Supplementary Legal Opinion (No. 2) from Fujian Zhili Law Firm Regarding Xiamen Yingqu Technology Co., Ltd.'s Application for Private Placement of RMB Ordinary Shares (A Shares)
Fujian Zhili Law Firm
Address: 22nd Floor, TB# Office Building, China Resources MixC Phase III, Hongshan Garden Road, Gulou District, Fuzhou City, Fujian Province
Postal Code: 350025
Phone: (86 591) 8806 5558
Fax: (86 591) 8806 8008
Website: http://www.zenithlawyer.com
Legal Opinion No. [2026] 2025230-02
To: Xiamen Yingqu Technology Co., Ltd.
According to the "Securities Legal Business Entrustment Agreement" signed between Xiamen Yingqu Technology Co., Ltd. (hereinafter referred to as the issuer, company, listed company, or Yingqu Technology) and Fujian Zhili Law Firm (hereinafter referred to as our firm), our firm has accepted the issuer's entrustment and appointed lawyers Wei Xiahong, Chen Xiaohua, and Liu Zhaoyi (hereinafter referred to as our lawyers) to act as special legal advisors for the issuer's private placement of RMB ordinary shares (A Shares) (hereinafter referred to as this issuance). Our firm has previously issued Legal Opinion No. [2025] 230 and the Lawyer's Work Report, as well as Supplementary Legal Opinion No. [2026] 2025230-01.
Due to changes in certain legal matters related to this issuance following the audit of the issuer's financial statements for the year 2025 by Rongcheng Accounting Firm (Special General Partnership) (hereinafter referred to as Rongcheng Accounting Firm), and in accordance with the relevant regulations issued by the China Securities Regulatory Commission (hereinafter referred to as CSRC), including the "Rules for the Compilation and Reporting of Information Disclosure by Publicly Issuing Securities Companies No. 12 - Legal Opinions and Lawyer's Work Reports for Public Issuance of Securities" (CSRC Announcement [2001] No. 37), our firm hereby issues this Supplementary Legal Opinion (No. 2) regarding Xiamen Yingqu Technology Co., Ltd.'s application for a private placement of RMB ordinary shares (A Shares) (hereinafter referred to as this supplementary legal opinion).
This supplementary legal opinion serves as a supplement to the "Legal Opinion" and "Supplementary Legal Opinion (No. 1)", and in case of any inconsistencies, this supplementary legal opinion shall prevail; for matters not covered in this supplementary legal opinion, the "Legal Opinion" and "Supplementary Legal Opinion (No. 1)" shall apply. In this supplementary legal opinion, unless otherwise specified, the abbreviations, terms, and definitions used have the same meanings as those in the "Legal Opinion", and the matters declared by our firm in the "Legal Opinion" apply to this supplementary legal opinion.
Changes in Legal Matters Related to This Issuance
- Adjustment of the Issuance Plan, Procedures, and Their Impact
(1) Adjustment of the Issuance Plan
According to the provisions of the "Company Law", "Securities Law", and the "Administrative Measures for the Registration of Securities Issuance by Listed Companies (2025 Revision)" (CSRC Order No. 227), combined with the issuer's current operating conditions and funding situation for the next three years, the total amount of funds raised in this issuance has been adjusted from no more than RMB 80 million (including the amount) to no more than RMB 77.69 million (including the amount), and the proposed investment amount for the R&D center upgrade project has been correspondingly reduced. Other contents of the issuance plan remain unchanged. The allocation of the raised funds before and after the adjustment is as follows.
Before Adjustment: The total amount of funds raised in this issuance was no more than RMB 80 million (including the amount), and the net amount after deducting issuance expenses would be used for the following projects: