Beijing Deheng (Hangzhou) Law Offices
Legal Opinion on Zhejiang Meili Technology Co., Ltd.'s 2026 Restricted Stock Incentive Plan (Draft)
To: Zhejiang Meili Technology Co., Ltd.
Beijing Deheng (Hangzhou) Law Offices has been retained by Zhejiang Meili Technology Co., Ltd. to provide specialized legal services for the company's proposed restricted stock incentive plan.
This Legal Opinion is issued in accordance with the "Company Law of the People's Republic of China," "Securities Law of the People's Republic of China," "Administrative Measures for Equity Incentives of Listed Companies," "Listing Rules of the Shenzhen Stock Exchange for Growth Enterprise Market," "Shenzhen Stock Exchange Growth Enterprise Market Listed Company Self-Regulatory Guidance No. 1 - Business Handling," and other relevant laws, regulations, and normative documents, as well as the Articles of Association of Zhejiang Meili Technology Co., Ltd.
Declarations of this Legal Opinion:
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Our firm and the signing lawyers of this Legal Opinion have strictly performed their statutory duties in accordance with the "Measures for the Administration of Securities Legal Business of Law Firms" and the "Practice Rules for Securities Legal Business of Law Firms (Trial)," and based on facts that have occurred or existed prior to the issuance date of this Legal Opinion, adhering to the principles of diligence and good faith. We have conducted thorough verification and guarantee that the facts determined in this Legal Opinion are true, accurate, and complete, and that the conclusions expressed are legal and accurate, with no false records, misleading statements, or material omissions, and we assume corresponding legal responsibility.
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To issue this Legal Opinion, our lawyers have reviewed the documents and materials provided by the company related to the issuance of this Legal Opinion, listened to the statements and explanations of relevant parties regarding the facts, and conducted necessary verifications and validations. The company guarantees to our lawyers that the information and documents provided (including but not limited to original written materials, copies, and oral information) are true, accurate, complete, and valid. Copies or duplicates of such materials are identical to their original materials or originals, and all signatures and seals on the documents are authentic, with no false records, misleading statements, or material omissions.
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Our lawyers have determined the legality and validity of matters based on the laws and regulations of China (for the purpose of this Legal Opinion, excluding the Hong Kong Special Administrative Region, the Macao Special Administrative Region, and Taiwan, China) that were applicable at the time of the event. For facts that are difficult to comprehensively investigate or for which independent evidence cannot be obtained due to objective limitations, our firm relies on certification documents issued by relevant government departments and other relevant institutions to issue this Legal Opinion.
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Our firm does not provide opinions on accounting, auditing, or other professional matters. The citation of certain data and conclusions in reports, statements, and other data within this Legal Opinion does not imply any express or implied guarantee by our firm regarding the truthfulness of such data and conclusions. Furthermore, our firm does not possess the legal qualifications to verify and make judgments on these contents.
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Our firm only expresses legal opinions on matters covered by this Legal Opinion. The issuance of this Legal Opinion does not represent or imply any form of guarantee by our firm for this incentive plan, nor does it express any opinion on the value of the underlying shares involved in this incentive plan.
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Our firm agrees that this Legal Opinion will be used as one of the essential legal documents for the company to implement this incentive plan, and will be filed or publicly disclosed along with other materials, and we will bear corresponding legal responsibilities for the issuance of this legal opinion.