Introduction
Shanghai Jintiancheng (Shenzhen) Law Firm (hereinafter referred to as "this firm") has been entrusted by Shenzhen Yingkerui Technology Co., Ltd. (hereinafter referred to as "Yingkerui" or "the Company") to act as the special legal advisor for the Company's 2026 restricted stock and stock option incentive plan (hereinafter referred to as "this incentive plan"). This legal opinion is issued in accordance with the Company Law of the People's Republic of China, the Securities Law of the People's Republic of China, the Management Measures for Equity Incentives of Listed Companies, the Listing Rules of the Shenzhen Stock Exchange's Growth Enterprise Market, and other relevant laws, regulations, and normative documents, as well as the current effective Articles of Association of Shenzhen Yingkerui Technology Co., Ltd. (hereinafter referred to as "the Articles of Association").
To issue this legal opinion, this firm declares as follows:
- This firm and its lawyers have strictly fulfilled their statutory duties in accordance with the Regulations on the Management of Securities Legal Services by Law Firms and the Trial Implementation Rules for Securities Legal Services by Law Firms, and have conducted sufficient verification based on facts that occurred or existed prior to the issuance date of this legal opinion, ensuring 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;
- The lawyers of this firm base their opinions on the applicable laws and regulations of China (for the purposes of this legal opinion, excluding the Hong Kong Special Administrative Region, Macao Special Administrative Region, and Taiwan) at the time of the occurrence of certain matters to determine their legality and validity. For facts related to this legal opinion that are difficult to comprehensively verify or cannot obtain independent evidence support due to objective limitations, the lawyers rely on certification documents issued by relevant government departments and other relevant institutions;
- This firm does not express opinions on accounting, auditing, or other professional matters. The references to certain data and conclusions in reports, statements, and data in this legal opinion do not imply any express or implied guarantee of the truthfulness of these data and conclusions, and this firm does not have the legal qualification to verify and make judgments on these contents;
- This firm only expresses legal opinions on matters involved in this legal opinion, and the issuance of this legal opinion does not represent or imply any form of guarantee by this firm regarding this incentive plan or any opinion on the value of the stocks involved in this incentive plan;
- This firm agrees to use this legal opinion as one of the necessary legal documents for the Company to implement this incentive plan, to be submitted or publicly disclosed along with other materials, and shall bear corresponding legal responsibilities for the legal opinions issued;
- This legal opinion is only for the purpose of the Company implementing this incentive plan and shall not be used for any other purpose.
Based on the above, the lawyers of this firm issue the following legal opinions in accordance with recognized business standards, ethical norms, and the spirit of diligence and responsibility in the legal profession: