Fujian Zhili Law Firm
Legal Opinion on the Granting of the First Phase Equity Incentive Plan of Fujian Hengda New Material Co., Ltd.
To: Fujian Hengda New Material Co., Ltd.
Min Li Fei Su Zi [2026] No. 018-02
Pursuant to the "Special Legal Business Service Agreement" signed between Fujian Hengda New Material Co., Ltd. (hereinafter referred to as the Company or Hengda) and Fujian Zhili Law Firm (hereinafter referred to as the Firm), the Firm was entrusted by Hengda to appoint lawyers Jiang Hao and Xie Ting (hereinafter referred to as the Firm's lawyers) as the special legal advisor for Hengda's First Phase Equity Incentive Plan (hereinafter referred to as the Current Incentive Plan or the Incentive 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" issued by the China Securities Regulatory Commission (hereinafter referred to as the CSRC) (CSRC Order No. 227, hereinafter referred to as the "Measures"), the "Shenzhen Stock Exchange GEM Listed Company Self-Regulatory Supervision Guidelines No. 1 - Business Handling (2025 Revision)" issued by the Shenzhen Stock Exchange (hereinafter referred to as the SZSE) (Shenzhen Stock Exchange [2025] No. 398, hereinafter referred to as the "Supervision Guidelines"), and other relevant laws, regulations, rules, and normative documents, as well as the "Articles of Association of Fujian Hengda New Material Co., Ltd." (hereinafter referred to as the "Articles of Association"), the "First Phase Equity Incentive Plan (Draft Amendment) of Fujian Hengda New Material Co., Ltd." (hereinafter referred to as the "Incentive Plan Draft"), in accordance with the business standards, ethical norms, and diligent and conscientious spirit universally recognized in the legal profession, the Firm hereby issues this Legal Opinion.