Legal Opinion on the Adjustment of the 2023 Restricted Share and Stock Option Incentive Plan's Grant Price and Exercise Price, Fulfillment of Third Vesting Period Conditions and Third Exercise Period Conditions, and Cancellation of Part of Restricted Shares and Write-off of Part of Stock Options
To: Shenzhen Fab-Information Technology Co., Ltd.
From: JunZeJun Law Offices
Date: June 2026
This legal opinion is issued by JunZeJun Law Offices (Shanghai) at the request of Shenzhen Fab-Information Technology Co., Ltd. (hereinafter referred to as "the Company" or "Fab-Info") regarding the adjustment of the grant price and exercise price of the 2023 restricted share and stock option incentive plan, the fulfillment of the third vesting period conditions and the third exercise period conditions, and the cancellation of part of the restricted shares and write-off of part of the stock options.
Based on the Company's relevant documents and information provided, and in accordance with the laws, regulations, and normative documents such as the "Company Law of the People's Republic of China," "Securities Law of the People's Republic of China," "Guiding Opinions on Share Incentive Plans for Listed Companies" (hereinafter referred to as "Guiding Opinions"), "Management Measures for Share Incentive Plans of Listed Companies" (hereinafter referred to as "Management Measures"), and the Company's "2023 Restricted Share and Stock Option Incentive Plan" (hereinafter referred to as "Incentive Plan"), this legal opinion has been prepared.
This legal opinion is based on the information provided by the Company and publicly available information. The lawyers have reviewed the relevant documents and confirmed the facts.
I. Approval and Authorization for This Adjustment, Fulfillment of Vesting Conditions, Fulfillment of Exercise Conditions, and Cancellation/Write-off Matters
The Company has obtained the necessary approvals and authorizations for the current adjustment, fulfillment of vesting conditions, fulfillment of exercise conditions, and cancellation/write-off matters, in accordance with the "Management Measures," "Incentive Plan," and other relevant laws, regulations, and the "Articles of Association."
The procedures for the Company's adjustment, fulfillment of vesting conditions, fulfillment of exercise conditions, and cancellation/write-off matters comply with the "Management Measures," "Incentive Plan," and other relevant laws, regulations, and the "Articles of Association."
II. Fulfillment of Vesting Conditions for the Third Vesting Period of Restricted Shares
1. Background of the Third Vesting Period
The Company's 2025 Annual Shareholders' Meeting approved the "Proposal on the 2025 Annual Profit Distribution Plan and Capital Reserve to Share Capital Conversion Plan" and the "Proposal on Adjusting the 2023 Restricted Share and Stock Option Incentive Plan Grant Price and Exercise Price." The Company's 2025 annual profit distribution and capital reserve to share capital conversion plan was completed on May 26, 2026. According to the "Management Measures" and the "Incentive Plan," the second class of restricted shares granted under the incentive plan will be vested based on the incentive targets achieved in the second year.
2. Content of the Third Vesting Period Adjustment
1. Adjustment of Terms
According to the "Incentive Plan," the repurchase/exercise method for restricted shares and stock options upon vesting is as follows:
The method for repurchase/exercise upon vesting is:
P = P0-V
Where: P0 is the grant price before adjustment; V is the dividend per share; P is the exercise price after adjustment. After adjustment, P is greater than or equal to 1.
2. Adjustment of Results
The adjusted grant price and exercise price for the 2023 restricted share and stock option incentive plan are:
(1) Adjusted grant price of restricted shares: 7.23 yuan/share (7.28-0.050)
(2) Adjusted exercise price of stock options: 14.68 yuan/share (14.73-0.050)
The Company's implementation of this incentive plan has been approved by the first extraordinary general meeting of shareholders in 2023.