Hylands Law Firm Legal Opinion
Beijing Hylands Law Firm Regarding Jiangsu Zhongqi Technology Co., Ltd. Legal Opinion on the Fulfillment of Conditions for the First Tranche of Restricted Stock Units under the 2025 Equity Incentive Plan
To: Jiangsu Zhongqi Technology Co., Ltd.
Beijing Hylands Law Firm (hereinafter referred to as "the Firm" or "Hylands") is qualified to practice in the People's Republic of China (hereinafter referred to as "China," which for the purpose of this legal opinion excludes the Hong Kong Special Administrative Region, the Macao Special Administrative Region, and Taiwan) and is engaged in Chinese legal business.
The Firm, entrusted by Jiangsu Zhongqi Technology Co., Ltd. (hereinafter referred to as "the Company" or "Zhongqi Shares"), acted as the special legal advisor for the implementation of the Company's 2025 Restricted Stock Incentive Plan. The Firm's lawyers have issued the "Legal Opinion of Beijing Hylands Law Firm on the 2025 Restricted Stock Incentive Plan (Draft) of Jiangsu Zhongqi Technology Co., Ltd.," "Legal Opinion of Beijing Hylands Law Firm on the Adjustment and First Grant of the 2025 Restricted Stock Incentive Plan of Jiangsu Zhongqi Technology Co., Ltd.," "Legal Opinion of Beijing Hylands Law Firm on the Adjustment of Incentive Objects and Grant Numbers for the 2025 Restricted Stock Incentive Plan of Jiangsu Zhongqi Technology Co., Ltd.," "Legal Opinion of Beijing Hylands Law Firm on the Grant of Reserved Portion of the 2025 Restricted Stock Incentive Plan of Jiangsu Zhongqi Technology Co., Ltd.," "Legal Opinion of Beijing Hylands Law Firm on the Repurchase and Cancellation of Part of the Restricted Stock of the 2025 Restricted Stock Incentive Plan of Jiangsu Zhongqi Technology Co., Ltd.," and "Legal Opinion of Beijing Hylands Law Firm on the Amendment of the 2025 Restricted Stock Incentive Plan of Jiangsu Zhongqi Technology Co., Ltd." in accordance with the currently effective laws, administrative regulations, departmental rules, and normative documents of China. Now, the Firm's lawyers issue this legal opinion on the fulfillment of the conditions for the first tranche of restricted stock unit releases under the Company's 2025 Restricted Stock Incentive Plan.
In issuing this legal opinion, the Firm declares as follows:
- The Firm's lawyers have, 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" (hereinafter referred to as the "Listing Rules"), the "Shenzhen Stock Exchange GEM Listed Company Supervision and Administration Guide No. 1 - Business Handling" (hereinafter referred to as the "Supervision Guide"), the "Administrative Measures for Securities Legal Business of Law Firms," and the "Practice Rules for Securities Legal Business of Law Firms," strictly performed their statutory duties, adhered to the principles of diligence, responsibility, and good faith, and reviewed the facts related to the approval and authorization of the grant of the reserved portion of the equity incentive plan, the grant date, the fulfillment of grant conditions, and other related matters. The Firm has reviewed the "2025 Restricted Stock Incentive Plan (Draft) of Jiangsu Zhongqi Technology Co., Ltd.," the "2025 Restricted Stock Incentive Plan Performance Assessment and Management Measures of Jiangsu Zhongqi Technology Co., Ltd.," the "List of Incentive Objects for the 2025 Restricted Stock Incentive Plan of Jiangsu Zhongqi Technology Co., Ltd.," relevant shareholder meeting documents, board of directors' documents, supervisory board's documents, and remuneration and assessment committee documents for 2024, 2025, and 2026, as well as other documents deemed necessary by the Firm's lawyers. The Firm has conducted thorough verification and validation to ensure that the facts determined in this legal opinion are true, accurate, and complete, that the conclusions expressed are legal and accurate, and that there are no false records, misleading statements, or significant omissions, and the Firm assumes corresponding legal liability.