Grandall Law Firm (Shanghai).

Grandall Law Firm (Shanghai)

Shanghai, China Suhewan Center, Level 25-28, Suhewan Center, 99 North Shanxi Road, Jing'an District, Shanghai, 200085

25-28/F, Suhe Centre, 99 North Shanxi Road, Jing'an District, Shanghai, China, 200085

TEL: (8621) 5234-1668 FAX: (8621) 5234-1670

About Ningbo Changyang Technology Co., Ltd

Legal opinion for the third extraordinary general meeting of shareholders in 2025

To: Ningbo Changyang Technology Co., Ltd

Grandall Law Firm (Shanghai) (hereinafter referred to as the "Firm") was entrusted by Ningbo Changyang Technology Co., Ltd. (hereinafter referred to as the "Company") to appoint its lawyers to attend the Company's third extraordinary general meeting of shareholders in 2025 (hereinafter referred to as the "General Meeting of Shareholders"). In accordance with the Securities Law of the People's Republic of China (hereinafter referred to as the "Securities Law"), the Company Law of the People's Republic of China (hereinafter referred to as the "Company Law"), the Rules of the General Meeting of Shareholders of Listed Companies (hereinafter referred to as the "Rules of the General Meeting of Shareholders") and other laws, regulations, departmental rules and normative documents, as well as the Articles of Association of Ningbo Changyang Technology Co., Ltd. (hereinafter referred to as the "Articles of Association"), the lawyers of the firm have made a decision on the convening and convening procedures of the company's general meeting of shareholders, the qualifications of the persons attending the meeting, Issue legal opinions on relevant legal issues such as the qualifications of the convener, the voting procedures of the meeting, and the legality of the voting results.

Regarding the issuance of this legal opinion, our lawyers make the following statement:

1. In accordance with the provisions of the Securities Law, the Administrative Measures for Law Firms Engaging in Securities Legal Business, the Practice Rules for Securities Legal Business of Law Firms (Trial) and other provisions and 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, 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, and there are no false records. misleading statements or material omissions, and bear the corresponding legal responsibility;

2. In accordance with the requirements of the Rules of the General Meeting of Shareholders, the lawyers of the firm have carried out the necessary verification and verification of the relevant matters involved in the company's general meeting of shareholders. The lawyers of the firm only express opinions on the convening and convening procedures of the general meeting of shareholders, the qualifications of the convener and the persons attending the on-site meeting, the voting procedures of the meeting and the legality of the voting results, and do not express opinions on the authenticity, accuracy and completeness of the content of the proposals deliberated at the general meeting of shareholders and the facts or data expressed in the proposals;

3. The lawyers of the firm cannot witness the online voting process, and the shareholder qualifications and online voting results participating in the online voting of the general meeting of shareholders are certified by the corresponding stock exchange trading system and Internet voting system;

4. The lawyer of the firm has not authorized any unit or individual to make any interpretation or explanation of this legal opinion;

5. This legal opinion is only for the purpose of witnessing the company's general meeting of shareholders, and shall not be used for any other purpose. The lawyer of the firm agrees to announce this legal opinion together with the resolution of the company's general meeting of shareholders.

In accordance with the requirements of relevant laws, regulations and normative documents, and in accordance with the recognized professional standards, ethics and diligence of the lawyer industry, the lawyers of the firm issue legal opinions as follows:

1. Procedures for the convening and convening of the General Meeting of Shareholders

1. The convening of the general meeting of shareholders

The company's general meeting of shareholders was verified by the firm's lawyers after verifying the resolution of the second meeting of the fourth board of directors of the company and the notice of the general meeting of shareholders disclosed by the company on the website of the Shanghai Stock Exchange (www.sse.com.cn).

It was decided to convene at the second meeting of the fourth board of directors of the company held on March 31, 2025

The Board of Directors is responsible for convening. The Board of Directors of the Company was published on the website of the Shanghai Stock Exchange on April 1, 2025

(www.sse.com.cn) The "Notice of Ningbo Changyang Technology Co., Ltd. on Convening the Third Extraordinary General Meeting of Shareholders in 2025" was published in the form of an announcement, announcing the time, place, equity registration date, meeting convener, meeting deliberations, meeting registration methods and voting procedures for participating in online voting.

2. The convening of the general meeting of shareholders

The general meeting of shareholders will be held at 14:00 on April 16, 2025 at 999 Qingfeng Road, Jiangbei District, Ningbo City

The company's chairman Mr. Jin Yadong and vice chairman Mr. Yang Zhenhe were on a business trip, and more than half of the directors jointly elected Mr. Li Chen, a director, to preside over the meeting. The time, place and place of the meeting

The content of the notice of this general meeting of shareholders is consistent.

According to the notice of the general meeting of shareholders verified by our lawyers, the general meeting of shareholders adopts the online voting system of the general meeting of shareholders of the Shanghai Stock Exchange, and the voting time through the voting platform of the trading system is the trading time of the day of the general meeting of shareholders, that is, 9:15-9:25, 9:30-11:30, 13:00-15:00, and the voting time through the Internet voting platform is 9:15-15:00 on the day of the general meeting of shareholders.

Our lawyers believe that the company published the notice of the meeting 15 days before the convening of the general meeting of shareholders, and the actual time, place, method and proposals for consideration at the meeting of the general meeting of shareholders 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. The convening and convening procedures of the general meeting of shareholders are in accordance with the provisions of the Company Law, the Rules of the General Meeting of Shareholders and other laws, regulations and normative legal documents, as well as the Articles of Association.

2. Qualifications of the on-site meeting and convener of the general meeting of shareholders

After the on-site witness and inspection of the shareholders (or shareholders' representatives) who attended the shareholders' meeting on the spot, the identification materials (including the power of attorney) and the resolutions of the company's shareholders' meeting, a total of 89 shareholders and shareholders' representatives attended the on-site meeting of the shareholders' meeting and voted through the Internet, representing a total of 58,558,058 shares, accounting for 20.7438% of the company's total valid voting shares. The company's directors, supervisors and senior managers attended the meeting.

After the lawyer of the firm verified the resolution of the second meeting of the fourth board of directors of the company, the general meeting of shareholders was convened by the board of directors of the company, and the qualifications of the convener were in accordance with the provisions of the articles of association.

Our lawyers believe that shareholders (or agents) attending the on-site meeting of the general meeting of shareholders have legal and valid qualifications to participate in the general meeting of shareholders and exercise their voting rights. The qualifications of the convener are legal and valid. Shareholders who vote through the online voting system will have their shareholder qualifications verified by the Shanghai Stock Exchange's identity verification agency.

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

After the lawyer of the firm verified the resolution of the second meeting of the fourth board of directors of the company, the company's general meeting of shareholders was not coming

The proposals considered at the general meeting of shareholders are consistent with the matters listed in the notice of the general meeting of shareholders.

After the lawyer of the firm verified the notice of the general meeting of shareholders, the resolution of the company's general meeting of shareholders and witnessed the on-site voting of the company, the general meeting of shareholders adopted a combination of on-site voting and online voting to deliberate and pass the following proposals one by one on the proposals listed in the notice of the meeting:

Proposal 1: "Proposal on Changing the Use of Part of the Repurchased Shares and Canceling and Reducing the Registered Capital"

Voting results: 58,521,551 shares were approved, accounting for 99.9376% of the total number of valid voting shares present at the meeting;

against 26,307 shares, representing 0.0449% of the total number of valid voting shares present at the meeting; Abstained 10,200 shares,

0.0175% of the total number of valid voting shares present at the meeting.

Proposal 2: "Proposal on Changing and Modifying <公司章程>the Company's Registered Capital"

Voting results: 58,545,857 shares were approved, accounting for 99.9791% of the total number of valid voting shares present at the meeting;

against 2,000 shares, representing 0.0034% of the total number of shares with valid voting rights present at the meeting; Abstained 10,201 shares, accounted for

0.0175% of the total number of shares with valid voting rights present at the meeting.

It has been verified that the company's general meeting of shareholders voted on the matters notified and announced by a combination of on-site registered voting and online voting, and after the voting is over, the votes will be scrutinized in accordance with the procedures stipulated in the articles of association of the company, and the voting results will be announced on the spot. The first and second proposals of the general meeting of shareholders are special resolutions, which have been approved by more than two-thirds of the total number of valid voting shares present at the meeting. The number of votes deliberated and passed by the general meeting of shareholders is in accordance with the provisions of the Articles of Association, and its voting procedures and voting results are in line with the relevant laws and regulations and the provisions of the Articles of Association.

Our lawyers believe that the voting process, the exercise of voting rights, and the procedures for counting and scrutinizing votes at this general meeting of shareholders are in accordance with the provisions of the Articles of Association. The voting procedures and voting results of the company's general meeting of shareholders 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 relevant provisions of the Securities Law, the Company Law, the Rules of the General Meeting of Shareholders and the Articles of Association

The qualifications of the members are legal and valid, the qualifications of the convener are legal and valid, the voting procedures and voting results are legal and valid, and the resolutions formed by the general meeting of shareholders are legal and valid.

This legal opinion was issued by Grandall Law Firm (Shanghai) on April 16, 2025, and the handling lawyers are Mr. Wang Wei and Mr. Gong Liwen.

There are three originals of this legal opinion and no copies.