Legal Opinion
Definition
Unless otherwise specified in this legal opinion, the following terms have the following specific meanings:
- Jiuan Medical, Company, Listed Company refers to Tianjin Jiuan Medical Electronics Co., Ltd.
- This Firm refers to Beijing Zhongyin Law Firm.
- The 2021 Incentive Plan, 2021 Stock Option Incentive Plan refers to the "Tianjin Jiuan Medical Electronics Co., Ltd. 2021 Stock Option Incentive Plan (Draft)" and the "Tianjin Jiuan Medical Electronics Co., Ltd. 2021 Stock Option Incentive Plan (Draft Second Revision)."
- This Adjustment Matter refers to the adjustment of the stock option exercise price under the 2021 Stock Option Incentive Plan.
- The Incentive Plan (Draft) refers to the "Tianjin Jiuan Medical Electronics Co., Ltd. 2021 Stock Option Incentive Plan (Draft)" and the "Tianjin Jiuan Medical Electronics Co., Ltd. 2021 Stock Option Incentive Plan (Draft Second Revision)."
- Stock Options refer to the rights granted by the Company to the incentive objects to purchase a certain number of shares of the Company at predetermined conditions within a certain period in the future.
- Incentive Objects refer to directors/senior management, managers/directors, core, key, and outstanding employees who receive stock options according to the provisions of the 2021 Stock Option Incentive Plan.
- Company Law refers to the "Company Law of the People's Republic of China."
- Securities Law refers to the "Securities Law of the People's Republic of China."
- Management Measures refer to the "Management Measures for Equity Incentives of Listed Companies."
- Articles of Association refers to the "Articles of Association of Tianjin Jiuan Medical Electronics Co., Ltd."
- CSRC refers to the China Securities Regulatory Commission.
- Stock Exchange refers to the Shenzhen Stock Exchange.
- Yuan refers to Renminbi Yuan.
Legal Opinion
Dear Sir/Madam:
Entrusted by Jiuan Medical, our firm acts as the special legal advisor for Jiuan Medical's 2021 Stock Option Incentive Plan and is authorized to issue this legal opinion regarding the adjustment of the stock option exercise price. This legal opinion is issued based on the provisions of the Company Law, Securities Law, Management Measures, and other relevant laws and regulations, in accordance with the recognized business standards, ethical norms, and due diligence spirit of the legal profession.
For the purpose of issuing this legal opinion, our firm reviewed the necessary documents, including the Incentive Plan (Draft) and the independent opinions issued regarding the resolutions of the board of directors and shareholders' meetings related to the 2021 Stock Option Incentive Plan, and inquired and discussed relevant matters with Jiuan Medical personnel. During the aforementioned investigation, our firm received the following assurances from Jiuan Medical: the documents provided and the statements and declarations made are true, accurate, complete, and valid, and all circumstances and documents that could affect the factual description and conclusions of this legal opinion have been disclosed to our firm, with no false records, misleading statements, or significant omissions. All scanned copies and photocopies provided by Jiuan Medical are consistent with the originals, and the signatures and seals on the documents are true, legal, and valid.
Our firm and the handling lawyers have strictly fulfilled their statutory duties in accordance with the provisions of the Securities Law, the Management Measures for Securities Legal Services, and the Trial Implementation Rules for Securities Legal Services, and have conducted sufficient verification to ensure that the facts recognized in this legal opinion are true, accurate, and complete, and that the conclusions expressed are legal and accurate, with no false records, misleading statements, or significant omissions, and bear corresponding legal responsibilities. Our firm’s lawyers do not have the qualifications to make professional judgments on non-legal professional matters such as accounting and auditing. The issuance of legal opinions by our firm’s lawyers based on documents issued by accounting firms does not imply any express or implied guarantee regarding the truthfulness, accuracy, or completeness of the data and conclusions in those documents.