Legal Opinion from Beijing Tianyuan Law Firm on the Adjustment of Exercise Price for GoerTek Inc.'s 2023 Stock Option Incentive Plan

Legal Opinion from Beijing Tianyuan Law Firm on the Adjustment of Exercise Price for GoerTek Inc.'s 2023 Stock Option Incentive Plan

Beijing Tianyuan Law Firm
Unit 509, International Enterprise Building A, 35 Financial Street, Xicheng District, Beijing, 100033

Beijing Tianyuan Law Firm Legal Opinion No. Jing Tian Gu Zi (2023) No. 428-9

To: GoerTek Inc.

According to the entrusted agreement signed between Beijing Tianyuan Law Firm (hereinafter referred to as "our firm") and GoerTek Inc. (hereinafter referred to as "the company" or "GoerTek"), our firm serves as the special legal advisor for the company's 2023 stock option incentive plan (hereinafter referred to as "the incentive plan" or "this incentive plan") related matters, providing legal opinions on the adjustment of the exercise price (hereinafter referred to as "this adjustment"). Our firm and the handling lawyers have issued this legal opinion based on the "Company Law of the People's Republic of China" (hereinafter referred to as "the Company Law"), "Securities Law of the People's Republic of China" (hereinafter referred to as "the Securities Law"), "Administrative Measures for Equity Incentives of Listed Companies" (hereinafter referred to as "the Management Measures"), "Self-Regulatory Guidelines for Listed Companies of the Shenzhen Stock Exchange No. 1 - Business Handling", "Measures for Law Firms Engaging in Securities Legal Business", and other laws, regulations, and relevant provisions of the China Securities Regulatory Commission (hereinafter referred to as "CSRC"), as well as facts that have occurred or existed prior to the issuance date of this legal opinion. In accordance with the recognized business standards, ethical norms, and the spirit of diligence and responsibility in the legal profession, we issue this legal opinion.

To issue this legal opinion, our lawyers reviewed the "GoerTek Inc. 2023 Stock Option Incentive Plan (Draft)" (hereinafter referred to as "the Incentive Plan (Draft)"), "GoerTek Inc. 2023 Stock Option Incentive Plan (Draft) (Revised)" (hereinafter referred to as "the Incentive Plan (Draft) (Revised)"), "GoerTek Inc. 2023 Stock Option Incentive Plan Implementation Assessment Management Measures" (hereinafter referred to as "the Assessment Measures"), "GoerTek Inc. 2023 Stock Option Incentive Plan Implementation Assessment Management Measures (Revised)" (hereinafter referred to as "the Assessment Measures (Revised)"), and other documents deemed necessary for review by our lawyers, verifying and validating relevant facts.

Our firm’s lawyers make the following statements:

1. Our firm and the handling lawyers have strictly fulfilled their statutory duties in accordance with the "Securities Law", "Measures for Law Firms Engaging in Securities Legal Business", and "Trial Measures for Law Firms Engaging in Securities Legal Business", and have conducted sufficient verification and validation, ensuring that the facts determined in this legal opinion are true, accurate, and complete, and that the conclusive opinions expressed are legal and accurate, with no false records, misleading statements, or significant omissions, and bear corresponding legal responsibilities.

2. Our firm’s lawyers have diligently and prudently fulfilled their verification and validation obligations using written reviews, inquiries, calculations, and rechecks in accordance with legally established business rules.

3. Our firm’s lawyers have fulfilled the special duty of care required of legal professionals regarding legal-related business matters and the general duty of care regarding other business matters.

4. Our firm’s lawyers have relied on documents obtained directly from state organs, organizations with public affairs management functions, accounting firms, asset appraisal agencies, credit rating agencies, notary agencies, etc., as the basis for issuing legal opinions, fulfilling the special duty of care for legal-related business matters and the general duty of care for other business matters; for documents not obtained directly from the above institutions, they have been verified and validated as the basis for issuing legal opinions. For facts that are crucial to issuing this legal opinion but cannot be supported by independent evidence, our firm relies on explanations or certification documents issued by relevant government departments, the company, or other relevant units.