Legal Opinion
To: Shenzhen Xintian Technology Co., Ltd.
Zhejiang Tiance (Shenzhen) Law Firm (hereinafter referred to as "this firm") has been entrusted by Shenzhen Xintian Technology Co., Ltd. (hereinafter referred to as "Xintian Technology" or "the Company") to act as the special legal advisor for the implementation of the 2023 Equity Incentive Plan (hereinafter referred to as "this incentive plan"). This firm issues this legal opinion 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 Administrative Measures"), and other legal, administrative regulations, departmental rules, and normative documents (hereinafter referred to as "laws and regulations"), as well as the Articles of Association of Shenzhen Xintian Technology Co., Ltd. (hereinafter referred to as "the Articles of Association") and the draft of the 2023 Equity Incentive Plan (hereinafter referred to as "the Draft Incentive Plan"). This legal opinion addresses the repurchase and cancellation of certain restricted stocks (hereinafter referred to as "this repurchase and cancellation"), the invalidation of certain granted but unvested restricted stocks, and the cancellation of certain granted but unexercised stock options (hereinafter referred to as "this invalidation and cancellation") (collectively referred to as "this related matter").
To issue this legal opinion, the lawyers of this firm have conducted verification and validation of the documents and facts related to the Company and this related matter in accordance with the requirements of relevant laws, administrative regulations, normative documents, and the business rules of this firm, adhering to the principles of prudence and materiality. The lawyers of this firm make the following statements regarding this legal opinion:
-
The issuance of this legal opinion has been assured by the Company as follows: The documents and materials provided to this firm by the Company and the statements and explanations made are true, accurate, complete, and valid, and all facts and documents that could affect this legal opinion have been disclosed to this firm without any concealment or significant omissions; all signatures and seals in the documents provided by the Company are authentic, and the copies, photocopies, or faxed documents are consistent with the originals.
-
The lawyers of this firm have expressed legal opinions based on facts that have occurred or existed prior to the date of this legal opinion and the officially published and implemented provisions of the Company Law, Securities Law, Administrative Measures, and other relevant regulations, based on their understanding of the relevant facts and regulations.
-
For facts that are crucial to this legal opinion but cannot be supported by independent evidence, the lawyers of this firm rely on certification documents issued by relevant government departments, Xintian Technology, or other relevant units, as well as publicly accessible information from competent authorities as the basis for preparing this legal opinion.
-
This firm and the handling lawyers have strictly fulfilled their statutory duties in accordance with the provisions of the Securities Law, the Management Measures for Securities Legal Services by Law Firms, and the Trial Implementation Rules for Securities Legal Services by Law Firms, and have conducted sufficient verification and validation, ensuring that the facts recognized in this legal opinion are true, accurate, and complete, and that the conclusive opinions expressed are legal and accurate, without any false records, misleading statements, or significant omissions, and bear corresponding legal responsibilities.
-
This legal opinion is only for the purpose of this related matter of Xintian Technology and shall not be used for any other purpose without the prior written consent of this firm. This legal opinion does not constitute any investment advice to the listed company, and this firm and its lawyers bear no responsibility for any investment risks arising from any investment decisions made by investors based on this legal opinion.