Legal Opinion
Guangdong Sundial Law Firm
Regarding the Matters of Cancellation of Stock Options and Repurchase and Cancellation of Restricted Shares of Shenzhen Smart-Micro Intelligence Co., Ltd. for the 2023 Stock Option and Restricted Stock Incentive Plan
Legal Opinion
To: Shenzhen Smart-Micro Intelligence Co., Ltd.
Sundial Legal Document (2026) No. 037
Pursuant to the "Special Legal Advisor Engagement Agreement" signed between Smart-Micro Intelligence and Sundial, Sundial has been entrusted by Smart-Micro Intelligence to serve as the special legal advisor for the 2023 Stock Option and Restricted Stock Incentive Plan project.
In accordance with the provisions of relevant laws, regulations, and normative documents such as the "Company Law," "Securities Law," and "Management Measures," as well as the "Articles of Association" and the "Incentive Plan (Draft)" and other relevant regulations, Sundial Law Firm hereby issues this legal opinion on the matters of cancellation and repurchase and cancellation, adhering to the generally accepted business standards, ethical norms, and diligence and conscientiousness principles of the Chinese legal profession.
For the purpose of issuing this legal opinion, Sundial lawyers have reviewed the Company's "Incentive Plan (Draft)," relevant board meeting documents, independent director opinions, written confirmation documents from the Company, and other documents that Sundial lawyers deem necessary to review, and hereby make the following statements: