Legal Opinion from Beijing Jiayuan Law Firm on Adjustments and Exercise Matters of Huizhou Desay SV Automotive Electronics Co., Ltd.'s 2025 Stock Option Incentive Plan
To: Huizhou Desay SV Automotive Electronics Co., Ltd.
Beijing Jiayuan Law Firm (hereinafter referred to as "this firm") has been entrusted by Huizhou Desay SV Automotive Electronics Co., Ltd. (hereinafter referred to as "Desay SV" or "the Company") to issue this legal opinion regarding the adjustments to the exercise price and quantity of the stock options under the 2025 stock option incentive plan (hereinafter referred to as "this incentive plan") and the related exercise matters.
To issue this legal opinion, this firm has reviewed the "2025 Stock Option Incentive Plan (Draft)" (hereinafter referred to as "the Draft Plan"), the "Implementation Assessment Management Measures for the 2025 Stock Option Incentive Plan" (hereinafter referred to as "the Assessment Measures"), relevant board documents, documents from the Board's Compensation and Assessment Committee, written explanations from the Company, and other related documents. Necessary inquiries were made to relevant personnel of the Company, and discussions were held.
During the aforementioned investigation, the Company provided the following assurances: regarding the matters deemed necessary for this firm to issue the legal opinion, the Company has provided all relevant original written materials, copies, or oral testimonies, which are true, accurate, and complete, and the copies or reproductions are consistent with the originals.
This firm issues this legal opinion based on facts that have occurred or existed prior to the date of this legal opinion and on officially published and implemented laws, regulations, and normative legal documents, and based on an understanding of the relevant facts and legal interpretations. This legal opinion only addresses the legality and compliance of Desay SV's adjustments and exercise matters related to this incentive plan. This legal opinion is intended solely for Desay SV's implementation of this incentive plan and may not be used for any other purpose without prior written permission from this firm. This firm agrees to include this legal opinion as one of the necessary legal documents for Desay SV's implementation of this incentive plan, to be submitted or publicly disclosed along with other application materials, and shall bear corresponding legal responsibilities for the issued legal opinion.
Based on the above premises and limitations, this firm's lawyers, in accordance with relevant laws and regulations, and in line with recognized business standards, ethical norms, and the spirit of diligence and responsibility in the legal profession, provide the following legal opinions regarding Desay SV's adjustments and exercise matters: