and adopted a cumulative voting system

A vote was taken, and the candidates under Bills 5 to 7 were elected according to the cumulative voting system.

The above-mentioned proposals 2 to 3 have been voted and passed by the special resolution procedure at this general meeting of shareholders, and they are agreed

The number of voting shares has reached more than two-thirds of the total number of voting shares held by the company's shareholders (including shareholders' representatives) attending the shareholders' meeting.

In summary, the firm believes that the voting procedures and voting results of this general meeting of shareholders are in accordance with the provisions of Chinese laws and regulations, as well as the Articles of Association, and the voting procedures and voting results of this general meeting of shareholders are legal and valid. IV. Conclusions

In summary, the firm believes that the convening and convening procedures of this general meeting of shareholders comply with the relevant Chinese laws and regulations and the Articles of Association; The qualifications of the personnel participating in the voting of this general meeting of shareholders are legal and valid; The qualifications of the convener of this general meeting of shareholders are legal and valid; The voting procedures and voting results of this general meeting of shareholders are legal and valid.

Three original copies of this legal opinion.

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