Legal Opinion
To: Shenzhen Xinyuan Material Technology Co., Ltd.
Beijing Zhonglun (Shenzhen) Law Firm (hereinafter referred to as "this firm") has been entrusted by Shenzhen Xinyuan Material Technology Co., Ltd. (hereinafter referred to as "the company" or "Xinyuan Material") to issue this legal opinion regarding the cancellation of certain restricted stocks under the 2023 Restricted Stock Incentive Plan (hereinafter referred to as "this incentive plan"). This opinion is based on the relevant provisions of 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 Management Measures"), and other applicable laws and regulations, as well as the Articles of Association of Shenzhen Xinyuan Material Technology Co., Ltd. (hereinafter referred to as "the Articles of Association").
In preparing this legal opinion, this firm has conducted a review of the relevant facts and legal matters concerning the cancellation of the stocks involved, in accordance with the current laws and regulations of the People's Republic of China (hereinafter referred to as "China," excluding the Hong Kong Special Administrative Region, the Macao Special Administrative Region, and Taiwan for the purposes of this legal opinion).
Legal Opinion
This firm has reviewed the necessary documents, including those provided by the company related to this incentive plan, and has based its legal opinion on facts that have occurred or existed prior to the issuance date of this legal opinion, as well as the relevant provisions of current laws and regulations and the Articles of Association. This firm only expresses opinions on legal issues related to the cancellation and does not provide opinions on the reasonableness of the stock value, assessment criteria, or other non-legal professional matters related to the incentive plan.
When citing relevant financial data or conclusions in this legal opinion, this firm has exercised necessary due diligence; however, such citations should not be construed as any express or implied guarantee of the truthfulness and accuracy of such data or conclusions. For facts that are crucial to the issuance of this legal opinion but cannot be independently verified, this firm relies on statements or certificates issued by relevant government departments, the company, or other relevant entities or individuals.
The issuance of this legal opinion is based on the following assurances from the company:
- The documents provided to this firm and its lawyers, including company seals and signatures of relevant personnel, are true and valid, and the necessary authorizations have been obtained.
- The documents provided to this firm and its lawyers are true, accurate, and complete, and the content recorded in these documents is comprehensive, accurate, and truthful; copies of these documents are consistent with the originals.
- The written statements, explanations, confirmations, and commitments made by the company and relevant personnel to this firm and its lawyers are true, accurate, comprehensive, and complete, with no falsehoods, significant omissions, or misleading information.
- The documents and materials provided by the company to this firm and its lawyers are consistent with those obtained from the original providers and have not been altered, reduced, omitted, or concealed in any form, and the company has provided or disclosed other supplementary documents or information as reasonably requested by this firm and its lawyers to avoid any inaccuracies, incompleteness, or lack of comprehensiveness affecting their reasonable understanding, judgment, and citation of these documents.