Shanghai Fangda Law Firm

About Shanghai Yirui Optoelectronics Technology Co., Ltd

The issuance of A shares to a specific target

Supplemental Legal Opinion (2)

January 2025

Table of Contents

Q7.3 ...... 5

FANGDAPARTNERS

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Shanghai Fangda Law Firm

About Shanghai Yirui Optoelectronics Technology Co., Ltd

The issuance of A shares to a specific target

Supplemental Legal Opinion (2)

To: Shanghai Yirui Optoelectronics Technology Co., Ltd

Shanghai Fangda Law Firm (hereinafter referred to as the "Firm") is a law firm qualified to practice law in the People's Republic of China (hereinafter referred to as the "PRC"). Pursuant to the legal counsel agreement signed between Shanghai Yirui Optoelectronics Technology Co., Ltd. (hereinafter referred to as the "Issuer", "Yirui Technology" or the "Company") and the Firm, the Firm acted as the special legal counsel for the Issuer's issuance of A shares to specific targets and their listing on the Science and Technology Innovation Board of the Shanghai Stock Exchange (hereinafter referred to as the "Offering").

On October 18, 2024, we issued a "Above" on October 18, 2024 regarding the relevant legal matters involved in the offering

The Legal Opinion of Shanghai Fangda Law Firm on the Issuance of A Shares by Shanghai Yirui Optoelectronics Technology Co., Ltd. to Specific Targets (hereinafter referred to as the "Legal Opinions") and the Lawyer's Work Report of Shanghai Fangda Law Firm on the Issuance of A Shares by Shanghai Yirui Optoelectronics Technology Co., Ltd. to Specific Targets (hereinafter referred to as the "Lawyers' Work Report").

Whereas, on November 1, 2024, the Shanghai Stock Exchange issued the "About Shanghai Yirui Optoelectronics Technology Stocks

Inquiry Letter for the Review of Application Documents for the Issuance of Shares by a Limited Company to a Specific Target (SSE Review (Refinancing)

[2024] No. 121) (hereinafter referred to as the "Audit Inquiry Letter"), which was reviewed by the Firm on 29 November 2024

A supplementary legal opinion is issued for the matters involved in the letter of inquiry that require the lawyer to verify and express his opinion (hereinafter referred to as the "Supplementary Legal Opinion (1)", together with the "Legal Opinion" and the "Lawyer's Work Report", hereinafter collectively referred to as the "Original Legal Opinion").

Since substantial progress has been made in the matters verified and expressed in the Supplemental Legal Opinion (1), our lawyers have made a supplementary verification on the aforesaid matters and issued this Supplemental Legal Opinion (2) (hereinafter referred to as the "Supplemental Legal Opinion").

The relevant statements and assumptions made by the firm in the original legal opinion apply to this supplemental legal opinion.

Unless otherwise specified in this Supplemental Legal Opinion, words defined in the original Legal Opinion shall have the same meanings as defined in the Original Legal Opinion when used in this Supplemental Legal Opinion.

In accordance with the provisions of the Company Law of the People's Republic of China, the Securities Law of the People's Republic of China, the Administrative Measures for the Registration of Securities Issuance of Listed Companies and other applicable laws and regulations of the People's Republic of China, and with reference to the requirements of the Rules for the Preparation of Information Disclosure of Companies Offering Securities to the Public No. 12 - Legal Opinions and Lawyers' Work Report on Public Offering of Securities (Zheng Jian Fa [2001] No. 37), in accordance with the requirements of the China Securities Regulatory Commission (hereinafter referred to as the "CSRC"), The relevant provisions of the Administrative Measures for Law Firms Engaging in Securities Legal Business and the Practice Rules for Law Firms in Securities Legal Business (for Trial Implementation) jointly issued by the Ministry of Justice of the People's Republic of China, as well as the generally recognized business standards, ethics and diligence of the lawyer industry, have verified and verified the relevant documents provided by the issuer and the facts that have occurred or existed before the date of issuance of this supplementary legal opinion, and issue the following legal opinions:

Q7.3

According to the application materials, in April 2024, Yirui Korea received a request from the Seoul prosecutor to the Seoul Central District Court

The Complaint (2023 Sentencal No. 38512) filed with the Complaint of Eternal Korea includes: TFT

When modules are smuggled into the country, TFT modules imported from China are manufactured into detectors and exported to India

Reported for South Korea, digital X-ray detector SKD smuggled export.

The issuer is requested to explain: combined with the business situation of Yirui Korea, the controlled facts, the progress of the litigation, and the results of the litigation

evaluation and the judgment results of similar cases, etc., and analyze the impact of the matter on the issuer's implementation of the fundraising project and production economy

whether the impact of business and performance constitutes a material violation of laws and regulations.

Please ask the sponsor, the issuer's lawyer, and the reporting accountant to check and give a clear opinion.

Reply:

1. The business situation of Yirui Korea

According to the establishment registration documents such as the registration certificate of Yirui Korea and the "Notice of Filing of Overseas Investment Projects",

And confirmed in writing by the company, Yirui Korea was established in 2018, and its main business is the core components of digital X-ray

Production, sales and service.

According to the financial statements of Yirui Korea for the last three years and from January to June 2024, the main financial data of Yirui Korea

and the proportion of the issuer's consolidated data is as follows:

Unit: 10,000 yuan

Project January-June 2024/ Year 2023/ Year 2022/ Year 2021/

June 30, 2024 December 31, 2023 December 31, 2022 December 31, 2021

Total assets 17,400.90 16,058.15 10,023.20 10,274.39

Net assets 8,220.35 7,499.58 5,760.27 5,314.45

Operating income 7,777.29 15,537.30 16,212.95 18,056.71

(including insider trading)

Operating income 5,864.68 11,729.20 14,668.99 17,964.68

(Excludes insider trading)

Net profit 1,155.78 1,636.08 130.29 2,321.80

Total assets of Yirui Korea 2.15% 2.14% 1.72% 2.90%

Proportion of total assets of pedestrians

Yirui Korea net assets account for 1.83% 1.73% 1.48% 1.73%

Proportion of pedestrian's net worth

Yirui Korea operating income (package

Including internal transactions) accounted for 7.58% 8.34% 10.47% 15.21%

Percentage of operating income

Project January-June 2024/ Year 2023/ Year 2022/ Year 2021/

June 30, 2024 December 31, 2023 December 31, 2022 December 31, 2021

Yirui Korea operating income (no.)

Including internal transactions) accounted for the issuance 5.72% 6.29% 9.47% 15.13%

Percentage of operating income per person

Net profit of Yirui Korea accounted for 3.76% 2.69% 0.20% 4.80%

Proportion of pedestrian's net profit

According to the written confirmation of the issuer, the issuer expects the annual operating revenue of Yirui Korea in 2024 (excl

internal transactions) and net profit will be reduced to less than 5% of the issuer's operating income and net profit.

2. The alleged facts, the progress of the litigation, the evaluation of the outcome of the litigation and the judgment of similar cases

Results

(1) The alleged facts of Yirui Korea's litigation

According to the legal opinion issued by Kim Chang Law Firm of South Korea, on April 2, 2024, Yirui Korea received

The indictment to the Seoul Central District Prosecutor's Office stated that Yirui Korea and its representative director were charged with violating the "Han

The National Customs Act, the Korea Foreign Trade Act, and the Tariff Act for the purpose of implementing free trade agreements in Korea

and other laws and regulations. The prosecution argued that the defendant was suspected of failing to comply with the requirements of South Korean laws and regulations on imports

The trade name and HS code of the product are declared and the country of origin of the goods produced in foreign countries is counterfeited as Korean

Producing and exporting and selling to foreign countries, Yirui Korea was charged by South Korean prosecutors with the following crimes:

Serial No. Matters Regulations and Charges Specific Circumstances

Regarding the alleged composition of TFT modules under the Korean Tariff Act, when importing 9,543 TFT modules, import declaration

1 Smuggled Imports "Smuggled imports" under "Smuggled Imports" are other items, with a total market value of 42.259 billion won

(approximately RMB222 million)

It is suspected of constituting a Korean tariff law

Under the "false declaration for South Korea."

On importing products from China"

TFT module manufacturing is suspected of constituting South Korea's foreign trade When exporting 654 detectors, it was falsely declared as South Korea

2 The original price of the test was 3.664 billion won (about 0.19) under the law of the time of the "counterfeit Korean production" under the law of the time of the tester to India

Declaration of origin as export of Korean products" 100 million RMB)

The country is suspected of constituting a special case of the Korean FTA

Under the Act, "Illegal Acquisition of Korean."

Certificate of Origin of India"

Suspected of constituting a Korean tariff law when exporting 536 detectors SKD, export Shen

Regarding the "smuggled export" under the digital X-ray detection, it is reported as other items, and the market value is 3.056 billion won (approx

3 Tester SKD smuggled out of 16 million yuan)

Mouth Suspected of constituting South Korea's foreign trade when exporting 1,274 detector SKD to India,

Under the Act, "Counterfeit Korean Product Counterfeit Origin for Korean Product Export, Market Price."

Exports" 3.061 billion won (about 16 million yuan)

(2) The progress of the above-mentioned litigation

On December 18, 2024, Yirui Korea has received the Judgment from the Seoul Central District Court in South Korea

(2024 Xinghe No. 325) (hereinafter referred to as the "First Instance Judgment"). According to the explanation of Kim Chang Law Firm and the translation of the gist of the first-instance judgment provided by Beijing Qidu Jincheng Translation Co., Ltd., all the charges against Yirui Korea in this case were not established due to lack of criminal evidence, and the Seoul Central District Court of South Korea ruled that Yirui Korea was not guilty. According to the appeal petition served on Yirui Korea by the Seoul Central District Court of South Korea

Guojin Zhang Law Firm confirmed in writing that the prosecutor had sentenced all the first-instance verdicts on December 24, 2024

The decision was appealed. As of the date of the issuance of this supplemental legal opinion, the second-instance trial of this case has not yet begun.

(3) Assessment of litigation outcomes

According to Kim Jang Law Firm of South Korea on May 29, 2024, November 28, 2024

The relevant legal opinions issued make the following predictions of the possible outcome of the proceedings for which Yirui Korea was charged by the Korean prosecutor:

Serial No. Matters Statutes and Charges Estimated Outcome of Litigation

1 Regarding the possibility of "smuggling" under the Korean Customs Act for TFT modules

The smuggling import port is low

Regarding the possibility of "false declaration" under the Korean Customs Act on importing China

TFT module manufacturing is reported to be made in Korea" is low

2 When the test device is exported to India, it is possible to be guilty of "falsehood" under the Korean Foreign Trade Act

Declaring the country of origin as Korean and exporting Korean products is lower

"Possibility of non-guilt" under the Korean FTA Special Cases Act

The method of obtaining the certificate of origin of Korea and India" is low

Regarding the digital X-ray probe under the South Korean Tariff Act, "smuggling out of the possibility of guilt."

3 Tester SKD smuggling export"

Mouth "False Guilty Possibility" under South Korea's Foreign Trade Act

Exports made in Korea" medium-high

Based on the above litigation results, one of the charges with a relatively high probability of guilt is the related crime of "smuggling and exporting digital X-ray detector SKD", according to the South Korean law firm Kim Jang Law Firm in 2024

Legal opinions issued on May 29, 2024 and November 28, 2024, are usually at the trial stage by the Korean prosecutors

Sentencing opinions are submitted, but they are not binding on the Korean courts, which will still make independent judgments based on the provisions of the law and the specific circumstances of the case; Taking into account the standard of summary prosecution stipulated by the prosecution and the verdicts of other similar cases, the punishment of Yirui Korea is estimated as follows: 1) the fine is about 600 million won (about 3 million yuan), which is equivalent to 20% of the original price of the illegal goods (estimated according to the prosecutor's sentencing practice and past cases); 2) The recovery amount is about 3.056 billion won (about 16 million yuan), which is equivalent to the original price of illegal goods; 3) A total of approximately 3.6 billion won (approximately 19 million RMB).

(4) The outcome of the judgment in similar cases

According to the public search results provided by Kim Chang Law Firm in South Korea, it did not find cases that were completely consistent with the focus of the dispute, the amount involved, and the items involved in the case.

Serial No. Date of Adjudication Magistrate's Court and Case No. Relevant facts and gist of the adjudication

1 October 2021 Seoul High Court; Relevant facts:

On the 28th, 2019NO405, the defendant was importing a PLC CPU module made in Japan

(8538.90-4000) when counterfeiting enjoys low tariffs (tariffs

0% rate) of the computer component (computer board

-8473.30-9010), by falsely declaring the name of the product

Walking privately. Between August and September 2016, the goods smuggled by him

The original price was KRW 1,379,470,196 and the market value was KRW 1,379,470,196

2,168,978,296 won.

The gist of the adjudication:

(1) The crime of smuggling imports is not guilty, but the violation of the customs law (tax evasion and

false declaration) guilty;

(2) The defendant's representative director was sentenced to 8 months' imprisonment (suspended).

sentenced to 2 years), the defendant company was fined 5 million yuan

Yuan.

2 October 2020 Seoul High Court; Relevant facts:

15th 2020NO603 Judgment The defendant imported wireless remote control babies a total of 5 times in 2018

Electric vehicles, for which the name of the baby scooter is used

(SCOOTER) and item classification number (9503.00-1200

No.), not the product of the baby electric vehicle

TOY CAR AND ITEM CLASSIFICATION NUMBER (9503.00-1800)

), thus smuggling and importing wireless with a market value of about 1.8 billion won

1,356 remote-controlled baby electric vehicles.

The gist of the adjudication:

(1) Judgment of violation of the Customs Act (smuggling imports);

(2) The defendant's representative director was sentenced to 1 year's imprisonment (suspended sentence 2).

years); The defendant company was recovered about 1.8 billion won.

3 Related Facts:

Busan District Court West

December 2018 Ministry Branch; When the defendant company imports PLC CPU modules, it should be declared appropriate

13th In the case of Tariff Code 8538.90-4000 with a tariff rate of 8%,

2018 Gao He 92 Judgment The import declaration is the tariff number 8473.30-9010 for exemption from customs duties. at

Between February 22, 2016 and June 27, 2016, a total of walks

Serial No. Date of Adjudication Magistrate's Court and Case No. Relevant facts and gist of the adjudication

Approximately KRW 1,885,956,371 equivalent PLC CPU modules were imported

Group.

The gist of the adjudication:

(1) Smuggling of imports is found not guilty, but it violates the customs law (tax evasion

sin) guilty;

(2) The defendant company was fined KRW 30 million.

4 April 2017 Seoul Chuo Local Method Facts:

21st Hospital; 2017NO426 The defendant commits a total of 28 petitions from February 2021 to May 2023

Judgment This Imported Manual Electroptuation Tool (TOOLS FOR

WORKING IN THE HANDS, HS ARTICLE NUMBER

8467.29-0000), fill in the product name as "HAND" at the time of customs declaration

TOOLS", coded as "8205.59-9000", or

Fill in the product name as "IMPACT WRENCH" and edit it in detail

The code is "8467.11-4000", and the price of illegal imports in this way is made

857 Japanese power tools worth 1.9 billion won.

The gist of the adjudication:

(1) Judgment of violation of the Customs Act (smuggling imports);

(2) The defendant's representative director was sentenced to 8 months' imprisonment (suspended for 2 years);

The defendant company was fined 100 million won.

5 August 2015 Supreme Court; Relevant facts:

27 December 2015DO2276 Judgment The defendant in the period from August 2010 to April 2011 to:

In the name of the declaration of importing the whole vehicle with satellite receivers, smuggling imports

Satellite receivers with a total value of about 1.7 billion won.

The gist of the adjudication:

(1) Judgment of violation of the Customs Act (smuggling of imports) and violation of foreign affairs

trade law;

(2) The defendant's representative director was sentenced to one year's imprisonment (suspended

2 years), about 1.7 billion won recovered; The defendant company was sentenced

A fine of 10 million won was imposed, and about 1.7 billion won was recovered.

According to the relevant legal opinion issued by Kim Jang Law Firm on November 28, 2024, two of the above similar cases (i.e., items 1 and 3 in the table above) were found not guilty of import smuggling, and although the defendant was still held liable for violating the customs law (tax evasion), he was not sentenced to a recovery amount equivalent to the market value of the relevant goods. These judgments also illustrate that there are both acquittals and smuggling for the relevant offences

There are various possibilities for the verdict that the oral offense is punished with a lesser offense.

3. Whether the controlled behavior of Yirui Korea constitutes a material violation of laws and regulations

According to the relevant legal opinions issued by Kim Chang Law Firm of South Korea, the controlled facts of Yirui Korea are not major violations that seriously damage the legitimate rights and interests of the company's shareholders, and are not major violations that seriously damage the public interests in the fields of national security, public health and safety, ecological safety, public safety, and production safety.

Therefore, the controlled conduct of Yirui Korea is not a material violation involving the above-mentioned aspects.

4. Explain the impact of Yirui Korea's litigation on the issuer's implementation of the fundraising project, production, operation and performance

(1) The impact of the litigation on the issuer's implementation of the fundraising project

According to the prospectus (declaration draft) and confirmed in writing by the issuer, the funds raised in this issuance are intended to be invested in the construction project of X-ray vacuum devices and integrated solutions, and the implementation body is Yirui Haining, and the implementation location is in Haining, Zhejiang. This fundraising project is not implemented in South Korea, nor does it involve the part that needs to be implemented by Yirui Korea. Therefore, the litigation of Yirui Korea will not have a material adverse impact on the issuer's implementation of this fundraising project.

(2) The impact of Yirui Korea's litigation on the issuer's production and operation

According to the relevant opinion issued by Kim Chang Law Firm of South Korea, even if the alleged acts of Yirui Korea are found guilty, the fact itself should not legally lead to the suspension of business or the cancellation of the business registration certificate, so the facts of the litigation themselves will not legally cause the suspension of business of Yirui Korea. As of the date of this supplemental legal opinion, Yirui Korea continues to operate.

According to the written confirmation of the issuer, the main business of Yirui Korea is the production, sales and service of digital X-ray core components, and other domestic and foreign entities under the issuer have a strong substitution role for Yirui Korea, and the issuer can replace Yirui Korea through other domestic and foreign entities under its subsidiaries to carry out corresponding business. Specifically, the products produced and processed by Yirui Korea can be produced and processed by Yirui Taicang and Yirui Haining; The main sales areas of Yirui Korea are South Korea, the United States and India (from 2023, Yirui Korea has ceased to sell to India, and will only provide after-sales service in 2023 and the first half of 2024), and as of the date of issuance of this supplemental legal opinion, the issuer can directly sell products to South Korea, the United States and India in China (subject to appropriate tariffs);

Issuers may also sell to South Korea, the United States and India through overseas subsidiaries such as Yirui Japan and Yirui USA.

According to the written statement of the issuer, from January to June 2024, the operating income (excluding internal transactions) and net profit of Yirui Korea accounted for 5.72% and 3.76% of the corresponding financial indicators of the issuer, respectively. According to the issuer's unaudited financial data, from January to September 2024, the proportion of Yirui Korea's net profit to the issuer's net profit is less than 5%, and the proportion of operating income (excluding internal transactions) to the issuer's operating income is about 5.6%.

The issuer expects that for the full year of 2024, the proportion of operating income (excluding internal transactions) and net profit of Yirui Korea to the corresponding financial indicators of the issuer will decrease to less than 5%.

In summary, our lawyers believe that the litigation will not have a material adverse impact on the issuer's production and operation.

(3) The impact of the litigation on the issuer's performance

In the first instance judgment of this case, Yirui Korea was not sentenced to any fine, nor was it ordered to recover the amount. The prosecution filed an appeal on December 24, 2024, against the verdict of the first instance. According to the issuer's written statement, if the Korean court upholds the first-instance judgment in the subsequent judgment and finds that all the charges charged by Yirui Korea are not established, Yirui Korea is not required to include any fines or recovery amounts in non-operating expenses; If the Korean court changes the judgment and imposes a fine and/or recovery amount on Yirui Korea in the subsequent judgment, Yirui Korea will include the fine and/or recovery amount in the current non-operating expenses according to the subsequent judgment.

According to the written statement of the issuer, the fines and recoveries (if any) imposed by the Korean court are non-recurring gains and losses, which will not affect the issuer's current operating income and net profit attributable to the parent after deducting non-recurring profits, but will have an impact on the total profit of the issuer for the current period and the net profit attributable to the parent before deduction, and the impact is that the fine and/or recovery amount awarded by the Korean court needs to be deducted.

In summary, Yirui Korea was not fined or ordered to recover the amount in the first-instance judgment, and as of the date of issuance of this supplemental legal opinion, Yirui Korea's litigation has not had a material impact on the issuer's performance. However, if the Korean court imposes a fine and/or recovery amount on Yirui Korea in a subsequent judgment, it will have an impact on the issuer's performance.

5. Lawyers verify and express clear opinions

In accordance with the Korean Legal Opinion, the written statement issued by the issuer, and other verifications listed above

After checking the procedures and verifying the documents listed, the lawyer in charge of the firm believes that:

1. The controlled behavior of Yirui Korea involved in the lawsuit is not a material material that seriously damages the legitimate rights and interests of the company's shareholders

Illegal acts are not major violations that seriously harm the public interest in the fields of national security, public health and safety, ecological safety, public safety, or production safety;

2. The litigation will not have a material adverse impact on the issuer's implementation of the fundraising project;

The litigation will not have a material adverse impact on the issuer's production and operation; As of the date of issuance of this supplemental legal opinion, the litigation of Yirui Korea has not had a material impact on the issuer's performance. However, if the Korean court imposes a fine and/or recovery amount on Yirui Korea in subsequent judgments, it will have an impact on the issuer's performance.

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(There is no text on this page, but it is the signing page of the Supplementary Legal Opinion of Shanghai Fangda Law Firm on the Issuance of A Shares by Shanghai Yirui Optoelectronics Technology Co., Ltd. to Specific Targets (II))

Shanghai Fangda Law Firm (official seal) Unit Leader:

Zino

Lawyer:

Luo Ke, Chen Helan

Li Qianyuan

2025-01-00-19