Shanghai Junlan Law Firm
Legal Opinion
To: Luo Lai Life Technology Co., Ltd.
Shanghai Junlan Law Firm (hereinafter referred to as "the Firm") has been engaged by Luo Lai Life Technology Co., Ltd. (hereinafter referred to as "the Company" or "Luo Lai Life") to provide this legal opinion based on the "Administrative Measures for Equity Incentives of Listed Companies" (hereinafter referred to as the "Measures") and the "Luo Lai Life Technology Co., Ltd. 2024 Restricted Stock and Stock Option Incentive Plan" (hereinafter referred to as the "Incentive Plan" or "this Incentive Plan"). This opinion covers matters related to the adjustment of stock option exercise prices, repurchase and cancellation of certain restricted shares, cancellation of certain stock options, and the achievement of vesting and exercise conditions for the first tranche of restricted shares granted for the first time under this Incentive Plan (hereinafter referred to as "this Adjustment, Repurchase and Cancellation, Cancellation, Vesting, and Exercise").
The lawyers of the Firm hereby declare:
(I) The Firm's lawyers have strictly performed their statutory duties in accordance with the "Securities Law of the People's Republic of China," the "Administrative Measures for Securities Law Practice of Law Firms," and the "Practice Rules for Securities Law Practice of Law Firms (Trial)," and based on facts that have occurred or existed prior to the issuance of this legal opinion. They have conducted thorough verification 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 records, misleading statements, or significant omissions, and they bear corresponding legal responsibilities.
(II) The Firm has received the following assurances from Luo Lai Life: Luo Lai Life has provided the Firm's lawyers with all necessary documents for the issuance of this legal opinion. All documents are true, complete, legal, and valid. All copies or duplicates of documents are consistent with the originals. All signatures and seals on the documents are authentic; and all facts and documents that could influence the Firm's lawyers' legal judgment have been disclosed without any concealment, misleading statements, or omissions.
(III) The Firm's opinion is solely on the legal matters related to the Company's current adjustment, repurchase and cancellation, cancellation, vesting, and exercise. The Firm does not express opinions on the reasonableness of the valuation of the underlying equity, performance standards, or other professional matters related to the Company's current adjustment, repurchase and cancellation, cancellation, vesting, and exercise. The Firm and its lawyers do not have the legal qualifications to verify and make judgments on such professional matters. Any reference to financial statements, data, or professional reports such as accounting or audit reports in this legal opinion does not imply any express or implied guarantee by the Firm and its lawyers regarding the truthfulness or validity of such referenced content.
This legal opinion is for the purpose of this adjustment, repurchase and cancellation, cancellation, vesting, and exercise only and shall not be used for any other purpose.
The Firm's lawyers agree that this legal opinion will be made public as a necessary legal document for Luo Lai Life's current adjustment, repurchase and cancellation, cancellation, vesting, and exercise, along with other materials, and will be legally responsible for the legal opinion issued.
Based on a thorough verification of the relevant documents and facts provided by the Company, in accordance with the generally accepted professional standards, ethical norms, and diligence of the legal profession, the lawyers of the Firm issue the following legal opinion:
I. Approval and Authorization for the Current Adjustment, Repurchase and Cancellation, Cancellation, Vesting, and Exercise
On November 7, 2024, the Second Meeting of the Sixth Session of the Company's Remuneration and Assessment Committee reviewed and approved the "Proposal on the Company's 2024 Restricted Stock and Stock Option Incentive Plan (Draft) and its Summary" and the "Proposal on the Implementation of the Performance Management Measures for the Luo Lai Life Technology Co., Ltd. 2024 Restricted Stock and Stock Option Incentive Plan."