Legal Opinion
Table of Contents
Definitions
In this Legal Opinion, unless otherwise specified by the context, the following abbreviations represent the full terms or meanings:
| Abbreviation | Full Term or Meaning |
|---|---|
| Company, Zhiyun Shares | Dalian Zhiyun Automation Equipment Co., Ltd. |
| Articles of Association | Articles of Association of Dalian Zhiyun Automation Equipment Co., Ltd. |
| Legal Opinion | Legal Opinion of Shanghai Allbright Law Offices on the 2026 Restricted Stock Incentive Plan (Draft) of Dalian Zhiyun Automation Equipment Co., Ltd. |
| Incentive Plan (Draft) | 2026 Restricted Stock Incentive Plan (Draft) of Dalian Zhiyun Automation Equipment Co., Ltd. |
| This Incentive Plan | 2026 Restricted Stock Incentive Plan of Dalian Zhiyun Automation Equipment Co., Ltd. |
| Company Law | Company Law of the People's Republic of China |
| Securities Law | Securities Law of the People's Republic of China |
| Management Measures | Management Measures for Equity Incentives of Listed Companies |
| Listing Rules | Shenzhen Stock Exchange GEM Stock Listing Rules |
| Regulatory Guidance No. 1 | Shenzhen Stock Exchange GEM Listed Company Self-Regulatory Guidance No. 1 - Business Operations |
| China | The territory of the People's Republic of China, excluding the Hong Kong Special Administrative Region, the Macao Special Administrative Region, and Taiwan |
| CSRC | China Securities Regulatory Commission |
| SZSE | Shenzhen Stock Exchange |
| Allbright | Shanghai Allbright Law Offices |
| This Law Firm's Lawyers | Lawyers of Shanghai Allbright Law Offices |
| Currency Unit | Meaning |
|---|---|
| RMB | The legal currency of China, in Renminbi: RMB |
Note: If the total in this Legal Opinion does not match the sum of its sub-items due to rounding, it is due to rounding.
Section 1 Lawyer's Statement
Allbright hereby makes the following statement in issuing this Legal Opinion:
I. Allbright and its lawyers, in accordance with the relevant provisions of laws, regulations, and normative documents such as the Company Law, the Securities Law, the Administrative Measures for Securities Law Firms Engaging in Securities Legal Business, and the Practice Rules for Securities Legal Business of Law Firms, and based on facts that have occurred or exist as of the date of issuance of this Legal Opinion, have strictly performed their statutory duties, adhered to the principles of diligence and good faith, conducted thorough verification, and ensured that the facts identified in this Legal Opinion are true, accurate, and complete. The conclusions made are legal and accurate, free from any false records, misleading statements, or material omissions, and Allbright assumes corresponding legal responsibilities.
II. During the process of conducting relevant investigations, collecting information, and reviewing documents, the lawyers of this firm have obtained the following assurances from the Company: The Company has provided this firm's lawyers with all original written materials, duplicate materials, copies, written statements, or oral testimony that this firm's lawyers deem necessary for issuing this Legal Opinion. The Company has not concealed, omitted, made false statements, or provided misleading information when providing documents to this firm's lawyers. Signatures and seals on the provided documents are authentic. For duplicate or copied materials, all duplicates or copies are consistent with the originals.
III. This Legal Opinion issued by Allbright is for the sole purpose of the Company's current restricted stock incentive plan. Without the prior written consent of Allbright, it shall not be used for any other purpose. Allbright agrees to use this Legal Opinion as a necessary legal document for the Company's incentive plan to be submitted to the securities regulatory authorities, and to submit it along with other materials, and is willing to assume corresponding legal responsibilities.