AllBright Law Offices
Legal Opinion on the 2026 Restricted Stock Incentive Plan (Draft) of Anhui Guqi Down Material Co., Ltd.
To: Anhui Guqi Down Material Co., Ltd.
AllBright Law Offices (hereinafter referred to as "AllBright" or "this Firm") has been engaged by Anhui Guqi Down Material Co., Ltd. (hereinafter referred to as the "Company" or "Guqi Down Material") to serve as special legal counsel for the Company's 2026 Restricted Stock Incentive Plan (hereinafter referred to as the "Incentive Plan").
This Firm has performed its duties 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 on Equity Incentives of Listed Companies issued by the China Securities Regulatory Commission (CSRC), the Stock Listing Rules of the Shenzhen Stock Exchange, and the Guidelines for Self-Regulation of Listed Companies on the Shenzhen Stock Exchange No. 1—Business Handling, as well as the Articles of Association of Anhui Guqi Down Material Co., Ltd. We have conducted a thorough review and verification of the documents provided by the Company to issue this legal opinion.
For the purpose of this legal opinion, we have reviewed the Company's 2026 Restricted Stock Incentive Plan (Draft) and the 2026 Restricted Stock Incentive Plan Implementation Assessment Management Measures, along with other documents deemed necessary for our review.
Statement Matters
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This Firm and its attorneys have strictly performed our statutory duties in accordance with the Company Law, the Securities Law, the Administrative Measures, and relevant CSRC regulations. We have followed the principles of diligence, responsibility, and good faith to verify the facts, ensuring that the conclusions in this legal opinion are legal, accurate, and free from false records, misleading statements, or major omissions.
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For facts critical to this opinion that cannot be supported by independent evidence, we have relied on statements or certificates issued by relevant government departments, the Company, or other relevant units and individuals.
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The Company has guaranteed that it has provided all necessary, authentic, and valid original materials, copies, or oral testimonies required for this legal opinion.
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This Firm expresses opinions only on legal matters related to the Incentive Plan. We do not express opinions on the reasonableness of the underlying equity value or assessment standards, nor on accounting, financial, or other non-legal professional matters.
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We consent to this legal opinion being used as a required document for the Incentive Plan and being disclosed accordingly.
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This legal opinion is intended solely for the purpose of implementing the Incentive Plan and shall not be used for any other purpose.
Main Body
I. Eligibility of the Company to Implement the Incentive Plan
(I) The Company is a legally established and validly existing joint-stock company.
According to the approval for listing and related announcements, Guqi Down Material was established through the overall conversion of its predecessor, Wuhu Nanxiang Down Co., Ltd., based on audited net assets as of June 30, 2014. The Company's shares were listed on the Shenzhen Stock Exchange on May 29, 2025, under the stock code "001390".
Based on the Company's current Business License and Articles of Association, and our verification via the National Enterprise Credit Information Publicity System, Guqi Down Material was established on October 15, 2001. It is located in the Economic Development Zone of Nanling County, Wuhu City, Anhui Province. The legal representative is Xie Yucheng, and the registered capital is 200 million RMB. The business scope includes the acquisition, processing, and sale of down and feathers; performance testing of down, feathers, and their products; acquisition, processing, and sale of feather meal; and self-operated and agency import/export of various goods and technologies.