AllBright Law Offices Legal Opinion on the Achievement of Exercise Conditions for the Fourth Exercise Period of the 2022 Stock Option Incentive Plan and Cancellation of Certain Stock Options for Zhejiang Yinlun Machinery Co., Ltd.
To: Zhejiang Yinlun Machinery Co., Ltd.
AllBright Law Offices (hereinafter referred to as "this Firm") was engaged by Zhejiang Yinlun Machinery Co., Ltd. (hereinafter referred to as "Yinlun Machinery" or the "Company") to provide legal services regarding the achievement of exercise conditions for the fourth exercise period of the Company's 2022 Stock Option Incentive Plan (hereinafter referred to as "this Exercise") and the cancellation of certain stock options (hereinafter referred to as "this Cancellation"). This legal opinion is issued 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, and other relevant laws, regulations, and the Articles of Association of Zhejiang Yinlun Machinery Co., Ltd.
In preparing this legal opinion, this Firm reviewed the 2022 Stock Option Incentive Plan (Draft), the 2022 Stock Option Incentive Plan Implementation Assessment Management Measures, relevant board and supervisory committee meeting minutes, and other documents deemed necessary.
I. Approval and Authorization of this Exercise and this Cancellation
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On March 9, 2022, the Company held the 19th meeting of the 8th Board of Directors and the 15th meeting of the 8th Board of Supervisors, deliberating and approving the 2022 Stock Option Incentive Plan (Draft) and related proposals. Interested directors Chen Bufei, Chai Zhonghua, and Zhou Haonan recused themselves from the voting. The independent directors issued independent opinions, and the Board of Supervisors issued verification opinions.
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On March 25, 2022, the Company held the 2nd Extraordinary General Meeting of Shareholders in 2022, which approved the 2022 Stock Option Incentive Plan (Draft) and authorized the Board of Directors to handle matters related to the grant and exercise of stock options, as well as the modification or termination of the plan, including the cancellation of unexercised options.
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On June 22, 2026, the Company held the 39th meeting of the 9th Board of Directors, which approved the proposal regarding the achievement of exercise conditions for the fourth exercise period of the 2022 Stock Option Incentive Plan and the proposal regarding the cancellation of certain stock options.
This Firm is of the opinion that the Board of Directors has obtained legal authorization and fulfilled the necessary approval procedures, and the matters comply with relevant laws and the Incentive Plan.
II. Achievement of Exercise Conditions
(I) The fourth waiting period for the initial grant has expired.