Beijing Deheng Law Offices
Legal Opinion on the 2025 Annual General Meeting of Ningbo Xingyuan Zhuomei Technology Co., Ltd.
Deheng Ref: 01G20260058
To: Ningbo Xingyuan Zhuomei Technology Co., Ltd.
Entrusted by Ningbo Xingyuan Zhuomei Technology Co., Ltd. (hereinafter referred to as "Xingyuan Zhuomei" or "the Company") and assigned by Beijing Deheng Law Offices (hereinafter referred to as "the Firm"), the Firm's lawyers hereby issue a legal opinion for Xingyuan Zhuomei's 2025 Annual General Meeting.
In accordance with the requirements of the "Securities Law of the People's Republic of China" (hereinafter referred to as the "Securities Law"), the "Company Law of the People's Republic of China" (hereinafter referred to as the "Company Law"), the "Administrative Measures for Securities Legal Business of Law Firms," the "Practice Rules for Securities Legal Business of Law Firms" (Trial), and other laws, regulations, and normative documents, as well as the relevant provisions of the Articles of Association of Ningbo Xingyuan Zhuomei Technology Co., Ltd. (hereinafter referred to as the "Articles of Association"), the Firm's lawyers have conducted on-site verification of the legality of important matters such as the convocation and holding procedures, qualifications of attendees, convener qualifications, proposal review, voting methods, voting procedures, and voting results of this shareholders' meeting. Herein, the Firm's lawyers, in accordance with the universally recognized business standards, ethical norms, and diligent and conscientious spirit of the legal profession, express the following legal opinions:
I. Convocation and Holding Procedures of this Shareholders' Meeting
The 2025 Annual General Meeting of Xingyuan Zhuomei was convened by a resolution of the 20th meeting of the third board of directors. On April 29, 2026, an announcement titled "Notice on Convening the 2025 Annual General Meeting of Shareholders" (hereinafter referred to as the "Notice") was published in China Securities Journal, Securities Times, Shanghai Securities News, Securities Daily, and Juchao Information Network (http://www.cninfo.com.cn). This "Notice" specified the time, place, and content of the meeting.
(I) Convener of the Meeting: The Company's Board of Directors
(II) Method of Holding the Meeting: A combination of on-site registered voting and online voting.
(III) Time and Place of On-site Meeting: The shareholders' meeting was held on May 19, 2026, at 14:30 PM in the high-level conference room on the fourth floor, No. 139 Yingluohe Road, Daqi Street, Beilun District, Ningbo City, Zhejiang Province.
(IV) Time for Online Voting:
- The time for online voting through the Shenzhen Stock Exchange trading system was from 9:15-9:25 AM, 9:30-11:30 AM, and 1:00 PM-3:00 PM on May 19, 2026.
- The time for online voting through the Shenzhen Stock Exchange internet voting system (http://wltp.cninfo.com.cn) was any time between 9:15 AM and 3:00 PM on May 19, 2026.
Upon verification, the convocation and holding procedures of this shareholders' meeting comply with the requirements of the "Company Law" and other relevant laws, regulations, and normative documents, and are in accordance with the relevant provisions of the "Articles of Association."
II. Qualifications of Attendees for this Shareholders' Meeting
According to the "Notice," the individuals entitled to attend this shareholders' meeting were the Company's shareholders or their authorized representatives, directors and senior management of the Company, and the Firm's lawyers appointed to witness the meeting, as registered with the Shenzhen Branch of China Securities Depository and Clearing Corporation Limited as of the closing of trading on May 13, 2026.
(I) There were 3 shareholders or their authorized representatives attending the on-site meeting, representing 74,781,000 shares with voting rights, accounting for 66.7687% of the total voting shares of the Company. Shareholders provided relevant shareholding certificates, and authorized representatives provided powers of attorney. Upon review, the shareholders attending the on-site meeting possessed the corresponding qualifications, which comply with the requirements of the "Company Law" and other relevant laws, regulations, and normative documents, and are in accordance with the relevant provisions of the "Articles of Association."