Legal Opinion of Beijing T&C Law Shanghai Office on the Fulfillment of Exercise Conditions for the First Tranche of Stock Options Granted Under JiaoKe Technology Co., Ltd.'s 2025 Stock Option Incentive Plan and the Cancellation of Certain Stock Options
To: JiaoKe Technology Co., Ltd.
Beijing T&C Law Shanghai Office (hereinafter referred to as "the Firm") was engaged by JiaoKe Technology Co., Ltd. (hereinafter referred to as "JiaoKe Technology" or "the Company") to serve as special legal counsel for matters related to the Company's 2025 Stock Option Incentive Plan (hereinafter referred to as "this Incentive Plan"). The Firm previously issued legal opinions on April 29, 2025, July 8, 2025, October 24, 2025, April 28, 2026, and May 18, 2026, concerning this Incentive Plan.
The Firm's lawyers, in accordance with the "Company Law of the People's Republic of China" (hereinafter referred to as "Company Law"), the "Securities Law of the People's Republic of China" (hereinafter referred to as "Securities Law"), the "Administrative Measures for Equity Incentives of Listed Companies" issued by the China Securities Regulatory Commission (hereinafter referred to as "CSRC"), the "Several Provisions on the Regulation of Short-Term Trading" (hereinafter referred to as "Short-Term Trading Provisions"), the "Shenzhen Stock Exchange Stock Listing Rules" (hereinafter referred to as "Listing Rules") and the "Shenzhen Stock Exchange Listed Company Self-Regulatory Supervision Guidelines No. 1 - Business Handling" (hereinafter referred to as "Self-Regulatory Supervision Guidelines") and other laws, regulations, and normative documents, as well as the relevant provisions of the Articles of Association of JiaoKe Technology Co., Ltd. (hereinafter referred to as "Articles of Association"), and in accordance with the "Administrative Measures for Law Firms Engaging in Securities Legal Business" and the "Practice Rules for Securities Legal Business of Law Firms (Trial)", have issued this Legal Opinion based on generally accepted industry professional standards, ethical norms, and a diligent and responsible spirit.
Statement
The Firm and its lawyers make the following statements regarding the issuance of this Legal Opinion:
I. The Company guarantees that it has provided the Firm's lawyers with all true, complete, and accurate original written materials, duplicate materials, or oral statements that the Firm's lawyers deem necessary for issuing this Legal Opinion, and that all facts and documents that could affect this Legal Opinion have been disclosed to the Firm without any concealment, falsehood, or misleading information. The Company guarantees that the aforementioned documents and statements are true, accurate, and complete, and that all signatures and seals on the documents are genuine, and that copies are consistent with the originals.
II. The Firm's lawyers will base their legal opinion on facts that have occurred or existed prior to the date of issuance of this Legal Opinion and on the provisions of currently effective laws, regulations, and normative documents in the People's Republic of China, and will express their legal opinion based on the Firm's lawyers' understanding of such laws, regulations, and normative documents.
III. For facts that are crucial to this Legal Opinion but cannot be independently substantiated by evidence, the Firm's lawyers will rely on certificates issued by relevant government departments, the Company, or other relevant entities, as well as information publicly available from competent authorities, as the basis for issuing this Legal Opinion.
IV. The Firm's lawyers will only express opinions on the legality and compliance of the fulfillment of exercise conditions and the adjustments and cancellations in this matter. The Firm and its handling lawyers do not possess the appropriate qualifications to express professional opinions on accounting, auditing, or other professional matters. When matters involving accounting and auditing are mentioned in this Legal Opinion, they are strictly quoted from the professional documents issued by relevant intermediary institutions and the Company's explanations, and do not imply any express or implied guarantee by the Firm's lawyers regarding the truthfulness and accuracy of such content.