Summary of Legal Opinion on Luxiao Technology Co., Ltd. Shareholders' Meeting Core Viewpoint The legal opinion confirms that the procedures for convening and holding the third extraordinary shareholders' meeting of Luxiao Technology Co., Ltd. in 2025 comply with relevant laws and regulations, ensuring the legitimacy and effectiveness of the meeting and its resolutions. Group 1: Meeting Procedures - The board of directors publicly disclosed the notice for the third extraordinary shareholders' meeting on August 14, 2025, detailing the meeting's agenda, time, location, and voting methods [5][6]. - The meeting was held on August 29, 2025, at 14:30, presided over by a board member [6][7]. - The meeting utilized both on-site and online voting methods, with clear instructions provided in the notice [5][6]. Group 2: Attendance and Qualifications - A total of 1,108 attendees (representing 1,109 shareholders) participated, holding 174,883,525 shares, which accounted for 9.1602% of the total voting shares [7][8]. - The attendees included shareholders, board members, supervisors, senior management, and the witnessing lawyer [7][8]. Group 3: Voting Procedures and Results - The meeting reviewed several proposals, including the issuance of H shares and related governance documents [9][10]. - Voting was conducted through both on-site and online methods, with results announced immediately after the counting process [10][11]. - All proposals were approved, with significant support from minority investors, indicating a strong consensus [25][26].

General Principles - The company establishes a decision-making system for external guarantees to protect investors' rights and ensure financial safety, in accordance with relevant laws and regulations [1][2] - External guarantees are managed uniformly by the company, requiring board or shareholder approval for any guarantee contracts [2][3] Types of Guarantees - Guarantees include various forms such as loan guarantees, bank acceptance bills, and commercial acceptance bills [2] - The company requires counterparties to provide counter-guarantees, which can include mortgages or pledges [3] Approval and Disclosure - The financial department is responsible for managing guarantee contracts, requiring applications and documentation from the parties seeking guarantees [4][5] - Guarantees exceeding certain thresholds, such as 10% of the latest audited net assets, must be approved by the board and shareholders [5][6] Risk Management - The company must continuously monitor the financial status and repayment ability of the guaranteed parties, taking action if significant deterioration occurs [8][11] - In cases of default or bankruptcy of the guaranteed party, the company must initiate recovery procedures and inform the board [11][12] Contractual Obligations - Guarantee contracts must clearly outline the principal debt, obligations, and rights of all parties involved [9][10] - Any modifications or extensions to guarantee contracts must follow the original approval process [10][11] Responsibilities and Compliance - The board is responsible for regularly reviewing the company's guarantee activities and addressing any violations promptly [14] - Individuals who violate laws or company policies regarding guarantees may face disciplinary actions [14]

Core Points - Roshow Technology Co., Ltd. is a joint-stock company established in accordance with the Company Law of the People's Republic of China, focusing on high-tech industries and product innovation [1][2][4] - The company was approved by the China Securities Regulatory Commission for its initial public offering of 30 million shares on September 20, 2011, and is listed on the Shenzhen Stock Exchange [2][3] - The company aims to create maximum benefits for shareholders while serving society through its business operations [4][5] Chapter Summaries Chapter 1: General Provisions - The articles of association serve to protect the legal rights of the company, shareholders, employees, and creditors, and to regulate the company's organization and behavior [1][4] - The company is established as a permanent joint-stock company with a registered capital of RMB【】 [3][4] Chapter 2: Business Objectives and Scope - The company's business objectives include investment, innovation, and production in high-tech industries, aiming for international advanced levels [4][5] - The business scope includes manufacturing wires and cables, power generation, and various technical services [5][7] Chapter 3: Shares - The company's shares are issued in the form of stocks, with equal rights for each share of the same category [8][9] - The company has issued a total of 800 million shares, with specific holdings by major shareholders [9] Chapter 4: Shareholders and Shareholder Meetings - Shareholders have rights to dividends, voting, and supervision of the company's operations [20][21] - The company must hold annual and temporary shareholder meetings, with specific procedures for calling and conducting these meetings [29][30] Chapter 5: Board of Directors - The board of directors is responsible for managing the company's affairs and must act in the best interests of the company and its shareholders [21][22] - Directors are required to disclose any conflicts of interest and must adhere to legal and regulatory requirements [25][26] Chapter 6: Senior Management - Senior management includes the general manager, deputy general managers, and financial officers, who are responsible for the company's daily operations [4][6] Chapter 7: Supervisory Board - The supervisory board oversees the board of directors and senior management, ensuring compliance with laws and regulations [4][6] Chapter 8: Financial Accounting System - The company must establish a financial accounting system and undergo regular audits to ensure transparency and accountability [4][6] Chapter 9: Notices and Announcements - The company is required to issue notices and announcements in accordance with legal and regulatory requirements [4][6] Chapter 10: Mergers, Divisions, and Liquidation - The company must follow legal procedures for mergers, divisions, capital increases, and reductions, as well as for liquidation [4][6] Chapter 11: Amendments to Articles - Amendments to the articles of association must be approved by the shareholders in accordance with legal requirements [4][6] Chapter 12: Supplementary Provisions - The articles of association serve as a binding legal document for the company, shareholders, directors, supervisors, and senior management [4][6]

国浩律师（杭州）事务所 关 于 露笑科技股份有限公司 法律意见书 杭州市老复兴路白塔公园 B 区 2 号、15 号楼（国浩律师 楼） 邮编：310008 Grandall Building, No.2＆No.15, Block B, Baita Park, Old Fuxing Road, Hangzhou, Zhejiang, 310008, China 电话：0571-81676827 传真：0571-85775643 网址/Website: http://www.grandall.com.cn 二〇二五年六月 国浩律师（杭州）事务所 法律意见书 国浩律师（杭州）事务所 关 于 露笑科技股份有限公司 法律意见书 致：露笑科技股份有限公司 国浩律师（杭州）事务所（以下简称"本所"）接受露笑科技股份有限公司 （以下简称"公司"）委托，指派律师出席公司 2025 年第二次临时股东大会（以 下简称"本次股东大会"），并依据《中华人民共和国公司法》（以下简称"《公 司法》"）、《中华人民共和国证券法》（以下简称"《证券法》"）、中国证 券监督管理委员会（以下简称"中国证监会"）发布的《上市公司股东会规则》 （以下简 ...