Grandall Law Firm (Hangzhou) Legal Opinion
Regarding the Failure to Meet the Conditions for the Second Exercise Period and Cancellation of Part of the Stock Options of Ningbo R&D Environmental Energy Technology Co., Ltd.'s 2024 Stock Option Incentive Plan
To: Ningbo R&D Environmental Energy Technology Co., Ltd.
Grandall Law Firm (Hangzhou) (hereinafter referred to as "the Firm") has been appointed by Ningbo R&D Environmental Energy Technology Co., Ltd. (formerly known as "Ningbo R&D Monitoring Technology Co., Ltd.", hereinafter referred to as "R&D Energy Technology" or "the Company") as its special legal counsel for the 2024 Stock Option Incentive Plan (hereinafter referred to as "the Incentive Plan"). Based on 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" (hereinafter referred to as "Administrative Measures") issued by the China Securities Regulatory Commission (hereinafter referred to as "CSRC"), the "Shenzhen Stock Exchange Listed Company Self-Regulatory Supervision Guidelines No. 1 - Business Handling" (hereinafter referred to as "Supervision Guidelines"), and other relevant laws, regulations, normative documents, and the "Articles of Association of Ningbo R&D Environmental Energy Technology Co., Ltd." (hereinafter referred to as "Articles of Association"), this Legal Opinion is issued regarding the failure to meet the conditions for the second exercise period and the cancellation of part of the stock options of R&D Energy Technology's 2024 Stock Option Incentive Plan (hereinafter referred to as "this Cancellation" respectively).
Part One: Introduction
In order to issue this Legal Opinion, the Firm's lawyers have reviewed the "Ningbo R&D Environmental Energy Technology Co., Ltd. 2024 Stock Option Incentive Plan (Draft)" (hereinafter referred to as "Incentive Plan (Draft)"), the "Ningbo R&D Environmental Energy Technology Co., Ltd. 2024 Stock Option Incentive Plan Performance Assessment Management Measures" (hereinafter referred to as "Performance Assessment Measures"), relevant board meeting documents of the Company, and other documents that the Firm's lawyers deem necessary for review. The facts and information related thereto have also been verified and validated through public information inquiries with government departments.
The Firm's lawyers, in accordance with the provisions of relevant laws, administrative regulations, and normative documents, and based on the requirements of the Firm's business rules, have conducted a review and verification of the documents, information, and facts related to this Incentive Plan with prudence and adherence to the principle of materiality.
Regarding this Legal Opinion, the Firm's lawyers make the following statements:
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The Firm's lawyers express legal opinions based on facts that have occurred or exist prior to the issuance of this Legal Opinion and in accordance with the relevant provisions of the "Company Law," "Securities Law," "Administrative Measures," "Supervision Guidelines," and other current Chinese laws, regulations, and normative documents. For facts that are crucial to the issuance of this Legal Opinion but cannot be independently verified by evidence, the Firm's lawyers rely on documentary evidence or oral and written statements issued by relevant government departments, the Company, or other entities or individuals.
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The Firm's lawyers have strictly performed their statutory duties, adhered to the principles of diligence and good faith, conducted a thorough review and verification of the legality and compliance of the Company's implementation of this Incentive Plan, and ensured that the conclusions expressed in this Legal Opinion are legal, accurate, and free from any false records, misleading statements, or material omissions.
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The Firm's lawyers only express opinions on legal issues related to the Company's Incentive Plan and do not express opinions on the reasonableness of the valuation of the underlying equity, performance standards, or other non-legal professional matters involved in the Company's Incentive Plan. Any reference to financial data or conclusions in this Legal Opinion does not imply any express or implied guarantee by the Firm regarding the truthfulness and accuracy of such data or conclusions.