Grandall Law Firm (Shanghai) Legal Opinion
Regarding the Adjustment of the Exercise Price, Achievement of Vesting Conditions for the First Tranche, and Forfeiture of Restricted Shares under Shanghai Ailuo Packaging Co., Ltd.'s 2024 Restricted Stock Incentive Plan
To: Shanghai Ailuo Packaging Co., Ltd.
Grandall Law Firm (Shanghai) (hereinafter referred to as "the Firm"), in accordance with the "Special Legal Services委托协议" signed with Shanghai Ailuo Packaging Co., Ltd., has appointed lawyers Ma Minying and Xie Jiahu as special legal advisors for Shanghai Ailuo Packaging Co., Ltd.'s 2024 Restricted Stock Incentive Plan.
The Firm's lawyers, in accordance with the relevant current provisions of laws, regulations, and normative documents such as the "Securities Law of the People's Republic of China," "Company Law of the People's Republic of China," "Measures for the Administration of Equity Incentives for Listed Companies," "Listing Rules of the Shenzhen Stock Exchange for GEM Companies," and "GEM Listed Company Self-Regulatory Guidance No. 1 - Business Handling" of the Shenzhen Stock Exchange, and in accordance with the requirements of the "Administrative Measures for Securities Legal Business of Law Firms" and the "Practice Rules for Securities Legal Business of Law Firms (Trial)," uphold the generally accepted business standards, ethical norms, and diligence of the legal profession to issue this legal opinion regarding the adjustment of the exercise price, the achievement of vesting conditions for the first tranche, and the forfeiture of restricted shares under the Company's 2024 Restricted Stock Incentive Plan.
Section 1 Lawyer's Statement Matters
Regarding this legal opinion, the Firm and its lawyers make the following statements:
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The Firm's lawyers express legal opinions based on facts that have occurred or existed prior to the issuance date of this legal opinion and the relevant provisions of Chinese laws, regulations, rules, and normative documents. These opinions are based on the lawyers' understanding of the facts and relevant laws. In this legal opinion, the Firm's lawyers determine whether certain matters or documents are legal and valid based on the laws and regulations applicable at the time such matters occurred.
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The Firm's lawyers have strictly performed their statutory duties, adhered to the principles of diligence and good faith, verified the relevant legal matters of this incentive plan, and confirmed that this legal opinion contains no false statements, misleading representations, or material omissions.
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To issue this legal opinion, the Firm's lawyers have reviewed the original, duplicate, or copies of the documents and materials provided by the listed company related to the issuance of this legal opinion, and have listened to relevant oral statements or explanations. The listed company's provision of relevant documents or statements and explanations is accompanied by the following guarantee: it has provided the Firm's lawyers with all legal documents and materials (including but not limited to original written materials, duplicate materials, or oral testimony) required for the issuance of this legal opinion, and these are all true, accurate, and complete. The duplicate or copy of the provided documents and materials is consistent with the original, and the signatures and seals on these documents and materials are authentic. The Firm's lawyers issue this legal opinion based on the aforementioned guarantee.
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For facts that cannot be comprehensively verified or independently evidenced due to objective limitations related to the issuance of this legal opinion, the Firm's lawyers rely on the certification documents issued by relevant government departments, other relevant units, or parties related to this incentive plan to issue this legal opinion.
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The Firm's lawyers only express opinions on legal issues related to this incentive plan and do not express opinions on accounting, auditing, or other professional matters. The citation of data and conclusions in this legal opinion does not imply any express or implied guarantee by the Firm regarding the truthfulness and accuracy of such data and conclusions. The Firm does not have the appropriate qualifications to review and evaluate the content of these documents.