Legal Opinion of Guangdong Sundial Law Firm on the Adjustment and Initial Grant Matters of Shenzhen Demingli Technology Co., Ltd.'s 2026 Stock Option Incentive Plan
Guangdong Sundial Law Firm
To: Shenzhen Demingli Technology Co., Ltd.
Guangdong Sundial Law Firm, in accordance with the "Special Legal Advisor Engagement Agreement" signed with Shenzhen Demingli Technology Co., Ltd., has been entrusted by the Company to serve as the special legal advisor for the Company's 2026 Stock Option Incentive Plan.
In accordance with the "Company Law of the People's Republic of China," "Securities Law of the People's Republic of China," "Administrative Measures for Incentive Plans for Listed Companies," and "Shenzhen Stock Exchange Listed Company Self-Regulatory Supervision Guidelines No. 1 - Business Handling," and other relevant laws, regulations, and normative documents, as well as the "Articles of Association of Shenzhen Demingli Technology Co., Ltd.," and in accordance with the business standards, ethical norms, and diligent and responsible spirit recognized by the legal profession, Sundial hereby issues the "Legal Opinion of Guangdong Sundial Law Firm on the Adjustment and Initial Grant Matters of Shenzhen Demingli Technology Co., Ltd.'s 2026 Stock Option Incentive Plan."
Definitions
In this Legal Opinion, unless otherwise interpreted or explained by the context, the following abbreviations represent the full names or meanings:
| Abbreviation | Full Name/Meaning |
|---|---|
| Demingli or the Company | Shenzhen Demingli Technology Co., Ltd. |
| This Incentive Plan, This Incentive Plan | Shenzhen Demingli Technology Co., Ltd. 2026 Stock Option Incentive Plan |
| This Grant | The initial grant of stock options under the 2026 Stock Option Incentive Plan, as approved by the resolution of the fourth extraordinary meeting of the second board of directors. |
| This Adjustment | The adjustment of the initial grant recipients and the number of grants for the 2026 Stock Option Incentive Plan, as approved by the resolution of the fourth extraordinary meeting of the second board of directors. |
| "2026 Incentive Plan (Draft)" | "Shenzhen Demingli Technology Co., Ltd. 2026 Incentive Plan (Draft)" |
| "Articles of Association" | "Articles of Association of Shenzhen Demingli Technology Co., Ltd." |
| "Company Law" | "Company Law of the People's Republic of China" |
| "Securities Law" | "Securities Law of the People's Republic of China" |
| "Listing Rules" | "Shenzhen Stock Exchange Stock Listing Rules" (2025 Revision) |
| "Supervision Guidelines" | "Shenzhen Stock Exchange Listed Company Self-Regulatory Supervision Guidelines No. 1 - Business Handling" (2026 Revision) |
| "Management Measures" | "Administrative Measures for Incentive Plans for Listed Companies" (2025 Revision) |
| China | The territory of the People's Republic of China, excluding the Hong Kong Special Administrative Region, the Macao Special Administrative Region, and Taiwan for the purpose of this Legal Opinion. |
| CSRC | China Securities Regulatory Commission |
| SZSE | Shenzhen Stock Exchange |
| Sundial | Guangdong Sundial Law Firm |
| Sundial Lawyer | The lawyer in charge of the 2026 Stock Option Incentive Plan project for Shenzhen Demingli Technology Co., Ltd. at Sundial |
| RMB | The legal currency of China, Renminbi Yuan |
| This Legal Opinion | "Legal Opinion of Guangdong Sundial Law Firm on the Adjustment and Initial Grant Matters of Shenzhen Demingli Technology Co., Ltd.'s 2026 Stock Option Incentive Plan" |
Note: Unless otherwise specified, all numerical values in this Legal Opinion are rounded to two or four decimal places. If the sum of the parts does not match the total, it is due to rounding.
Section 1 Lawyer's Statement
I. This Legal Opinion is based on the facts that had occurred or existed at Demingli prior to the issuance date of this opinion, and is issued in accordance with the relevant provisions of the current laws and regulations of the People's Republic of China. It does not express opinions on facts and laws outside of any Chinese judicial jurisdiction.