002230SZSE

Supplementary Legal Opinion from Anhui Tianhe Law Office on the Company's 2025 A-Share Issuance to Specific Targets (Exempt Version) (Revised Draft)

Iflytek Co., Ltd.·

✨ AI Summary

This supplementary legal opinion addresses the issuance of A-shares by Keda Xunfei Co., Ltd. to specific targets in 2025, with total fundraising not exceeding 400 million yuan. The funds will primarily support the Spark Education model and related projects. The opinion confirms compliance with relevant laws and regulations, ensuring that the issuance does not violate commitments regarding related party transactions.

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Full Translation

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Anhui Tianhe Law Office
Address: 16th Floor, East Building, Wealth Plaza B, 278 Suixi Road, Hefei City
Phone: (0551) 62642792
Fax: (0551) 62620450

Table of Contents

  1. Verification of Inquiry Letter Related Matters ............................................... 1
  2. Changes in Matters Related to the Issuer ......................................................... 15

Supplementary Legal Opinion

Anhui Tianhe Law Office on Keda Xunfei Co., Ltd.'s 2025 A-Share Issuance to Specific Targets
Tianlv Yi [2025] No. 02501-1

To: Keda Xunfei Co., Ltd.

According to the provisions of the Company Law, Securities Law, Management Measures, and other relevant laws, regulations, rules, and normative documents, Keda Xunfei has signed a "Special Legal Advisor Contract" with our office, entrusting our lawyers to participate in this issuance as special legal advisors. Our lawyers have issued the "Legal Opinion on Keda Xunfei Co., Ltd.'s 2025 A-Share Issuance to Specific Targets" (hereinafter referred to as the "Legal Opinion") and the "Lawyer's Work Report" (hereinafter referred to as the "Work Report"). In accordance with the Shenzhen Stock Exchange's "Inquiry Letter on Keda Xunfei Co., Ltd.'s Application for Issuing Shares to Specific Targets" (Inquiry Letter [2025] No. 120041, hereinafter referred to as the "Inquiry Letter"), and given that relevant circumstances of Keda Xunfei have changed, our lawyers have conducted supplementary verification of the relevant facts and issued this supplementary legal opinion. Except for the supplements or modifications made in this supplementary legal opinion, the contents of the previously issued Legal Opinion and Work Report remain valid. If our lawyers verify that the issuer's relevant circumstances are the same as those disclosed in the Legal Opinion and Work Report, and there are no supplements or modifications to our verification opinions, this supplementary legal opinion will not elaborate further. Unless otherwise specified, the abbreviations used in this supplementary legal opinion have the same meanings as those in the Legal Opinion and Work Report.

Commitment Statement

To issue this supplementary legal opinion, our lawyers make the following commitments:

  1. Our lawyers have strictly fulfilled their statutory duties in accordance with the Securities Law, the Management Measures for Law Firms Engaging in Securities Legal Business, and the Trial Implementation Rules for Law Firms' Securities Legal Business, and have conducted thorough verification and validation based on facts that have occurred or existed before the issuance date of this supplementary legal opinion, ensuring that the facts recognized in this supplementary legal opinion are true, accurate, and complete, and that the conclusions expressed are legal and accurate, with no false records, misleading statements, or significant omissions.
  2. Our lawyers agree to submit this supplementary legal opinion as a necessary legal document for Keda Xunfei's issuance, along with other materials, and are willing to bear corresponding legal responsibilities.
  3. Our lawyers agree that Keda Xunfei may partially or wholly cite the contents of this supplementary legal opinion as required by the Shenzhen Stock Exchange's review, but Keda Xunfei shall not cause legal ambiguities or misinterpretations due to such citations.
  4. For non-legal professional matters such as finance, auditing, and asset evaluation involved in this supplementary legal opinion, our lawyers primarily rely on the certification documents issued by auditing and asset evaluation institutions to express legal opinions. The references made by our office in this supplementary legal opinion to certain data and conclusions in accounting statements and reports do not imply any express or implied guarantee of the authenticity and accuracy of these data and conclusions.
  5. This supplementary legal opinion is only for Keda Xunfei's issuance purposes and shall not be used for any other purposes. Our lawyers have verified and validated the materials, documents, and legal issues involved in the facts that need to be provided or disclosed due to the issuance of this supplementary legal opinion in accordance with the requirements of Article 19 of the Securities Law, following recognized business standards, ethical norms, and the spirit of diligence and responsibility, and hereby issue the supplementary legal opinion as follows:

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