Legal Opinion from Beijing Tianyuan Law Firm
Beijing Tianyuan Law Firm
Unit 509, International Enterprise Building A, 35 Financial Street, Xicheng District, Beijing, 100033
Beijing Tianyuan Law Firm (hereinafter referred to as "this Firm") has been entrusted by Shenzhen Boke New Materials Co., Ltd. (hereinafter referred to as "the Company" or "Boke New Materials") to act as the special legal advisor for the Company's 2023 Stock Incentive Plan (hereinafter referred to as "this Incentive Plan"). This opinion addresses the adjustments to the stock option exercise prices and quantities, the grant prices and quantities of restricted stocks (hereinafter referred to as "this Adjustment"), the achievement of the conditions for the third vesting period of restricted stocks and the third exercise period of stock options (hereinafter referred to as "this Vesting and Exercise"), the cancellation of certain unvested restricted stocks (hereinafter referred to as "this Cancellation"), and the termination of certain stock options (hereinafter referred to as "this Termination").
This Firm and the handling lawyers have issued this legal opinion based on the "Company Law of the People's Republic of China" (hereinafter referred to as "Company Law"), "Securities Law of the People's Republic of China" (hereinafter referred to as "Securities Law"), "Measures for the Administration of Securities Legal Services by Law Firms," "Administrative Measures for Equity Incentives of Listed Companies" (hereinafter referred to as "Administrative Measures"), "Self-Regulatory Guidelines No. 1 for the Listing Companies on the Shenzhen Stock Exchange's Growth Enterprise Market" and other relevant laws, regulations, and the provisions of the China Securities Regulatory Commission (hereinafter referred to as "CSRC") as of the date of this legal opinion. This opinion is issued in accordance with recognized business standards, ethical norms, and the spirit of diligence and responsibility in the legal profession.
To issue this legal opinion, the lawyers of this Firm reviewed the Company's announcement of the "Draft of the 2023 Stock Incentive Plan of Shenzhen Boke New Materials Co., Ltd." (hereinafter referred to as "Incentive Plan") and other documents deemed necessary for review, verifying and validating the relevant facts.
The lawyers of this Firm make the following statements:
- This Firm and the handling lawyers have strictly fulfilled their statutory duties based on the "Securities Law," "Measures for the Administration of Securities Legal Services by Law Firms," and "Trial Measures for the Practice of Securities Legal Services by Law Firms," and have conducted sufficient verification to ensure that the facts recognized in this legal opinion are true, accurate, and complete, and that the conclusions drawn are legal and accurate, with no false records, misleading statements, or significant omissions, and bear corresponding legal responsibilities.
- The lawyers of this Firm have diligently and prudently fulfilled their verification obligations using written reviews, inquiries, calculations, and rechecks in accordance with legally established business rules.
- The lawyers of this Firm have fulfilled the special duty of care required of legal professionals regarding legal matters and the general duty of care regarding other business matters.
- The lawyers of this Firm have relied on documents obtained directly from public institutions, such as state agencies, organizations with public affairs management functions, accounting firms, asset appraisal institutions, credit rating agencies, and notary institutions, and have fulfilled the special duty of care for legal matters and the general duty of care for other business matters; documents not obtained directly from public institutions have been verified and validated before being used as the basis for this legal opinion.
- This Firm agrees to use this legal opinion as a necessary legal document for the Company's vesting and exercise, cancellation, and termination, to be submitted or announced along with other materials, and bears corresponding legal responsibilities.
- This legal opinion is only for the purpose of the current grant and may not be used by anyone for any other purpose.