Legal Opinion
To: Runze Smart Computing Technology Group Co., Ltd.
From: Zhong Lun (Chongqing) Law Firm
Date: April 2026
Subject: Legal Opinion on the Achievement of the First Vesting Period/Vesting Conditions, Adjustment of Repurchase/Vesting Price, and Repurchase and Cancellation/Write-off of Part of Restricted Shares for the 2023 Restricted Share Incentive Plan of Runze Smart Computing Technology Group Co., Ltd.
Zhong Lun (Chongqing) Law Firm (hereinafter referred to as "the Firm") has been engaged by Runze Smart Computing Technology Group Co., Ltd. (hereinafter referred to as "Runze Technology" or "the Company") as the special legal counsel for matters related to the Company's 2023 Restricted Share Incentive Plan (hereinafter referred to as the "Incentive Plan" or "this Incentive Plan").
The Firm's lawyers, in accordance with 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 "Shenzhen Stock Exchange GEM Stock Listing Rules (2025 Revision)" and the "Shenzhen Stock Exchange GEM Listed Company Self-Regulatory Supervision Guidelines No. 1 - Business Handling (2026 Revision)" and other laws, regulations, and normative documents, as well as the provisions of the Articles of Association of Runze Smart Computing Technology Group Co., Ltd., have, in accordance with the generally accepted business standards, ethical norms, and diligence of the legal profession, audited and verified the relevant documents provided by the Company. This legal opinion is hereby issued regarding the achievement of the first vesting period/vesting conditions for this Incentive Plan (hereinafter referred to as "Achievement of this Vesting/This Vesting Condition"), the adjustment of the repurchase/vesting price (hereinafter referred to as "This Price Adjustment"), and the repurchase and cancellation/write-off of part of the restricted shares (hereinafter referred to as "This Repurchase and Cancellation/This Write-off").
For the purpose of issuing this legal opinion, the Firm's lawyers have, in accordance with the provisions of relevant laws, regulations, and normative documents and the requirements of the Firm's business rules, conducted verifications and validations based on the principles of prudence and materiality of the relevant documents and materials for this Incentive Plan.
Declarations by the Firm's Lawyers
Regarding this legal opinion, the Firm's lawyers make the following declarations:
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During the course of their work, the Firm's lawyers have received assurances from Runze Technology that the Company has provided the Firm's lawyers with all original written materials, copies, scanned documents, and oral statements deemed necessary by the Firm's lawyers for the preparation of this legal opinion. The documents and materials provided are true, accurate, and complete, and contain no omissions, falsehoods, or material misrepresentations.
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The Firm's lawyers express their legal opinions based on facts that have occurred or existed prior to the date of issuance of this legal opinion, and in accordance with the "Company Law," "Securities Law," and other current laws, regulations, normative documents of the People's Republic of China, and relevant regulations of the China Securities Regulatory Commission (hereinafter referred to as the "CSRC").
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For facts that are crucial to this legal opinion but cannot be independently verified, the Firm's lawyers rely on documentary evidence issued by relevant government departments, the Company, or other relevant entities, as well as information publicly available from competent authorities, as the basis for preparing this legal opinion.