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Legal Opinion of Guangdong Sundial Law Firm on the Initial Public Offering and Main Board Listing of Shenzhen Jialichuang Technology Group Co., Ltd.
Sundial Legal Opinion (2023) No. 011-17
To: Shenzhen Jialichuang Technology Group Co., Ltd.
Guangdong Sundial Law Firm (hereinafter referred to as "Sundial") was engaged by the Company to serve as the special legal counsel for the Company's initial public offering of RMB-denominated ordinary shares and its listing on the Main Board of the Shenzhen Stock Exchange.
Sundial has issued this legal opinion in accordance with the Company Law, the Securities Law, the Administrative Measures for the Registration of Initial Public Offerings of Shares, and other relevant laws, regulations, and normative documents, following professional standards, ethical codes, and the spirit of diligence.
Unless otherwise defined or explained in the context, the matters declared and abbreviations used by Sundial lawyers in the aforementioned lawyer's work reports and legal opinions remain applicable to this Legal Opinion.
Sundial lawyers consent to this Legal Opinion being submitted as a required statutory document for the Company's application for issuance and listing, and assume legal responsibility for this Legal Opinion. This Legal Opinion is intended solely for the purpose of the Issuer's issuance and listing and shall not be used for any other purpose.
Based on the above, Sundial lawyers, in accordance with relevant laws and regulations and following professional standards, ethical codes, and the spirit of diligence, hereby issue the following legal opinion:
I. Approval and Authorization of the Issuance and Listing
(I) Approvals and Authorizations Obtained by the Issuer
The Issuer held the third meeting of the first Board of Directors on May 30, 2023, and the 2022 Annual General Meeting on June 20, 2023, where it reviewed and approved the "Proposal on the Company's Application for Initial Public Offering of RMB-denominated Ordinary Shares and Listing," the "Proposal on the Investment Projects Funded by the Proceeds of the Initial Public Offering of RMB-denominated Ordinary Shares and the Feasibility Study Report," and other proposals related to this issuance and listing.
The Issuer held the sixth meeting of the first Board of Directors on January 15, 2024, and the first Extraordinary General Meeting of 2024 on January 31, 2024, where it reviewed and approved the "Proposal on Reducing the Total Proceeds from the Company's Initial Public Offering of RMB-denominated Ordinary Shares," the "Proposal on the Analysis of the Dilution of Immediate Returns by the Initial Public Offering and Countermeasures," and other proposals related to the reduction of proceeds.
The Issuer held the twelfth meeting of the first Board of Directors on May 8, 2025, and the 2024 Annual General Meeting on May 30, 2025, where it reviewed and approved the "Proposal on Extending the Validity Period of the General Meeting Resolution on the Company's Application for Initial Public Offering of RMB-denominated Ordinary Shares and Listing," and the "Proposal on Requesting the General Meeting to Extend the Authorization to the Board of Directors to Fully Handle Matters Related to the Initial Public Offering of RMB-denominated Ordinary Shares and Listing," extending the validity period of the resolutions and the authorization to the Board of Directors until June 19, 2027.
(II) Review and Registration by Securities Regulatory Authorities
The Listing Committee of the Shenzhen Stock Exchange held its 22nd meeting in 2026 and determined that the Issuer meets the issuance conditions, listing conditions, and information disclosure requirements.
The China Securities Regulatory Commission (CSRC) issued the "Reply on Agreeing to the Registration of the Initial Public Offering of Shares of Shenzhen Jialichuang Technology Group Co., Ltd." (Zheng Jian Xu Ke [2026] No. 1306), approving the Issuer's registration application for the initial public offering.