Shenzhen MGI Technology Co., Ltd

Review Opinions of the Fourth Special Meeting of Independent Directors of the Second Board of Directors in 2024

As an independent director of Shenzhen MGI Technology Co., Ltd. (hereinafter referred to as the "Company"), we comply with the Company Law of the People's Republic of China, the Securities Law of the People's Republic of China, the Measures for the Administration of Independent Directors of Listed Companies, the Rules for the Listing of Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange, the Self-Regulatory Guidelines for Listed Companies on the Science and Technology Innovation Board of the Shanghai Stock Exchange No. 1 - Standardized Operation, the business rules of the Shanghai Stock Exchange, the Articles of Association and the Working System for Independent Directorsand other relevant provisions of the company's internal system, convened the fourth special meeting of independent directors of the second board of directors in 2024, based on the position of independent judgment, after carefully reviewing the relevant documents of the "Proposal on Increasing the Construction Amount of Cooperation with Related Parties and Related Party Transactions" and "Proposal on the Adjustment of the Quota of Daily Related Party Transactions in 2024", after careful analysis, the following review opinions were issued:

1. Review opinions on increasing the amount of cooperation with related parties and related party transactions

The investment of the company in cooperation with related parties is to meet the company's future development needs for business land, enhance the company's sustainable development ability, help the company optimize resource allocation, and conform to the company's long-term development plan. The expenses of land renewal, decoration, equipment purchase and installation, and engineering construction shall be settled independently by the company and the supplier in accordance with the manner agreed in the contract, and the company and related parties shall not have direct capital exchanges, and shall not involve the collection and payment of the company to the related parties, or the occupation of resources, funds or assets by the related parties. There is no harm to the interests of the company and shareholders, and there will be no greater dependence on related parties. We unanimously agreed to submit the proposal to the Board of Directors for deliberation, and the affiliated directors shall abstain from voting when considering this proposal.

II. Review Opinions on the Adjustment of the Quota for Routine Related Party Transactions in 2024

The Company's adjustment of the daily related party transaction quota in 2024 is in line with the actual needs of the Company's daily business operations, and the adjustment is based on the fact that the Company and its subsidiaries have adjusted the business volume with some related party enterprises, and the transaction matters are carried out in accordance with the pricing principle of market price on the basis of equal consultation between related parties, which follows the general commercial principles, and the transaction pricing is fair, and there is no harm to the interests of the Company and shareholders, especially the interests of small and medium-sized shareholders. We unanimously agreed to submit the proposal to the Board of Directors for deliberation, and the affiliated directors shall abstain from voting when considering this proposal.

Independent directors: Li Zheng, Xu Huaibin, Yang Xiangliang, Sun Jian

October 31, 2024