Jiangsu Century Tongren Law Firm
Legal Opinion on the Expiration and Termination of the Acting-in-Concert Agreement and Change of Controlling Shareholder and Actual Controller of Suzhou Tianlu Optical Technology Co., Ltd.
Ref: Su Tong Lv Zheng Zi (2026) No. [209]
To: Suzhou Tianlu Optical Technology Co., Ltd.
In accordance with the Civil Code of the People's Republic of China, the Company Law of the People's Republic of China, the Securities Law of the People's Republic of China, the Administrative Measures for the Takeover of Listed Companies, and other relevant laws, regulations, and normative documents, this firm was engaged by Suzhou Tianlu Optical Technology Co., Ltd. (hereinafter referred to as "Tianlu Technology" or the "Company") to conduct a special verification and issue this legal opinion regarding the expiration and termination of the acting-in-concert agreement (hereinafter referred to as the "Termination") and the subsequent change of the controlling shareholder and actual controller (hereinafter referred to as the "Change").
I. Establishment and Termination of the Acting-in-Concert Relationship
(I) Establishment of the Acting-in-Concert Relationship
To ensure effective control and stable operation of the Company, the Company's controlling shareholders and actual controllers, Mr. Mei Tan and Mr. Chen Ling, signed the "Acting-in-Concert Agreement" and the "Supplementary Agreement to the Acting-in-Concert Agreement" on August 19, 2016, and January 12, 2021, respectively. The "Acting-in-Concert Agreement" stipulated that "when the parties cannot reach a consensus on major decision-making matters of the Company before exercising director/shareholder rights, the opinion of Mei Tan shall prevail, and they shall act in concert." The agreement was valid until June 30, 2026. Tianlu Technology was listed on the ChiNext board of the Shenzhen Stock Exchange on August 13, 2021, and by June 30, 2026, the 36-month period had expired.
(II) Termination of the Acting-in-Concert Relationship
Following friendly consultations, Mr. Mei Tan and Mr. Chen Ling decided not to renew the "Acting-in-Concert Agreement" and its supplementary agreement. They issued a "Notice Letter Regarding the Non-renewal of the Acting-in-Concert Agreement upon Expiration" to the Company on June 29, 2026. The acting-in-concert relationship between the two parties automatically terminated on July 1, 2026, following the expiration of the agreement on June 30, 2026.