Legal Opinion from Shanghai Junlan Law Firm
To: Delian Technology Co., Ltd.
Shanghai Junlan Law Firm (hereinafter referred to as "this Firm") has been entrusted by Delian Technology Co., Ltd. (hereinafter referred to as "the Company" or "Delian Technology") to issue this legal opinion regarding the adjustments to the grant price of the 2025 Restricted Stock Incentive Plan, the cancellation of certain restricted stocks, and the achievement of vesting conditions for the first grant period (hereinafter referred to as "this adjustment, cancellation, and vesting"). This opinion is issued in accordance with the "Administrative Measures for Equity Incentives of Listed Companies" (hereinafter referred to as "the Measures"), the "Listing Rules of the Shenzhen Stock Exchange GEM" (hereinafter referred to as "the Listing Rules"), the "Self-Regulatory Guidelines No. 1 for GEM Listed Companies" (hereinafter referred to as "the Regulatory Guidelines"), and the provisions of the "2025 Restricted Stock Incentive Plan of Delian Technology Co., Ltd." (hereinafter referred to as "the Incentive Plan" or "this Incentive Plan").
The lawyers of this Firm declare as follows regarding this legal opinion:
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The lawyers have strictly fulfilled their statutory duties in accordance with the "Securities Law of the People's Republic of China," the "Measures for the Management of Securities Legal Services by Law Firms," and the "Trial Implementation Rules for Securities Legal Services by Law Firms," as well as the facts that have occurred or existed prior to the issuance date of this legal opinion. They have adhered to the principles of diligence and good faith, conducted thorough verification, and ensured that the facts recognized in this legal opinion are true, accurate, and complete, and that the conclusions drawn are legal and accurate, without any false records, misleading statements, or significant omissions, and bear corresponding legal responsibilities.
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This Firm has received the following assurances from Delian Technology: Delian Technology has provided all necessary documents for issuing this legal opinion, all documents are true, complete, legal, and valid, all copies or reproductions of documents are consistent with the originals, and all signatures and seals on the documents are authentic; all facts and documents that could affect the legal judgment of this Firm's lawyers have been disclosed, with no concealment, misleading, or omissions.
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This Firm only expresses opinions on the legal matters related to the Company's adjustments, cancellations, and vesting, and does not comment on the reasonableness of the equity value, assessment standards, or other professional matters involved in this adjustment, cancellation, and vesting. This Firm and the handling lawyers do not have the legal qualifications to verify and make judgments on such professional matters. The references to reports, data, or contents of accounting reports and audit reports related to these professional matters in this legal opinion do not imply any express or implied guarantees regarding the authenticity and validity of these referenced contents. This legal opinion is only for the purpose of this adjustment, cancellation, and vesting and may not be used for any other purpose. The lawyers of this Firm agree to use this legal opinion as a necessary legal document for Delian Technology's adjustment, cancellation, and vesting, to be disclosed to the public along with other materials, and shall bear legal responsibility for the opinions issued.
I. Approval and Authorization of This Adjustment, Cancellation, and Vesting
On March 28, 2025, the first meeting of the Compensation and Assessment Committee of the Company's fourth board of directors reviewed and approved the proposals regarding the "Draft of the 2025 Restricted Stock Incentive Plan of Delian Technology Co., Ltd." and its summary, the "Implementation Assessment Management Measures of the 2025 Restricted Stock Incentive Plan," and the "Verification of the List of Incentive Objects for the First Grant of the 2025 Restricted Stock Incentive Plan."