Legal Opinion
Guangdong Sundial Law Firm
Regarding Shenzhen Demingli Technology Co., Ltd.'s Adjustment to the Repurchase Price of the 2024 Restricted Stock Incentive Plan
Legal Opinion Letter
Xin Da Li Zi (2026) No. 022
To: Shenzhen Demingli Technology Co., Ltd.
Guangdong Sundial Law Firm (hereinafter referred to as "Xin Da") has been entrusted by Shenzhen Demingli Technology Co., Ltd. (hereinafter referred to as the "Company") through the "Special Legal Advisor Engagement Agreement" to serve as the special legal advisor for the Company's 2024 Restricted Stock Incentive Plan (hereinafter referred to as the "Current Incentive Plan").
In accordance with the "Company Law of the People's Republic of China" (hereinafter referred to as the "Company Law"), 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," and other relevant laws, regulations, and normative documents, as well as the "Articles of Association of Shenzhen Demingli Technology Co., Ltd." and the "2024 Restricted Stock Incentive Plan (Draft) of Shenzhen Demingli Technology Co., Ltd." (hereinafter referred to as the "2024 Restricted Stock Incentive Plan (Draft)"), and in accordance with the business standards, ethical norms, and diligent and conscientious spirit recognized by the legal profession, Xin Da hereby issues the "Guangdong Sundial Law Firm's Legal Opinion on Shenzhen Demingli Technology Co., Ltd.'s Adjustment to the Repurchase Price of the 2024 Restricted Stock Incentive Plan" (hereinafter referred to as this "Legal Opinion") regarding the Company's adjustment to the repurchase price of the 2024 Restricted Stock Incentive Plan (hereinafter referred to as the "Current Adjustment").
Chapter One: Lawyer's Declaration
In order to issue this legal opinion, Xin Da makes the following declarations:
I. This legal opinion is based on facts that have occurred or existed at Demingli prior to the issuance date, and expresses legal opinions in accordance with the relevant provisions of Chinese laws and regulations currently in effect. It does not express opinions on facts or laws outside of any Chinese jurisdiction.
II. Xin Da lawyers do not express opinions on professional matters such as accounting, auditing, capital verification, or asset valuation. When Xin Da lawyers cite certain data or conclusions from financial statements, audit reports, or capital verification reports in this legal opinion, it does not imply any express or implied guarantee by Xin Da regarding the truthfulness and accuracy of such data or conclusions.
III. For facts that are crucial to the issuance of this legal opinion and cannot be independently verified by evidence, Xin Da relies on written certification documents issued by relevant government departments and written statements and commitments issued by relevant individuals.
IV. In the process of conducting relevant investigations, collections, examinations, and inquiries, Xin Da has received the following assurances from Demingli: The Company has provided Xin Da with all original written materials, duplicate materials, photocopies, written statements, or oral testimony necessary for Xin Da to issue this legal opinion; the Company has not concealed, omitted, made false records, or made misleading statements when providing documents to Xin Da; the signatures and seals on all documents provided by the Company are authentic; for documents that are duplicates or photocopies, all duplicate materials or photocopies are identical to the originals.