Guangdong Xinda Law Firm Legal Opinion
This legal opinion is for the sole purpose of the company implementing the current cancellation and repurchase and cancellation, and shall not be used for any other purpose.
Guangdong Xinda Law Firm, in accordance with the generally recognized business standards, ethical norms, and diligent and responsible spirit of the legal profession, hereby issues the following legal opinion:
I. Approval and Authorization for the Current Cancellation and Repurchase and Cancellation
(I) On September 30, 2025, the company convened its First Extraordinary Shareholders' Meeting in 2025, which deliberated and approved the Proposal on the <2025 Restricted Share and Stock Option Incentive Plan (Draft)> and its summary, the Proposal on the <2025 Restricted Share and Stock Option Incentive Plan Performance Assessment and Management Measures>, and the Proposal on Authorizing the Board of Directors to Handle Matters Related to the 2025 Restricted Share and Stock Option Incentive Plan, among other proposals. The Shareholders' Meeting authorized the Board of Directors to amend and terminate the Restricted Share/Stock Option Incentive Plan, including but not limited to canceling the eligibility of incentive recipients for vesting/exercise, and repurchasing and canceling restricted shares/stock options of incentive recipients that have not yet vested/been exercised.
(II) On April 16, 2026, the company convened the 17th Meeting of the Seventh Board of Directors, which deliberated and approved the Proposal on Canceling Part of the Stock Options and the Proposal on Repurchasing and Canceling Part of the Restricted Shares. These proposals involve the cancellation of 2,775,600 stock options and the repurchase and cancellation of 2,682,000 restricted shares. The Nomination and Remuneration Committee of the Board of Directors verified the matters related to the cancellation/repurchase and cancellation and issued its opinion.
Guangdong Xinda Law Firm is of the opinion that, as of the date of this legal opinion, the current cancellation and repurchase and cancellation have completed the necessary procedures and obtained the necessary approvals and authorizations for the current stage, and comply with the provisions of the <Incentive Management Measures> and the <2025 Restricted Share and Stock Option Incentive Plan (Draft)> (hereinafter referred to as the <Incentive Plan (Draft)>). The current repurchase and cancellation still requires approval from the Shareholders' Meeting; as the current repurchase and cancellation will result in a reduction of the company's registered capital, the company still needs to complete the corresponding capital reduction procedures in accordance with the <Company Law> and the <Articles of Association>.
II. Basic Situation of the Current Cancellation and Repurchase and Cancellation
(I) Basic Situation of the Current Cancellation
- Reasons for the Cancellation of Part of the Stock Options
(1) Changes in Incentive Recipients Given that 9 recipients of the initial grant have resigned for personal reasons and are no longer eligible for incentives, the company needs to cancel their granted but unexercised stock options.