AllBright Law Offices Legal Opinion on Suzhou Shimei Technology Co., Ltd.'s 2024 Issuance of Shares to Specific Targets

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Postal Code: 200120

Table of Contents

1. Declarations

2. Definitions

3. Main Text

• I. Approval and Authorization of the Issuance

• II. Issuer's Eligibility for the Issuance

• III. Substantive Conditions for the Issuance

• IV. Independence of the Issuer

• V. Major Shareholders and Actual Controllers of the Issuer

• VI. Share Capital and Changes

• VII. Business of the Issuer

• VIII. Related Party Transactions and Competition

• IX. Major Assets of the Issuer

• X. Major Creditor's Rights and Debts

• XI. Major Asset Changes, Acquisitions, and Mergers

• XII. Formulation and Amendment of Articles of Association

• XIII. Rules of Procedure and Standardized Operation of Shareholders' Meeting, Board of Directors, and Board of Supervisors

• XIV. Directors, Supervisors, and Senior Management and Their Changes

• XV. Taxation

• XVI. Environmental Protection, Product Quality, and Technical Standards

• XVII. Use of Proceeds

• XVIII. Business Development Objectives

• XIX. Litigation, Arbitration, or Administrative Penalties

• XX. Evaluation of Legal Risks in the Prospectus

• XXI. Other Matters

• XXII. Conclusion

Legal Opinion

To: Suzhou Shimei Technology Co., Ltd.

AllBright Law Offices (hereinafter referred to as "this Firm") was engaged by Suzhou Shimei Technology Co., Ltd. (hereinafter referred to as the "Issuer," "Company," or "Shimei Technology") to serve as the special legal counsel for the Company's 2024 issuance of shares to specific targets (hereinafter referred to as the "Issuance").

This legal opinion is issued in accordance with the Securities Law of the People's Republic of China, the Company Law of the People's Republic of China, and the Administrative Measures for the Registration of Securities Issuance by Listed Companies.

Declarations

1. This Firm and its attorneys have performed their duties in accordance with the Securities Law, the Administrative Measures for Law Firms Engaging in Securities Legal Business, and other relevant regulations. We have conducted thorough verification to ensure the facts stated in this legal opinion are true, accurate, and complete, and that our conclusions are legal and accurate.

2. This Firm and its attorneys provide opinions only on legal matters related to the Issuance and do not express opinions on accounting, auditing, asset valuation, internal control, or profit forecasting.

3. The determination of whether certain events are legal and valid is based on the laws, regulations, and normative documents applicable at the time those events occurred.

4. The issuance of this legal opinion is based on the following guarantees provided by the Issuer:

(1) The Issuer has provided all original, duplicate, and copied materials, confirmation letters, or certificates requested by this Firm.

(2) The documents and materials provided are true, accurate, complete, and effective, with no concealment or major omissions.

1. For facts critical to this legal opinion that cannot be supported by independent evidence, this Firm has relied on certificates issued by relevant government authorities, the Issuer, or other relevant units.

2. This Firm agrees to include this legal opinion and the "Attorney's Work Report" as essential legal documents for the Issuance to be submitted along with other materials.

3. This Firm agrees that the Issuer may cite this legal opinion in the "Prospectus" as required by the China Securities Regulatory Commission (CSRC) and the Shenzhen Stock Exchange, provided that such citation does not lead to legal ambiguity or misinterpretation.

4. This legal opinion is for the sole purpose of the Issuance and shall not be used for any other purpose without the written consent of this Firm.

Definitions