Beijing Tianyuan Law Firm
Beijing Tianyuan Law Firm, Unit 509, International Enterprise Building A, 35 Financial Street, Xicheng District, Beijing, Zip Code: 100033
Legal Opinion No. Jing Tian Gu Zi (2026) No. 171-3
To: Shenzhen Boke New Materials Co., Ltd.
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 2026 Restricted Stock Incentive Plan (hereinafter referred to as "this incentive plan" or "this plan") and to issue this legal opinion. 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 Business by Law Firms", "Management Measures for Equity Incentives of Listed Companies" (hereinafter referred to as "Management Measures"), "Listing Rules of the Shenzhen Stock Exchange for Growth Enterprises" (hereinafter referred to as "Listing Rules"), "Self-Regulatory Guidelines No. 1 for Growth Enterprise Listed Companies" (hereinafter referred to as "Regulatory Guidelines No. 1"), and other laws, regulations, and relevant provisions of the China Securities Regulatory Commission (hereinafter referred to as "CSRC"), as well as facts that have occurred or existed prior to the issuance date of this legal opinion. In accordance with the recognized business standards, ethical norms, and the spirit of diligence and responsibility in the legal profession, this legal opinion is issued.
To issue this legal opinion, the lawyers of this firm reviewed the company's announcement of the "Shenzhen Boke New Materials Co., Ltd. 2026 Restricted Stock Incentive Plan (Draft)" (hereinafter referred to as "Incentive Plan") and other documents deemed necessary for review by the lawyers of this firm, and verified and validated the relevant facts.