Grandall Law Firm (Shanghai).

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SRP Microelectronics Technology (Suzhou) Co., Ltd

First Extraordinary General Meeting of Shareholders in 2025

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25-28th Floor, Suhewan Center, 99 North Shanxi Road, Shanghai, 200085

25-28/F, Suhe Centre, No.99 North Shanxi Road, Shanghai 200085, China

Tel: +86 21 5234 1668 Fax: +86 21 5234 1670

Website: http://www.grandall.com.cn

January 2025

Grandall Law Firm (Shanghai).

About SRP Microelectronics Technology (Suzhou) Co., Ltd

Legal Opinion for the First Extraordinary General Meeting of Shareholders in 2025

To: SRP Microelectronics Technology (Suzhou) Co., Ltd

Entrusted by SRP Microelectronics Technology (Suzhou) Co., Ltd. (hereinafter referred to as the "Company"), Grandall Law Firm (Shanghai) (hereinafter referred to as the "Firm") appointed lawyers to attend the first extraordinary general meeting of shareholders of the Company in 2025 held on January 10, 2025, and 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") and other laws and regulations, as well as the China Securities Regulatory Commission, the Rules for the General Meeting of Shareholders of Listed Companies and the Articles of Association of SRP Microelectronics Technology (Suzhou) Co., Ltd. (hereinafter referred to as the "Articles of Association"), and issued legal opinions on the convening of the shareholders' meeting, the convening procedures, the qualifications of the persons attending the meeting, and the voting procedures of the meeting.

In order to issue this legal opinion, the lawyers of the firm attended the general meeting of shareholders, reviewed the agenda and related documents provided by the company about the meeting, and listened to the explanations made by the board of directors of the company on relevant matters.

In the process of reviewing the relevant documents, the Company warrants and undertakes to the lawyers of the Firm that the documents and explanations provided by the Company to the Firm are true and that the relevant copies or copies are consistent with the originals.

The Company warrants and undertakes to the Firm's lawyers that the Company has disclosed all facts to the Firm without any concealment, omission, falsehood or misleading.

This legal opinion is only for the purpose of witnessing the company's first extraordinary general meeting of shareholders in 2025. The lawyer of the firm agrees that the company will take this legal opinion as a statutory document of the general meeting of shareholders, and submit it to the Shanghai Stock Exchange for review and announcement together with other documents.

In accordance with the requirements of the Company Law and the Securities Law, and in accordance with the recognized professional standards, ethics and diligence of the lawyer industry, our lawyers issue legal opinions as follows:

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

The general meeting of shareholders was convened by the board of directors of the company. The Board of Directors of the Company appointed on December 26, 2024

The "Notice on Convening the First Extraordinary General Meeting of Shareholders in 2025" (hereinafter referred to as "the Notice" was published in the disclosure media

Attendance, and may entrust proxies to attend and exercise voting rights and have the right to attend the shareholders' share registration date, registration methods and contact numbers of shareholders attending the meeting.

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

The meeting will be held at 14:30 on January 10, 2025 at 1761 Zhangdong Road, Pudong New Area, Shanghai as scheduled

Tiandi) was held in the conference room on the 4th floor of Building 2. The actual time, place and content of the on-site meeting of the general meeting of shareholders are consistent with the content of the announcement. The online voting of the general meeting of shareholders is carried out through the online voting system of the Shanghai Stock Exchange, and the specific time period for voting through the voting platform of the trading system of the Shanghai Stock Exchange is:

January 10, 2025 9:15--9:25, 9:30--11:30 and 13:00--15:00 through the Shanghai Stock Exchange

The specific time for voting on the Internet voting platform is: January 10, 2025 from 9:15 to 15:00

Any time.

It has been verified that the convening and convening procedures of the company's general meeting of shareholders comply with the provisions of laws, regulations and the Articles of Association.

2. Qualifications of the convener of the general meeting of shareholders and the persons attending the meeting

1. The convener of the General Meeting of Shareholders

It has been verified that the general meeting of shareholders was convened by the board of directors of the company and issued a notice announcement, and the qualification of the board of directors of the company as the convener is legal and valid, in line with the provisions of laws, regulations and the articles of association.

2. Attendees and observers of on-site meetings

It has been verified that a total of 10 shareholders and shareholders' representatives attended the on-site meeting of the shareholders' meeting, representing 32,590,022 voting shares, accounting for 24.7993% of the company's total voting shares.

In addition to the above-mentioned shareholders and shareholders' representatives, the company's directors, supervisors, senior management, director candidates, and supervisor candidates attended or attended the meeting in person or by communication, and our lawyers attended the meeting in person.

It has been verified that the qualifications of the attendees and non-voting personnel of the shareholders' meeting comply with the provisions of laws, regulations, normative documents and the Articles of Association, and are legal and valid.

3. Shareholders who participate in online voting

According to the data provided to the company by the online voting system of the Shanghai Stock Exchange, the voting shares of the shareholder representatives who validly voted through the online voting system at the general meeting of shareholders were 29,211,421 shares, accounting for the company's table

22.2284% of the total number of voting shares.

The aforesaid qualifications of shareholders who vote through the online voting system shall be verified by the online voting system provider of the Shanghai Stock Exchange. On the premise that the qualifications of the shareholders participating in the online voting of the shareholders' meeting are in accordance with the provisions of laws, regulations, normative documents and the Articles of Association, the lawyers of the firm believe that the qualifications of the conveners and attendees of the shareholders' meeting comply with the provisions of laws, regulations, normative documents and the Articles of Association, and are legal and valid.

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

The shareholders attending the company's general meeting of shareholders did not put forward new proposals.

The general meeting of shareholders deliberated the following proposals:

1. <公司章程>Proposal on Amendments and Annexes;

2. Proposal on Amending Part of the Company's Governance System;

3. Proposal on Extending the Validity Period of the Resolution of the General Meeting of Shareholders of the Company on Issuing Convertible Bonds and Paying Cash to Purchase Assets and Raising Matching Funds;

4. Proposal on Requesting the General Meeting of Shareholders to Extend the Validity Period of Authorizing the Board of Directors to Issue Convertible Bonds and Pay Cash to Purchase Assets and Raise Matching Funds;

5. Item-by-item review of the "Proposal on the General Election of the Board of Directors of the Company and the Election of Non-Independent Director Candidates for the Fourth Board of Directors"

5.01 "PROPOSAL ON ELECTING MR. ZHIXUZHOU AS A NON-INDEPENDENT DIRECTOR OF THE FOURTH BOARD OF DIRECTORS OF THE COMPANY";

5.02 "Proposal on Electing Mr. FENG YING as a Non-Independent Director of the Fourth Board of Directors of the Company";

5.03 "Proposal on Electing Mr. Wu Jiangang as a Non-Independent Director of the Fourth Board of Directors of the Company";

5.04 "Proposal on Electing Mr. Wang Lin as a Non-Independent Director of the Fourth Board of Directors of the Company";

5.05 "Proposal on Electing Mr. Zhang Chenjian as a Non-Independent Director of the Fourth Board of Directors of the Company";

5.06 "Proposal on Electing Mr. Zhang Mingquan as a Non-Independent Director of the Fourth Board of Directors of the Company".

6. Item-by-item review of the "Proposal on the General Election of the Board of Directors of the Company and the Election of Independent Director Candidates for the Fourth Board of Directors"

6.01 "Proposal on Electing Mr. Huang Sheng as an Independent Director of the Fourth Board of Directors of the Company";

6.02 "Proposal on Electing Mr. Pan Fei as an Independent Director of the Fourth Board of Directors of the Company";

6.03 "Proposal on Electing Mr. Zhu Guangwei as an Independent Director of the Fourth Board of Directors of the Company".

7. Review the "Proposal on the Re-election of the Board of Supervisors of the Company and the Election of Non-employee Representative Supervisors of the Fourth Board of Supervisors" item by item

7.01 "Proposal on Electing Mr. Hu Yingping as a Non-employee Representative Supervisor of the Fourth Board of Supervisors";

7.02 "Proposal on Electing Mr. Xiansheng as a Non-employee Representative Supervisor of the Fourth Board of Supervisors".

Motion 1 is a special resolution; Motions 5, 6, and 7 are cumulative votes

Motion; Bills 3, 4, 5, 6 and 7 are counted separately for small and medium-sized investors

votes for the motion; This deliberation proposal does not involve the proposal of related shareholders to recuse themselves from voting.

The general meeting of shareholders adopts a combination of on-site voting and online voting. The shareholders and shareholders' representatives who attended the shareholders' meeting voted on the above-mentioned proposals by registered ballot, and the shareholders' representatives, supervisors' representatives and witness lawyers counted the on-site voting. The shareholders and shareholders' representatives who attended the shareholders' meeting did not raise objections to the voting results of the on-site voting.

The shareholders who participated in the online voting exercised their voting rights through the trading system of the Shanghai Stock Exchange or the Internet voting system within the specified online voting time, and after the online voting was completed, SSE Information Network Co., Ltd. provided the company with the statistical data files of the online voting.

Based on the voting results of on-site voting and online voting, the deliberation results of this general meeting of shareholders are as follows:

The proposals deliberated at the general meeting of shareholders were all passed.

It has been verified that the voting procedures of the general meeting of shareholders on the proposal comply with the provisions of laws, regulations, normative documents and the Articles of Association, and the voting results are legal and valid.

Concluding remarks

The lawyer of the firm believes that the convening and convening procedures of the company's general meeting of shareholders comply with the provisions of relevant laws, regulations, normative documents and the articles of association, the qualifications of the convener and attendees of the general meeting of shareholders are legal and valid, and the voting procedures and voting results of the general meeting of shareholders are legal and valid.

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