King & Wood Mallesons (Chengdu) Law Firm

About XGIMI Technology Co., Ltd

The 2024 stock option incentive plan is reserved for grants

Legal Opinions

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 XGIMI Technology or the Company) as the special legal counsel for the Company's 2024 Stock Option Incentive Plan (hereinafter referred to as the "Plan" and the "Incentive Plan"), 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"), the China Securities Regulatory Commission (hereinafter referred to as the CSRC) Measures for the Administration of Equity Incentives of Listed Companies (hereinafter referred to as the "Administrative Measures"), the Shanghai Stock Exchange (hereinafter referred to as the "Shanghai Stock Exchange") Self-Regulatory Guidelines for Listed Companies on the Science and Technology Innovation Board No. 4 - Information Disclosure of Equity Incentive Information, the Rules for the Listing of Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange (revised in April 2024) and other laws, administrative regulations, departmental rules and normative documents, as well as the relevant provisions of the Articles of Association of XGIMI Technology Co., Ltd. (hereinafter referred to as the "Articles of Association"). This legal opinion is issued on the relevant matters involved in the Company's implementation of the reserved grant of the Plan (hereinafter referred to as the Grant).

In order to issue this legal opinion, in accordance with 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) and other relevant provisions, the firm collected relevant evidence materials, and consulted the documents that need to be consulted according to the regulations and other documents that the firm deems necessary to be consulted. On the basis of the Company's guarantee that the original written materials, duplicate materials, photocopied materials, explanations and undertakings or proofs provided by the Company for the issuance of this Legal Opinion are true, accurate, complete and valid, and there is no concealment, falsehood or material omission, and that the documents and materials are copies or photocopies, which are consistent and consistent with the originals, the Firm has reasonably and fully used methods including but not limited to written review and review to conduct inspections. The relevant facts have been verified and confirmed.

In accordance with 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) and other provisions, as well as the facts that have occurred or existed before the date of issuance of this legal opinion, the firm and its handling lawyers have strictly performed their statutory duties and followed the principles of diligence and good faith

The concluding opinions of the table are legal and accurate, and there are no false records, misleading statements or major omissions, and the corresponding legal responsibilities are assumed.

The firm issues legal opinions based on facts that have occurred or existed before the date of issuance of this legal opinion and the laws and regulations in force in China (referring to the territory of the People's Republic of China and, for the purposes of this legal opinion, excluding Hong Kong Special Administrative Region of China, Macao Special Administrative Region of China and Taiwan region of China), and does not issue legal opinions based on any laws outside China. The firm only expresses opinions on legal issues related to the company's plan, and does not express opinions on the reasonableness of the company's underlying stock value, assessment standards and other issues involved in the company's plan, as well as non-legal professional matters such as accounting and finance. The firm has exercised the necessary duty of care when quoting the relevant financial data or conclusions in this legal opinion, but such quotations shall not be construed as any express or implied warranty by the firm as to the truthfulness and accuracy of such data or conclusions. For the facts that are crucial to the issuance of this legal opinion and cannot be supported by independent evidence, the firm relies on the explanations or supporting documents issued by relevant government departments, XGIMI Technology or other relevant units to issue legal opinions.

The firm agrees that the company will take this legal opinion as one of the necessary documents for the implementation of this grant, and report or announce it together with other materials.

This legal opinion is for the Company's use only for the purposes of this grant and may not be used for any other purpose. The firm agrees that the company will quote the relevant content of this legal opinion in the relevant documents it produces for this grant, but the company shall not cause legal ambiguity or misinterpretation due to the quotation when making the above reference, and the company has the right to review and confirm the corresponding content of the above relevant documents again.

In accordance with the requirements of the Company Law, the Securities Law and other relevant laws, regulations and the relevant provisions of the China Securities Regulatory Commission, and in accordance with the recognized professional standards, ethics and diligence of the lawyer industry, the firm hereby issues the following legal opinions:

1. Approval and authorization of the Program and this grant

1. The Remuneration and Assessment Committee of the Board of Directors of XGIMI Technology Co., Ltd. has formulated the "2024 Stock Option Incentive Plan (Draft)" (hereinafter referred to as the "Incentive Plan (Draft)") and submitted it to the 17th meeting of the second board of directors of the company for deliberation.

2. On May 16, 2024, the 17th meeting of the second board of directors of XGIMI Technology deliberated and approved the "Guan

In the 2024 Stock Option Incentive Plan (Draft) and its Summary" and other proposals related to the plan, the related directors have recused themselves from voting.

3. On May 16, 2024, the 11th meeting of the second board of supervisors of XGIMI Technology deliberated and approved the "Guan

In the 2024 Stock Option Incentive Plan (Draft) and its Summary" and other proposals related to this plan,

The Board of Supervisors expressed its views on the Incentive Plan (Draft).

4. On May 31, 2024, XGIMI Technology published a website on the website of the Shanghai Stock Exchange (http://www.sse.com.cn/,

The same below) disclosed the "XGIMI Technology Co., Ltd. Board of Supervisors on the company's 2024 stock option incentive plan".

Explanation of the Review and Publicity of the List of Incentive Recipients", May 20, 2024 to May 29, 2024

In accordance with the "Administrative Measures" and other relevant regulations, the list of partial incentive objects granted for the first time in this incentive plan was internally publicized; The Board of Supervisors of XGIMI Technology believes that "the proposed incentive objects included in the "2024 Stock Option Incentive Plan (Draft)" all meet the conditions stipulated in relevant laws, regulations and normative documents, and they are legal and effective as the incentive objects of the company's incentive plan." ”

5. On June 7, 2024, XGIMI Technology held the 2023 Annual General Meeting of Shareholders and deliberated and approved the "Guan

Proposal on the 2024 Stock Option Incentive Plan (Draft) and Summary", "Proposal on the Implementation of the Assessment and Management Measures for the 2024 Stock Option Incentive Plan", "Proposal on Requesting the General Meeting of Shareholders to Authorize the Board of Directors to Handle Matters Related to Equity Incentives", "Proposal on Granting Stock Options to Mr. Zhong Bo, Chairman of the Board of Directors, and Mr. Xiao Shi, Director and General Manager of the Company". The independent directors openly solicited proxy voting rights from all shareholders.

6. On June 8, 2024, XGIMI Technology disclosed on the website of the Shanghai Stock Exchange that XGIMI Technology Co., Ltd

The company's self-inspection report on the trading of the company's shares by insiders with inside information of the stock option incentive plan in 2024", "after verification, during the self-inspection period, it was not found that the insiders used the relevant inside information of the incentive plan to trade stocks or leaked the relevant inside information of the incentive plan, which is in line with the relevant provisions of the "Management Measures" and other relevant regulations, and there is no insider trading. ”

7. On June 10, 2024, XGIMI Technology held the 2024 Remuneration and Assessment Committee of the second board of directors

At the first interim meeting of the year, the "Proposal on Granting Stock Options to Incentive Objects for the First Time" was deliberated and passed.

8. On June 12, 2024, XGIMI Technology held the 18th meeting of the second board of directors to deliberate and pass it

After the "Proposal on the First Grant of Stock Options to Incentive Recipients", the affiliated directors have recused themselves from voting.

9. On June 12, 2024, XGIMI Technology held the twelfth meeting of the second board of supervisors

The "Proposal on Granting Stock Options to Incentive Recipients for the First Time" was passed.

10. On October 28, 2024, XGIMI Technology held the third regular meeting of the Remuneration and Assessment Committee of the second board of directors in 2024, and deliberated and approved the "Proposal on Adjusting the Exercise/Vesting Price of Equity Incentive Plans in Past Years".

11. On October 30, 2024, XGIMI Technology held the 21st meeting of the second board of directors for deliberation

The "Proposal on Adjusting the Exercise/Vesting Price of Equity Incentive Plans over the Years" was passed, and the affiliated directors have recused themselves from voting.

12. On October 30, 2024, XGIMI Technology held the 14th meeting of the second board of supervisors for deliberation

Passed the "Proposal on Adjusting the Exercise/Vesting Price of Equity Incentive Plans in Past Years".

13. On February 20, 2025, XGIMI Technology held the second session of the Board of Directors Remuneration and Assessment Committee 2025

At the first interim meeting of the year, the "Proposal on Reserving the Grant of Stock Options to Incentive Objects" was deliberated and passed.

14. On February 20, 2025, XGIMI Technology held the 23rd meeting of the second board of directors for deliberation

After the "Proposal on Reserving the Grant of Stock Options to Incentive Recipients", it is believed that "the company's 2024 stock period

The conditions for granting a reservation under the Entitlement Incentive Plan have been fulfilled, and it was agreed to be set as a reservation by February 20, 2025

On the grant date, 340,000 stock options were granted to 67 incentive recipients who met the grant conditions. ”

15. On February 20, 2025, XGIMI Technology held the 15th meeting of the second board of supervisors for deliberation and approval

The "Proposal on Reserving the Grant of Stock Options to Incentive Recipients" holds that "(1)...... The qualifications of the incentive recipients who are granted the rights and interests this time are legal and valid, and they meet the conditions for receiving the authorized benefits. (2) The company and the incentive object are not allowed to grant rights and interests, and the conditions for the incentive object to be granted by the company in this incentive plan have been fulfilled. (3) The Company determines that the grant date of the reserved stock options granted to the incentive recipients under this incentive plan complies with the relevant provisions on the grant date in the Administrative Measures and the Incentive Plan (Draft). Therefore, the Board of Supervisors agreed to grant the Company the reserved part of the stock options to the incentive recipients of this incentive plan

The date is set for February 20, 2025, at a price of 120.84 yuan per share to 67 people who meet the conditions for grant

340,000 stock options were granted to the incentive. ”

Based on the above, our lawyers believe that as of the date of issuance of this legal opinion, XGIMI Technology has obtained the necessary approvals and authorizations for this grant, which is in line with the relevant provisions of the "Management Measures", "Incentive Plan (Draft)" and the "Articles of Association".

2. About the date of the award

(1) On June 7, 2024, XGIMI Technology held the 2023 Annual General Meeting of Shareholders

The resolution deliberated and passed the "Proposal on Requesting the General Meeting of Shareholders to Authorize the Board of Directors to Handle Matters Related to Equity Incentives", and authorized the Board of Directors to determine the grant date of the plan.

(2) On February 20, 2025, XGIMI Technology held the 23rd meeting of the second board of directors to review

The "Proposal on Reserving the Grant of Stock Options to the Incentive Object" was passed to determine the grant date of this grant

February 20, 2025.

(3) On February 20, 2025, XGIMI Technology held the 15th meeting of the second board of supervisors for deliberation

The "Proposal on Reserving the Grant of Stock Options to the Incentive Object" was passed, and it was agreed that the grant date of this grant would be

February 20, 2025.

(4) According to the company's explanation and verified by the firm's lawyers, the grant date of this grant is within 12 months from the date of the company's 2023 annual general meeting of shareholders to review and approve the plan, which is the transaction date.

In summary, our lawyers believe that the determination of the grant date of this grant has fulfilled the necessary procedures and complies with the relevant provisions of the Administrative Measures and the Incentive Plan (Draft).

3. About the object of this award

On February 20, 2025, the Remuneration and Assessment Committee of the second board of directors of XGIMI Technology ranked first in 2025

The interim meeting deliberated and passed the "Proposal on Reserved Grant of Stock Options to Incentive Objects" and held that "none of the incentive objects reserved for grant in this incentive plan shall not become incentive objects as stipulated in Article 8 of the Administrative Measures; It does not include the spouses, parents, and children of independent directors, supervisors, shareholders who hold more than 5% of the company's shares individually or collectively, and the spouses, parents, and children of actual controllers; Consistent with the scope of incentive objects specified in the Incentive Plan (Draft) approved by the Company's 2023 Annual General Meeting of Shareholders; It meets the qualifications stipulated in the Company Law, the Securities Law and other laws, regulations and normative documents, as well as the Articles of Association, the conditions for incentive objects stipulated in the Administrative Measures, the Rules for the Listing of Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange and other laws, regulations and normative documents, and the scope of incentive objects stipulated in the Incentive Plan (Draft), and its qualifications as the incentive objects of the Company's incentive plan are legal and valid.

On February 20, 2025, XGIMI Technology held the 23rd meeting of the second board of directors to deliberate

The "Proposal on Reserving the Grant of Stock Options to Incentive Recipients" has passed. On the same day, XGIMI Technology held the 15th meeting of the second board of supervisors, deliberated and passed the "Proposal on Reserved Grant of Stock Options to Incentive Objects" and issued verification opinions, believing that "the incentive objects reserved for the company's incentive plan do not have the circumstances stipulated in Article 8 of the "Management Measures" shall not become incentive objects...... "The incentive objects reserved for the company's incentive plan do not include the company's independent directors, supervisors, spouses, parents, and parents of shareholders who hold more than 5% of the company's shares individually or collectively. Children and the spouse, parents, and children of the actual controller. "The list of personnel reserved for incentive recipients in the company's incentive plan is consistent with the scope of incentive objects specified in the "Incentive Plan (Draft)" approved by the company's 2023 annual general meeting of shareholders." "The incentive plan is reserved to grant incentive objects in line with the qualifications stipulated in the Company Law, Securities Law and other laws, regulations and normative documents and the Articles of Association, in line with the conditions of the incentive objects stipulated in the Administrative Measures, Listing Rules and other laws, regulations and normative documents, and in line with the scope of incentive objects stipulated in the Incentive Plan (Draft), and their qualifications as the incentive objects of the company's incentive plan are legal and valid." To sum up, the board of supervisors of the company believes that "we unanimously agree to the list of reserved incentive objects for this incentive plan, and agree that the reserved grant date of the company's incentive plan is."

On February 20, 2025, and at a price of RMB 120.84 per share, 67 incentive recipients who meet the conditions for granting will be awarded

340,000 stock options granted".

To sum up, the lawyer of the firm believes that the granting object of XGIMI Technology this time complies with the relevant provisions of the "Management Measures" and the "Incentive Plan (Draft)".

4. On the implementation of the conditions for the grant

According to the Incentive Plan (Draft), the Company will grant stock options to the incentive recipients only if the following grant conditions are met at the same time, and conversely, if any of the following grant conditions are not met, the Company cannot grant stock options to the incentive recipients.

(1) The company has not experienced any of the following circumstances:

1. The audit report of the financial accounting report of the most recent fiscal year has been issued by a certified public accountant with a negative opinion or cannot express an opinion;

2. The audit report of the internal control of the financial report of the most recent fiscal year was issued by a certified public accountant with a negative opinion or could not express an opinion;

3. In the last 36 months after listing, there has been no profit distribution in accordance with laws and regulations, the Articles of Association, and public commitments;

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

5. Other circumstances identified by the China Securities Regulatory Commission.

(2) The incentive recipient has not experienced any of the following circumstances:

1. Have been identified as an unfit person by the stock exchange within the last 12 months;

2. Identified as an unsuitable person by the China Securities Regulatory Commission and its dispatched agencies within the last 12 months;

3. In the past 12 months, the China Securities Regulatory Commission and its dispatched agencies have been administratively punished or banned from entering the market due to major violations of laws and regulations;

4. Those who are prohibited from serving as directors or senior managers of the company as stipulated in the Company Law;

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

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

Issued by Faith Wing Sum Accounting Firm (Special General Partnership).

XYZH/2024CDAA9B0034 "Audit Report" and XYZH/2024CDAA9B0033 "Internal Control Audit Report", the company's relevant announcements on profit distribution in the past three years, the "Articles of Association", the resolution of the 23rd meeting of the second board of directors of the company, the resolution of the 15th meeting of the second board of supervisors of the company, the company

and the explanation and commitment of the incentive object, and the firm's lawyers have checked the National Enterprise Credit Information Publicity System (https://www.gsxt.gov.cn/), Credit China (https://www.creditchina.gov.cn/), and the Securities and Futures Market Dishonesty Record Inquiry Platform (http://neris.csrc.gov.cn/shixinchaxun/), and the Medium

the state securities regulatory commission " government information disclosure "

(http://www.csrc.gov.cn/csrc/c100033/zfxxgk_zdgk.shtml), the website of the Shanghai Stock Exchange

(https://www.sse.com.cn/), the website of the Sichuan Regulatory Bureau of the China Securities Regulatory Commission

( http://www.csrc.gov.cn/sichuan/index.shtml ) China implements the open information network

(http://zxgk.court.gov.cn/), 12309 China Procuratorate Network (https://www.12309.gov.cn/) and other public websites, as of the date of issuance of this legal opinion, neither the company nor the incentive recipients granted this time have any of the above (1) and (2) situations.

To sum up, the lawyers of the firm believe that the conditions for the grant have been met, and XGIMI Technology's implementation of the award is in line with the relevant provisions of the "Management Measures" and the "Incentive Plan (Draft)".

Concluding remarks

To sum up, the lawyers of the firm believe that as of the date of issuance of this legal opinion, XGIMI Technology has obtained the necessary approvals and authorizations for this grant, which is in line with the relevant provisions of the "Management Measures", "Incentive Plan (Draft)" and the "Articles of Association"; The determination of the grant date of this award has fulfilled the necessary procedures and complies with the relevant provisions of the "Administrative Measures" and the "Incentive Plan (Draft)"; The award object of XGIMI Technology this time complies with the relevant provisions of the "Management Measures" and the "Incentive Plan (Draft)"; The conditions for the award have been met, and XGIMI's implementation of this award is in line with the relevant provisions of the "Management Measures" and the "Incentive Plan (Draft)".

The original of this legal opinion shall be made in triplicate.

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