Beijing Zhongyin Law Firm's Legal Opinion on Nanjing Quanxin Transmission Technology Co., Ltd.'s 2026 Restricted Stock Incentive Plan (Draft)

Legal Opinion

Table of Contents

Explanations 3

Part One Introduction 5

Part Two Main Body 6

I. Company's Qualification to Implement This Incentive Plan 6

(I) Basic Company Information 6

(II) Company Does Not Have Any Circumstances Prohibiting Equity Incentives 7

II. Main Content of This Incentive Plan 8

(I) Purpose of This Incentive Plan 8

(II) Basis and Scope of Determination of Incentive Recipients 9

1. Basis for Determining Incentive Recipients 9

(1) Legal Basis 9

(2) Position Basis 9

1. Scope of Incentive Recipients 10

(1) Number of Incentive Recipients 10

(2) Circumstances Where Incentive Recipients Are Not Permitted 10

(3) Verification of Incentive Recipients 11

(III) Source, Quantity, and Allocation of Underlying Shares Involved in This Incentive Plan 11

1. Source of Underlying Shares 11

2. Quantity of Underlying Shares 11

3. Allocation of Restricted Shares Granted to Incentive Recipients 12

(IV) Validity Period and Grant Date, Vesting Date, Vesting, and Lock-up Period Arrangements for This Incentive Plan 13

1. Validity Period of This Incentive Plan 13

2. Grant Date of This Incentive Plan 13

3. Vesting Arrangements for This Incentive Plan 14

(1) Vesting Arrangements 14

(2) Vesting Proportion Arrangements 14

1. Lock-up Period for This Incentive Plan 15

(V) Grant Price and Determination Method of Restricted Shares 16

1. Grant Price 16

2. Determination Method 16

(1) Determination Method of Grant Price for First Grant of Restricted Shares 16

(2) Determination Method of Grant Price for Reserved Restricted Shares 16

(VI) Conditions for Incentive Recipients to Obtain Equity 17

1. Grant Conditions 17

(1) Company Has Not Experienced Any of the Following Circumstances 17

(2) Incentive Recipients Have Not Experienced Any of the Following Circumstances 18

1. Vesting Conditions 18

(1) Company Has Not Experienced Any of the Following Circumstances 18

(2) Incentive Recipients Have Not Experienced Any of the Following Circumstances 19

1. Performance Assessment Requirements 19

(1) Company Performance Assessment Requirements 19

(2) Individual Performance Assessment Requirements 20

(VII) Implementation Procedures of This Incentive Plan 21

(VIII) Adjustment Methods and Procedures of This Incentive Plan (Draft) 21

(IX) Other Provisions of This Incentive Plan (Draft) 21

1. Accounting Treatment of Restricted Shares 21

2. Handling of Company and Incentive Recipient Changes 22

3. Rights and Obligations of Company and Incentive Recipients 22

Implementation Procedures Involved in This Incentive Plan

(I) Procedures Already Completed 22

(II) Procedures Yet to Be Completed 23

IV. Information Disclosure Obligations Involved in This Incentive Plan 24

V. Company Has Not Provided Financial Assistance to Incentive Recipients 24

VI. Impact of This Incentive Plan on the Company and All Shareholders 24

VII. Recusal of Directors Who Are or Are Related to Incentive Recipients 25

VIII. Conclusion 25

Explanations

The following terms have the meanings set forth below unless otherwise specified in this document: