Grandall Law Firm (Shanghai)
Legal Opinion
Grandall Law Firm (Shanghai) Regarding Zhen'an Technology Co., Ltd.'s 2026 Restricted Stock Incentive Plan Grant Matters
To: Zhen'an Technology Co., Ltd.
Chapter 1: Introduction to the Legal Opinion
I. Basis for Issuing the Legal Opinion
Grandall Law Firm (Shanghai) (hereinafter referred to as the "Firm") has been retained by Zhen'an Technology Co., Ltd. (hereinafter referred to as "Zhen'an Technology" or the "Company") as the special legal advisor for the implementation of the 2026 Restricted Stock Incentive Plan (hereinafter referred to as the "Incentive Plan," "this Incentive Plan," or "this Plan").
In accordance with 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 "Measures"), the "Rules Governing Stock Listing on the ChiNext Market of the Shenzhen Stock Exchange" (hereinafter referred to as the "Listing Rules"), the "Shenzhen Stock Exchange ChiNext Market Listed Company Self-Regulatory Supervision Guide No. 1 - Business Handling" (hereinafter referred to as "Self-Regulatory Supervision Guide No. 1"), and other relevant laws, regulations, and normative documents, as well as the "Articles of Association of Zhen'an Technology Co., Ltd." (hereinafter referred to as the "Articles of Association"), and in accordance with the generally recognized business standards, ethical norms, and the spirit of diligence and responsibility of the legal profession, the Firm has investigated and verified the Company's relevant documents and existing facts to issue this Legal Opinion on the matters related to the grant of this Incentive Plan (hereinafter referred to as the "Grant").
II. Declarations in the Legal Opinion
The Firm and its lawyers issue this legal opinion in accordance with the relevant provisions of 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)" and based on facts that have occurred or existed prior to the issuance of this legal opinion, have strictly performed their statutory duties, adhered to the principles of diligence, conscientiousness, and good faith, conducted thorough investigations and verifications, and guarantee 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 shall bear corresponding legal responsibilities.
The Company guarantees that it has provided the Firm's lawyers with all necessary original written materials, duplicate materials, or oral statements required for the issuance of this Legal Opinion.
For facts that are crucial to this Legal Opinion but cannot be independently substantiated by evidence, the Firm's lawyers have relied on certification documents issued by relevant government departments, the issuer, or other relevant entities.
This Legal Opinion only expresses opinions on legal issues related to the Company's Incentive Plan and does not express opinions on the reasonableness of the valuation of the underlying shares, performance standards, or other aspects related to the Company's Incentive Plan, nor does it express opinions on accounting, financial, or other non-legal professional matters.
This Legal Opinion is intended solely for the purpose of the grant of this Incentive Plan. Without the Firm's written consent, no person may use it for any other purpose.
Chapter 2: Main Body of the Legal Opinion
I. Approval and Authorization for the Grant
(I) Approval of the Company's Equity Incentive Plan