Shanghai Fangda (Shenzhen) Law Firm

About Shanghai Yirui Optical Electronic Technology Co., Ltd.

2022 Annual General Meeting of Shareholders

Legal Opinion

7 April 2023

To: Shanghai Yiluiguang Electronic Technology Co., Ltd.

Shanghai Fangda (Shenzhen) Law Firm (hereinafter referred to as "the Firm") accepted the entrustment of Shanghai Yiluiguang Electronic Technology Co., Ltd. (hereinafter referred to as "Yilui Technology" or "Company") and appointed lawyers to attend Yilui Technology 2022 Annual General Meeting of Shareholders (hereinafter referred to as "This General Meeting of Shareholders"), and issue this legal opinion on matters related to the convening and convening procedures of this general meeting of shareholders, the qualifications of those attending and convening the meeting, voting procedures and voting results.

This legal opinion is issued in accordance with the the People's Republic of China Company Law, the the People's Republic of China Securities Law, the rules of shareholders' meeting of listed companies and other relevant laws, regulations, rules and normative documents (hereinafter referred to as "laws and regulations") and the articles of Association of Shanghai Yiluiguang Electronic Technology Co., Ltd. (hereinafter referred to as "articles of Association").

This legal opinion only comments on the convening and convening procedures of this general meeting of shareholders, the participants, whether the voting procedures comply with relevant laws and regulations and the provisions of the Articles of Association, and whether the voting results are legal and effective. (For this legal opinion, it does not include Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan) countries or regions other than the law express any opinions.

In accordance with the provisions of the the People's Republic of China Securities Law, the measures for the Administration of Law firms engaging in Securities legal Business, the rules for the practice of Securities legal Business of Law firms (for trial implementation) and the facts that have occurred or existed before the date of issuance of this legal opinion, the firm and the lawyers in charge have strictly performed their legal duties and followed the principles of diligence, due diligence and good faith. Full verification and verification have been carried out, ensure that the facts identified in this legal opinion are true, accurate and complete, that the concluding opinions issued are legal and accurate, and that there are no false records, misleading statements or material omissions, and bear the corresponding legal responsibility.

This legal opinion is only for the use of Yirui Technology for the purpose of this shareholders' meeting. This legal opinion may not be made available to any third party, or relied upon by any third party, or used for any other purpose without the prior written consent of the Firm. Our lawyers agree to announce this legal opinion with the resolution of the general meeting of shareholders in accordance with relevant laws and regulations.

In accordance with the requirements of relevant laws and regulations, and in accordance with the recognized business standards, ethics and diligence of the Chinese lawyer industry, our lawyers have issued legal opinions on the subject matters as follows:

1. on procedures for convening and holding general meetings of shareholders

The Board of Directors of the Company has announced the "Shanghai Yirui" on the website of the Shanghai Stock Exchange on March 17, 2023.

Notice of Optoelectronics Technology Co., Ltd. on the convening of the 2022 Annual General Meeting of Shareholders (hereinafter referred to as the "Meeting Notice").

The board of directors of the company has stated in the notice of the meeting the time, place and equity registration date of the general meeting of shareholders, and listed in the notice of the meeting the proposals to be submitted to the general meeting of shareholders for deliberation.

The general meeting of shareholders to take a combination of on-site voting and online voting. of this shareholders' meeting

The on-site meeting will be held at 14:30 p. m. on April 7, 2023 at building 45, 1000 jinhai road, Pudong new area, Shanghai.

The conference room on the first floor of Haiyi Ruiguang Electronic Technology Co., Ltd. was held. The shareholders' meeting conducted online voting through the voting platform of the trading system of the Shanghai Stock Exchange and the Internet voting platform.

The specific time for online voting by the voting platform of the trading system is 9:15-9:25 on April 7, 2023,

9:30-11:30,13:00-15:00; Online voting tools through the online voting platform of Shanghai Stock Exchange

The body time is from 9:15 to 15:00 on April 7, 2023. Shareholders can vote through Shanghai during online voting hours.

The voting platform of the stock exchange trading system or the Internet voting platform votes to exercise the right to vote.

According to the verification of our lawyers, the time, method and place of the general meeting of shareholders are in line with the contents of the notice of the meeting, and the announcement date of the notice of the general meeting of shareholders has reached 20 days from the date of the general meeting of shareholders, which is in line with the provisions of laws and regulations and the articles of association of the company.

In summary, our lawyers believe that the convening and convening procedures of this general meeting of shareholders are in compliance with laws and regulations, as well as the "Articles of Association.

2. on the qualifications of persons attending and convening general meetings

1. Shareholders and entrusted agents attending the general meeting of shareholders

According to the statistical data and verification documents of the shareholders and shareholders' agents attending the on-site meeting of the general meeting of shareholders provided by the company, a total of 6 shareholders and shareholders' agents attended the on-site meeting of the general meeting of shareholders, representing a total of 22,984,258 shares with voting rights, accounting for 31.6189 of the total number of voting shares of the company.

According to the online voting data provided by Shanghai Stock Exchange Information Network Co., Ltd., a total of 42 shareholders voted through the Shanghai Stock Exchange system voting platform and Internet voting platform, representing a total of 17,774,327 voting shares of the company, accounting for 24.4517 of the total number of voting shares of the company.

According to the online voting data and the combined statistical results of on-site voting, a total of 48 shareholders and shareholders' agents participated in the on-site and online voting of this shareholders' meeting, representing a total of 40,758,585 voting shares of the company, accounting for 56.0706 of the total voting shares of the company.

The general situation of minority shareholders attending is as follows:

Small and medium-sized shareholders participate in the voting of the general meeting of shareholders through on-site and/or online voting. Among them, a total of 3 small and medium shareholders participated in the voting of this general meeting of shareholders through on-site methods, and the number of voting shares representing the company totaled 1,525,343 shares, accounting for 2.0984 of the company's total voting shares; according to the Shanghai Stock Exchange Information Network Co., Ltd. Online voting data, a total of 39 small and medium shareholders voted through the Shanghai Stock Exchange system voting platform and the Internet voting platform, the total number of voting shares representing the Company is 9,609,330, representing 13.2193 per cent of the total number of voting shares of the Company. In summary, a total of 42 small and medium shareholders participated in the voting of this general meeting of shareholders by on-site and/or online voting, representing a total of 11,134,673 voting shares of the company, accounting for 15.3177 of the company's total voting shares.

2. The convener of the general meeting of shareholders

According to the disclosure of the notice of the meeting, the convener of the shareholders' meeting is the board of directors of the company.

After verification by our lawyers, the qualifications of shareholders (including shareholders' agents) attending the on-site meeting of this general meeting of shareholders comply with relevant laws and regulations and the "Articles of Association. The convener of the general meeting of shareholders is the board of directors of the company. According to the provisions of laws and regulations and the articles of association, the board of directors of the company has the right to convene the general meeting of shareholders.

To sum up, our lawyers believe that the qualifications of the personnel attending this shareholders' meeting are legal and effective, and the qualifications of the convener of this shareholders' meeting are legal and effective.

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

After verification by our lawyers, the shareholders' meeting considered the following motions:

1 Proposal on the 2022 Work Report of the Board of Directors of the Company

Voting result: 40,758,585 shares are agreed, accounting for 100 of the effective voting shares of all shareholders or shareholders' proxies attending the general meeting; 0 shares are opposed, accounting for 0% of the effective voting shares of all shareholders or shareholders' proxies attending the general meeting; 0 shares are abstentions, accounting for 0% of the effective voting shares of all shareholders or shareholders' proxies attending the general meeting.

Shareholders abstain from voting: this motion does not involve the need to abstain from voting.

2 Proposal on the 2022 Work Report of the Board of Supervisors of the Company

Voting result: 40,758,585 shares are agreed, accounting for 100 of the effective voting shares of all shareholders or shareholders' proxies attending the general meeting; 0 shares are opposed, accounting for 0% of the effective voting shares of all shareholders or shareholders' proxies attending the general meeting; 0 shares are abstentions, accounting for 0% of the effective voting shares of all shareholders or shareholders' proxies attending the general meeting.

Shareholders abstain from voting: this motion does not involve the need to abstain from voting.

3 Proposal on the Company's 2022 Financial Final Accounts Report

Voting result: 40,758,585 shares are agreed, accounting for 100 of the effective voting shares of all shareholders or shareholders' proxies attending the general meeting; 0 shares are opposed, accounting for 0% of the effective voting shares of all shareholders or shareholders' proxies attending the general meeting; 0 shares are abstentions, accounting for 0% of the effective voting shares of all shareholders or shareholders' proxies attending the general meeting.

Shareholders abstain from voting: this motion does not involve the need to abstain from voting.

4 Proposal on the Company's 2022 Annual Report and Summary

Voting result: 40,758,585 shares are agreed, accounting for 100 of the effective voting shares of all shareholders or shareholders' proxies attending the general meeting; 0 shares are opposed, accounting for 0% of the effective voting shares of all shareholders or shareholders' proxies attending the general meeting; 0 shares are abstentions, accounting for 0% of the effective voting shares of all shareholders or shareholders' proxies attending the general meeting.

Shareholders abstain from voting: this motion does not involve the need to abstain from voting.

5 Motion on the previous report on the use of funds raised.

Voting result: 40,758,585 shares, accounting for 100 of the effective voting shares of all shareholders or proxies attending the general meeting; 0 shares, accounting for all shareholders attending the general meeting

0% of the number of valid voting shares represented by shareholders or proxies of shareholders; 0 shares, representing 0% of the number of valid voting shares represented by all shareholders or proxies present at this general meeting of shareholders. Among them, the small and medium-sized shareholders agree to 11,134,673 shares, accounting for 100 of the effective voting shares of the small and medium-sized shareholders or their proxies attending the general meeting; the opposition is 0 shares, accounting for 0% of the effective voting shares of the small and medium-sized shareholders or their proxies attending the general meeting; the abstention is 0 shares, accounting for 0% of the effective voting shares of the small and medium-sized shareholders or their proxies attending the general meeting.

Shareholders abstain from voting: this motion does not involve the need to abstain from voting.

6 Proposal on the 2022 annual profit distribution and capital reserve conversion plan.

Voting result: 40,758,585 shares, accounting for 100 of the effective voting shares of all shareholders or shareholders' proxies attending the general meeting; 0 shares, accounting for 0% of the effective voting shares of all shareholders or shareholders' proxies attending the general meeting; abstention is0 shares, representing 0% of the number of valid voting shares of all shareholders or proxies present at this general meeting. Among them, the small and medium-sized shareholders agree to 11,134,673 shares, accounting for 100 of the effective voting shares of the small and medium-sized shareholders or their proxies attending the general meeting; the opposition is 0 shares, accounting for 0% of the effective voting shares of the small and medium-sized shareholders or their proxies attending the general meeting; the abstention is 0 shares, accounting for 0% of the effective voting shares of the small and medium-sized shareholders or their proxies attending the general meeting.

Shareholders abstain from voting: this motion does not involve the need to abstain from voting.

7 Proposal on Appointment of Financial Audit Institutions and Internal Control Audit Institutions for 2023

Voting result: 40,756,515 shares are agreed, accounting for 99.9949 of the effective voting shares of all shareholders or shareholders' proxies attending the general meeting; 2,070 shares are opposed, accounting for 0.0051 of the effective voting shares of all shareholders or shareholders' proxies attending the general meeting; 0 shares are abstentions, accounting for 0% of the effective voting shares of all shareholders or shareholders' proxies attending the general meeting. Among them, the small and medium shareholders agree to 11,132,603 shares, accounting for 99.9814 of the effective voting shares of the small and medium shareholders or their proxies attending the general meeting; the opposition is 2,070 shares, accounting for 0.0186 of the effective voting shares of the small and medium shareholders or their proxies attending the general meeting; the abstention is 0 shares, accounting for 0% of the effective voting shares of the small and medium shareholders or their proxies attending the general meeting.

Shareholders abstain from voting: this motion does not involve the need to abstain from voting.

8 Proposal on the Company's Director's Remuneration for the Year 2023

Voting result: 40,758,585 shares are agreed, accounting for 100 of the effective voting shares of all shareholders or shareholders' proxies attending the general meeting; 0 shares are opposed, accounting for 0% of the effective voting shares of all shareholders or shareholders' proxies attending the general meeting; 0 shares are abstentions, accounting for 0% of the effective voting shares of all shareholders or shareholders' proxies attending the general meeting. Among them, the small and medium-sized shareholders agree to 11,134,673 shares, accounting for 100 of the effective voting shares of the small and medium-sized shareholders or their proxies attending the general meeting; the opposition is 0 shares, accounting for 0% of the effective voting shares of the small and medium-sized shareholders or their proxies attending the general meeting; the abstention is 0 shares, accounting for 0% of the effective voting shares of the small and medium-sized shareholders or their proxies attending the general meeting.

Shareholders abstain from voting: this motion does not involve the need to abstain from voting.

9 Proposal on the Remuneration of Supervisors of the Company in 2023

Voting result: 40,758,585 shares are agreed, accounting for 100 of the effective voting shares of all shareholders or shareholders' proxies attending the general meeting; 0 shares are opposed, accounting for 0% of the effective voting shares of all shareholders or shareholders' proxies attending the general meeting; 0 shares are abstentions, accounting for 0% of the effective voting shares of all shareholders or shareholders' proxies attending the general meeting.

Shareholders abstain from voting: this motion does not involve the need to abstain from voting.

After verification by our lawyers, this shareholders' meeting adopted a combination of on-site voting and online voting to vote on the above proposals. After counting the results of on-site voting and online voting, the above proposals were reviewed and approved by this shareholders' meeting.

In summary, our lawyers believe that the voting procedures and voting results of this general meeting of shareholders are in compliance with laws and regulations and the "Articles of Association", and the voting procedures and voting results of this general meeting of shareholders are legal and effective.

4. Conclusion

In summary, our lawyers believe that the convening and convening procedures of this general meeting of shareholders are in compliance with relevant laws and regulations and the provisions of the Articles of Association; the qualifications of the persons attending this general meeting of shareholders are legal and effective; the qualifications of the convener of this general meeting of shareholders are legal, Effective; the voting procedures and voting results of this general meeting of shareholders are legal and effective.

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