Legal Opinion of Guangdong Sundial Law Firm on Shenzhen Demingli Technology Co., Ltd.'s Cancellation of Part of the 2025 Stock Option Incentive Plan Stock Options and Adjustment of Exercise Price
Sundial Letter (2026) No. 024
To: Shenzhen Demingli Technology Co., Ltd.
Guangdong Sundial Law Firm (hereinafter referred to as "Sundial") has been entrusted by Shenzhen Demingli Technology Co., Ltd. (hereinafter referred to as the "Company") to serve as the special legal counsel for the Company's 2025 Stock Option Incentive Plan (hereinafter referred to as the "Current Incentive Plan") in accordance with the "Special Legal Counsel Engagement Agreement" signed between Sundial and the Company.
In accordance with the "Company Law of the People's Republic of China," the "Securities Law of the People's Republic of China," the "Administrative Measures for Equity Incentives of Listed Companies" (hereinafter referred to as the "Administrative Measures"), the "Shenzhen Stock Exchange Listed Company Self-Regulatory Supervision Guidelines No. 1 – Business Handling" (hereinafter referred to as the "Supervision Guidelines"), and other relevant laws, regulations, and normative documents, as well as the "Articles of Association of Shenzhen Demingli Technology Co., Ltd." and the "2025 Stock Option Incentive Plan (Draft)" of Shenzhen Demingli Technology Co., Ltd. (hereinafter referred to as the "2025 Stock Option Incentive Plan (Draft)"), and in accordance with the business standards, ethical norms, and diligent and conscientious spirit generally recognized in the legal profession, Sundial hereby issues the "Guangdong Sundial Law Firm's Legal Opinion on Shenzhen Demingli Technology Co., Ltd.'s Cancellation of Part of the 2025 Stock Option Incentive Plan Stock Options and Adjustment of Exercise Price" (hereinafter referred to as the "Current Legal Opinion") regarding the Company's cancellation of part of the 2025 stock option incentive plan stock options (hereinafter referred to as the "Current Cancellation") and adjustment of the exercise price (hereinafter referred to as the "Current Adjustment").
Section 1 Lawyer's Statement
Regarding the issuance of this legal opinion, Sundial makes the following statements:
I. This legal opinion is issued by Sundial lawyers based on facts that have occurred or existed prior to the issuance date of this opinion, and in accordance with the relevant provisions of the current laws and regulations of the People's Republic of China. It does not express legal opinions on any facts or laws outside the jurisdiction of the People's Republic of China.
II. Sundial lawyers do not express opinions on professional matters such as accounting, auditing, capital verification, and asset appraisal. When Sundial lawyers cite certain data or conclusions from financial statements, audit reports, or capital verification reports in this legal opinion, it does not mean that Sundial guarantees the truthfulness and accuracy of such data or conclusions in any express or implied manner.
III. For facts that are crucial to the issuance of this legal opinion but cannot be independently verified, Sundial relies on written confirmation documents issued by relevant government departments or written statements and commitments issued by relevant individuals.
IV. In the process of conducting relevant investigations, collections, and examinations, Sundial has obtained the following assurances from Demingli: The Company has provided Sundial with all original written materials, duplicate materials, copies, written statements, or oral testimony necessary for Sundial to issue this legal opinion; the Company has not concealed, omitted, made false records, or made misleading statements when providing documents to Sundial; the signatures and seals on all documents provided by the Company are genuine; and for documents that are duplicates or copies, all duplicate materials or copies are consistent with the originals.