Beijing Deheng Law Offices
Regarding the Adjustment of the Number of Participants in the 2025 Restricted Stock Incentive Plan of Smart Information Technology Co., Ltd., and the Cancellation of Part of the Unvested Second Tranche Restricted Stock, and the Fulfillment of the Conditions for the First Vesting Period
Legal Opinion
Deheng 01F20250476-04
To: Smart Information Technology Co., Ltd.
Pursuant to the "Special Legal Services Agreement" signed between our firm and Smart Information Technology Co., Ltd., our firm, as the specially appointed legal advisor for Smart Information Technology's 2025 Restricted Stock Incentive Plan, hereby issues this legal opinion on the company's adjustment and vesting matters in accordance with the relevant provisions of the "Company Law," "Securities Law," "Administrative Measures," "Self-Regulatory Guidelines," and other laws, regulations, departmental rules, normative documents, and the "Articles of Association."
In issuing this legal opinion, our firm makes the following statements:
(I) Our lawyers base their legal opinion on facts that have occurred or exist prior to the issuance of this legal opinion and on the provisions of relevant laws, administrative regulations, and documents issued by the China Securities Regulatory Commission.
(II) Our firm and the handling lawyers have strictly performed their statutory duties in accordance with the "Securities Law," the "Administrative Measures for Law Firms Engaging in Securities Legal Business," and the "Practice Rules for Law Firms Engaging in Securities Legal Business (Trial)," and based on facts that have occurred or existed prior to the issuance of this legal opinion. We have 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. The conclusions expressed are legal and accurate, free from any false statements, misleading representations, or material omissions, and our firm assumes corresponding legal liability.
(III) During the course of this engagement, our lawyers have received assurances from Smart Information Technology that all legal documents and materials provided to our firm for the purpose of issuing this legal opinion (including but not limited to original written materials, copies, or oral statements) are complete, true, and valid. Furthermore, all facts have been disclosed to our firm without any concealment, omission, falsification, or misrepresentation. The copies or duplicates of the provided documents and materials are consistent with the originals, and the signatures and seals on these documents are authentic. The signatories of these documents have been legally authorized and have duly executed them.
(IV) Our lawyers express opinions solely on legal issues related to the company's adjustment and vesting matters. Our legal opinion is based solely on the current laws and regulations of the People's Republic of China. Our lawyers do not express opinions on the reasonableness of the valuation of the underlying shares, performance standards, or other non-legal professional matters related to this incentive plan. When citing financial data or conclusions in this legal opinion, our lawyers have exercised necessary diligence, but such citations should not be construed as an express or implied guarantee of the truthfulness and accuracy of such data or conclusions. For facts that are crucial to this legal opinion but cannot be independently verified, our lawyers rely on certificates, testimonies, or copies of documents issued or provided by relevant government departments, the company, or other relevant entities or individuals.
(V) Our lawyers agree that this legal opinion may be submitted to the Shenzhen Stock Exchange along with other materials as a mandatory legal document for Smart Information Technology's equity incentive plan for public announcement, and we shall be legally liable for this legal opinion.