Guangdong Sundial Law Firm
Legal Opinion
Regarding Shenzhen Tongye Technology Co., Ltd.'s 2025 Restricted Stock Incentive Plan: Legal Opinion on the Achievement of Vesting Conditions for the First Vesting Period and Cancellation of Unvested Restricted Shares
Sundial Legal Opinion (2026) No. 091
To: Shenzhen Tongye Technology Co., Ltd.
Guangdong Sundial Law Firm (hereinafter referred to as "Sundial") has been appointed by Shenzhen Tongye Technology Co., Ltd. (hereinafter referred to as "Company" or "Tongye Technology") as special legal counsel for the 2025 Restricted Stock Incentive Plan project (hereinafter referred to as "This Incentive Plan" or "The Incentive Plan").
Sundial Law Firm, in accordance with the "Company Law," "Securities Law," "Management Measures," "Stock Listing Rules," "Self-Regulatory Guidelines," "Measures for Law Firms Engaging in Securities Legal Business," "Practice Rules for Securities Legal Business of Law Firms (Trial)," and other laws, regulations, normative documents, and the "Articles of Association" and the "Shenzhen Tongye Technology Co., Ltd. 2025 Restricted Stock Incentive Plan" (hereinafter referred to as the "Incentive Plan"), and in accordance with the generally accepted business standards, ethical norms, and diligence of the Chinese legal profession, hereby issues this "Legal Opinion" regarding the achievement of vesting conditions for the first vesting period of the Company's 2025 Restricted Stock Incentive Plan (hereinafter referred to as "This Vesting") and the cancellation of the second type of restricted shares that have been granted but not yet vested (hereinafter referred to as "This Cancellation").
To issue this "Legal Opinion," Sundial makes the following statements:
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This "Legal Opinion" is based on facts that have occurred or existed prior to the date of issuance, and on the understanding of relevant Chinese laws, regulations, and normative documents, as well as Sundial's understanding of the relevant facts and its interpretation of the relevant laws, regulations, and normative documents. For facts that are crucial to the issuance of this "Legal Opinion" but cannot be independently verified, Sundial relies on certificates or oral and written statements issued by relevant government departments, the Company, entities, or individuals.
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Sundial Law Firm has strictly performed its statutory duties, adhered to the principles of diligence and good faith, and conducted a thorough investigation and verification of the matters related to the Company's current vesting and cancellation, ensuring that the facts determined in this "Legal Opinion" are true, accurate, and complete, and that there are no false records, misleading statements, or material omissions.
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In the course of the investigation for the issuance of this "Legal Opinion," the Company has undertaken to Sundial that it has provided Sundial Law Firm with all necessary documents and materials for the issuance of this "Legal Opinion," and has made oral or written statements regarding relevant matters; that its documents and materials, and oral or written statements are true, accurate, complete, and valid, and that there are no omissions, false records, misleading statements, or material omissions; that the provided copies are consistent with the original materials or counterparts; that the signatures and seals on the provided documents and materials are genuine, and that the necessary legal procedures for signing such documents and materials have been completed, and legal authorization has been obtained.
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Sundial Law Firm expresses opinions solely on legal issues and does not comment on professional matters such as accounting, auditing, or asset valuation. When accounting, auditing, or asset valuation content is involved, it is cited strictly based on the reports issued by relevant intermediary agencies, and this does not imply any guarantee by Sundial Law Firm regarding the truthfulness and accuracy of such content.
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Sundial agrees that this "Legal Opinion" shall be an essential legal document for this Incentive Plan, to be submitted along with other application materials for reporting and public disclosure, and shall bear corresponding legal responsibilities for this "Legal Opinion" in accordance with the law.