Legal Opinion on Adjustments to Incentive Plans and Employee Stock Ownership Plan Pricing by CATL
To: Contemporary Amperex Technology Co. Limited (CATL)
Shanghai LINKS Law Offices (hereinafter referred to as "the Firm") has been retained by Contemporary Amperex Technology Co. Limited (hereinafter referred to as "CATL" or "the Company") as its special legal counsel. The Firm's lawyers, Cai Ruosi and Xiong Xing (hereinafter collectively referred to as "the Firm's lawyers"), have been appointed as special legal counsel to the Company. This legal opinion is issued regarding the adjustments to the exercise prices of stock options and the grant prices of restricted stock units under the "2021 Stock Option and Restricted Stock Unit Incentive Plan" (hereinafter referred to as the "2021 Incentive Plan"), the "2022 Stock Option and Restricted Stock Unit Incentive Plan" (hereinafter referred to as the "2022 Incentive Plan"), and the "2023 Restricted Stock Unit Incentive Plan" (hereinafter referred to as the "2023 Incentive Plan") (collectively referred to as the "Incentive Plans"), as well as the adjustment to the purchase price of the "2026 A-Share Employee Stock Ownership Plan" (hereinafter referred to as the "Employee Stock Ownership Plan") (collectively referred to as "the Current Adjustments"). This 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 (hereinafter referred to as the "Securities Law"), the Administrative Measures for Equity Incentives of Listed Companies (hereinafter referred to as the "Measures"), the Guiding Opinions on the Pilot Implementation of Employee Stock Ownership Plans by Listed Companies (hereinafter referred to as the "Guiding Opinions"), the Shenzhen Stock Exchange Listed Company Self-Regulatory Supervision Guideline No. 2 – Norms for Operation of Companies on the ChiNext Market (hereinafter referred to as the "Supervision Guideline No. 2"), and other laws, administrative regulations, and normative documents (collectively referred to as "Laws, Regulations, and Normative Documents"), as well as the "2021 Stock Option and Restricted Stock Unit Incentive Plan" (hereinafter referred to as the "2021 Incentive Plan"), the "2022 Stock Option and Restricted Stock Unit Incentive Plan" (hereinafter referred to as the "2022 Incentive Plan"), the "2023 Restricted Stock Unit Incentive Plan" (hereinafter referred to as the "2023 Incentive Plan"), and the "2026 A-Share Employee Stock Ownership Plan" (hereinafter referred to as the "Employee Stock Ownership Plan").
The Firm and its lawyers have fulfilled their statutory duties, acted diligently and in good faith, and conducted thorough investigations and verifications in accordance with the Securities Law, the Administrative Measures for Securities Legal Business of Law Firms, and the Practice Rules for Securities Legal Business of Law Firms (Trial Implementation), and based on facts that have occurred or exist prior to the issuance of this legal opinion. The Firm guarantees that the facts identified in this legal opinion are true, accurate, and complete, and that the conclusions expressed are legal and accurate, without any false records, misleading statements, or material omissions, and the Firm assumes corresponding legal liabilities.
25SH3100019/RC/jwj/cm/D2
SHANGHAI BEIJING SHENZHEN HONG KONG LONDON
Legal Opinion
The Firm has obtained the following representations from the Company prior to issuing this legal opinion: (1) The Company has provided the Firm with all original written materials or copies thereof, or oral statements, required for the issuance of this legal opinion, and all such documents, materials, or statements are true, complete, and accurate; (2) The Company has provided or disclosed to the Firm all facts relevant to the issuance of this legal opinion, and all such facts are true, accurate, and complete; (3) The signatures and seals on all documents and materials submitted by the Company to the Firm are genuine and correct, the statements made by relevant personnel of the Company during the Firm's investigation and verification are true and effective, and the copies of relevant documents and materials provided are consistent with the originals; (4) All signatories of the documents and materials submitted by the Company to the Firm have full capacity for civil conduct, and their signatures have been duly authorized and are effective.