Shenzhen Smart Micro-intelligence Technology Co., Ltd. Board of Directors' Compensation and Assessment Committee Audit Opinion on Matters Related to the Company's 2026 Stock Option 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" (hereinafter referred to as the "Securities Law"), 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 Guide No. 1 - Business Handling" (hereinafter referred to as the "Supervision Guide No. 1"), and other laws, regulations, normative documents, and the "Articles of Association of Shenzhen Smart Micro-intelligence Technology Co., Ltd." (hereinafter referred to as the "Articles of Association"), the Compensation and Assessment Committee of the Board of Directors of Shenzhen Smart Micro-intelligence Technology Co., Ltd. (hereinafter referred to as the "Company") has reviewed the "2026 Stock Option Incentive Plan (Draft)" (hereinafter referred to as the "Incentive Plan (Draft)", "This Incentive Plan", or "The Incentive Plan") and other relevant materials, and hereby expresses the following opinions:
I. Audit Opinion on the "2026 Stock Option Incentive Plan (Draft)" and its Summary
- The Company does not have any circumstances prohibiting the implementation of an equity incentive plan as stipulated by the "Administrative Measures" and other laws and regulations, and possesses the qualifications to implement an equity incentive plan: (1) The financial accounting report for the most recent fiscal year was issued with a negative or unable-to-express opinion by a certified public accountant; (2) The internal control report for the most recent fiscal year was issued with a negative or unable-to-express opinion by a certified public accountant; (3) Within 36 months after listing, the Company has failed to distribute profits in accordance with laws, regulations, the "Articles of Association", or public commitments; (4) Circumstances where equity incentives are prohibited by laws and regulations; (5) Other circumstances identified by the China Securities Regulatory Commission.