Legal Opinion of Beijing Zhonglun Law Firm on Suzhou Hengmingda Electronics Technology Co., Ltd.'s 2026 Stock Option Incentive Plan (Draft)
Part One: Lawyer's Statement
Beijing Zhonglun Law Firm (hereinafter referred to as "this Firm") has been entrusted by Suzhou Hengmingda Electronics Technology Co., Ltd. (hereinafter referred to as "Hengmingda" or "the Company") to act as its special legal advisor regarding the 2026 Stock Option Incentive Plan (hereinafter referred to as "this Incentive Plan"). This Firm's lawyers have issued this legal opinion based on the Company Law of the People's Republic of China, the Securities Law of the People's Republic of China, and other relevant laws and regulations, as well as the Management Measures for Equity Incentives of Listed Companies issued by the China Securities Regulatory Commission (hereinafter referred to as "CSRC"). The lawyers have conducted thorough verification of the legality, compliance, authenticity, and effectiveness of the Company's actions and the documents related to this Incentive Plan, ensuring that this legal opinion does not contain any false records, misleading statements, or significant omissions.
Part Two: Main Text of the Legal Opinion
Definitions
Unless otherwise specified, the following terms used in this legal opinion have the meanings ascribed to them:
- Hengmingda, Company: Refers to Suzhou Hengmingda Electronics Technology Co., Ltd.
- This Incentive Plan: Refers to the 2026 Stock Option Incentive Plan of Suzhou Hengmingda Electronics Technology Co., Ltd.
- This Legal Opinion: Refers to the legal opinion issued by Beijing Zhonglun Law Firm regarding the 2026 Stock Option Incentive Plan (Draft).
- This Firm: Refers to Beijing Zhonglun Law Firm.
- 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: Refers to the Management Measures for Equity Incentives of Listed Companies.
- Regulatory Guidelines: Refers to the Self-Regulatory Guidelines for Listed Companies of the Shenzhen Stock Exchange.
- Listing Rules: Refers to the Stock Listing Rules of the Shenzhen Stock Exchange.
- Articles of Association: Refers to the Articles of Association of Suzhou Hengmingda Electronics Technology Co., Ltd.
- CSRC: Refers to the China Securities Regulatory Commission.
- SZSE: Refers to the Shenzhen Stock Exchange.
- Yuan: Refers to Renminbi Yuan.
I. Qualification of the Incentive Plan
- The Company is a joint-stock limited company established in accordance with the law and listed on the Shenzhen Stock Exchange.
- According to the materials provided by the Company and verified by this Firm's lawyers, the Company was established through a comprehensive change.
- The Company was approved for its initial public offering by the CSRC and listed on the Shenzhen Stock Exchange on February 2019, with the stock abbreviation "Hengmingda" and stock code "002947".
- As of the date of this legal opinion, the Company holds a business license issued by the Suzhou Data Bureau with the unified social credit code 913205835794960677, with the following registration information:
| Type | Address | Legal Representative | Registered Capital | Date of Establishment | Business Term | Business Scope |
|---|---|---|---|---|---|---|
| Joint-stock Limited Company (Listed) | No. 1568, Shipaida Road, Bancheng Town, Kunshan City | Jing Tianping | 256,209,336 Yuan | July 27, 2011 | From July 27, 2011 to long-term | Research, design, processing, production, and sales of electronic materials and devices, insulation materials and devices, optical materials and devices, nanomaterials and devices, precision structural parts, and paper products; import and export of goods and technology; printing of packaging and decoration printed matter (within the scope approved by the printing license) (excluding projects that require prior approval, restricted operations, or prohibited operations as stipulated by laws and administrative regulations) |