Legal Opinion
To: Shenzhen Auto Electronics Co., Ltd.
Guangdong Sundial Law Firm (hereinafter referred to as "Sundial") has been retained by Shenzhen Auto Electronics Co., Ltd. (hereinafter referred to as the "Company") as the dedicated legal advisor for the Company's 2023 Stock Option Incentive Plan (hereinafter referred to as the "Plan"). Pursuant to the "Company Law of the People's Republic of China" (hereinafter referred to as the "Company Law"), the "Securities Law of the People's Republic of China" (hereinafter referred to as the "Securities Law"), the "Administrative Measures for Equity Incentives of Listed Companies" (hereinafter referred to as the "Measures"), the "Stock Listing Rules of the Shenzhen Stock Exchange" (hereinafter referred to as the "Listing Rules"), and other relevant laws, regulations, and normative documents, as well as the "Articles of Association of Shenzhen Auto Electronics Co., Ltd." (hereinafter referred to as the "Articles of Association") and the "Shenzhen Auto Electronics Co., Ltd. 2023 Stock Option Incentive Plan" (hereinafter referred to as the "Incentive Plan"), Sundial hereby issues this legal opinion regarding the cancellation of certain stock options under the Plan (hereinafter referred to as the "Cancellation").
In order to issue this legal opinion, Sundial and Sundial lawyers hereby declare as follows:
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Sundial and Sundial lawyers, in accordance with the "Securities Law," the "Administrative Measures for Law Firms Engaging in Securities Legal Business," and the "Practice Rules of Law Firms for Securities Legal Business," and based on facts that have occurred or existed prior to the issuance date of this legal opinion, have strictly performed their statutory duties, adhered to the principles of diligence and good faith, conducted thorough investigations and verifications, and ensured that the facts determined 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 material omissions, and shall bear corresponding legal responsibilities.
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Sundial has obtained the following assurances from the Company: The Company has provided Sundial lawyers with all factual materials necessary for the issuance of this legal opinion, which are true, accurate, and complete, and the written materials and written statements provided are true, accurate, and complete, and the copies are consistent with the originals, and the signatures and/or seals on the relevant materials are genuine and effective.
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For facts that are crucial to the issuance of this legal opinion but cannot be independently verified, Sundial lawyers rely on relevant documents or opinions issued by relevant government departments, the Company, or other relevant institutions.
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Sundial lawyers shall only express legal opinions on legal issues related to the current stock option incentive plan and shall not express opinions on accounting, auditing, or other professional matters. When accounting or auditing matters are involved in this legal opinion, they are strictly quoted from the reports issued by relevant intermediaries, and this does not mean that Sundial provides any express or implied guarantee regarding the truthfulness and accuracy of these contents.
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Sundial agrees that this legal opinion will be used as one of the necessary documents for the Company's current stock option incentive plan, submitted to the relevant regulatory authorities along with other materials, and Sundial shall bear responsibility for this legal opinion in accordance with the law.