Legal Opinion
Regarding the Termination of the "Navigator Plan (Phase VI)" Stock Option Incentive Plan and Related Matters of Cancellation of Certain Stock Options of Xinhuadu Technology Co., Ltd.
To: Xinhuadu Technology Co., Ltd.
[Taihe Law Firm (Fuzhou)] ("Taihe Law Firm") has been entrusted by Xinhuadu Technology Co., Ltd. ("the Company") to issue this Legal Opinion regarding the termination of the "Navigator Plan (Phase VI)" Stock Option Incentive Plan and the cancellation of certain stock options, in accordance with the "Company Law of the People's Republic of China," "Securities Law of the People's Republic of China," "Administrative Measures for Equity Incentives of Listed Companies," and other relevant laws, regulations, normative documents, as well as the "Articles of Association of Xinhuadu Technology Co., Ltd." and the "Navigator Plan (Phase VI)" Stock Option Incentive Plan (Draft) of Xinhuadu Technology Co., Ltd.
Part One: Foreword
I. Definitions
Unless otherwise indicated in this Legal Opinion, the following terms shall have the specific meanings set forth below:
| Term | Definition |
|---|---|
| Xinhuadu, Company, the Company | Xinhuadu Technology Co., Ltd. (Stock Code: 002264) |
| "Incentive Plan" | "Navigator Plan (Phase VI)" Stock Option Incentive Plan (Draft) of Xinhuadu Technology Co., Ltd. |
| "Implementation Assessment Measures" | "Implementation Assessment Measures for the Navigator Plan (Phase VI)" Stock Option Incentive Plan of Xinhuadu Technology Co., Ltd. |
| This Incentive Plan, This Incentive Plan, This Plan | "Navigator Plan (Phase VI)" Stock Option Incentive Plan of Xinhuadu Technology Co., Ltd. |
| Stock Option | The right granted by the Company to incentive recipients to purchase a certain number of shares of the Company at predetermined conditions within a certain period in the future. |
| Incentive Recipient | Senior management personnel and core backbone personnel of the Company (including its subsidiaries) who are granted stock options according to the Incentive Plan. |
| Exercise | The act of an incentive recipient exercising their stock options according to the Incentive Plan. In this Plan, exercise means the act of the incentive recipient purchasing the underlying shares according to the conditions set by the Incentive Plan. |
| This Termination | The Company's termination of the "Navigator Plan (Phase VI)" Stock Option Incentive Plan and the simultaneous termination of the related "Implementation Assessment Measures" and other documents. |
| This Cancellation | The Company's cancellation of certain stock options totaling 7,286,700 units due to reasons such as incentive recipients' resignation, failure to meet company-level performance assessments, and termination of this Incentive Plan. |
| Shenzhen Stock Exchange | Shenzhen Stock Exchange |
| "Articles of Association" | "Articles of Association of Xinhuadu Technology Co., Ltd." |
| "Company Law" | "Company Law of the People's Republic of China" (2023 Revision) |
| "Measures" | "Administrative Measures for Equity Incentives of Listed Companies" (2025 Revision) |
| CSRC, China Securities Regulatory Commission | China Securities Regulatory Commission |
| The Firm | Taihe (Fuzhou) Law Firm |
| The Firm's Lawyers | Lawyers appointed by the Firm for this Incentive Plan |
| RMB | Renminbi, the legal currency of the People's Republic of China, unless otherwise stated. |
Part Two: Declarations
The Firm and its lawyers hereby declare as follows:
(I) The Firm and the handling lawyers have, in accordance with the "Securities Law," "Administrative Measures for Securities Legal Business of Law Firms," and "Practice Rules for Securities Legal Business of Law Firms (Trial)," and based on the facts that have occurred or existed prior to the issuance of this Legal Opinion, diligently performed their statutory duties, adhered to the principles of diligence and good faith, conducted thorough investigations and verifications, and ensured that the facts identified in this Legal Opinion are true, accurate, and complete, and that the conclusions expressed are legal and accurate, without any false statements, misleading statements, or material omissions, and shall bear the corresponding legal responsibilities.