Legal Opinion from Shanghai Guangfa Law Firm on the Draft 2026 Restricted Stock Incentive Plan of Mingyue Lens Co., Ltd.
To: Mingyue Lens Co., Ltd.
Shanghai Guangfa Law Firm (hereinafter referred to as "this firm") has been entrusted by Mingyue Lens Co., Ltd. (hereinafter referred to as "the company") to act as its special legal advisor for the implementation of the 2026 Restricted Stock Incentive Plan (hereinafter referred to as "this equity incentive plan" or "this incentive plan"). This opinion is issued in accordance with the "Securities Law of the People's Republic of China" (hereinafter referred to as "the Securities Law"), the "Company Law of the People's Republic of China" (hereinafter referred to as "the Company Law"), the "Administrative Measures for Equity Incentives of Listed Companies (2025 Revision)" issued by the China Securities Regulatory Commission (hereinafter referred to as "CSRC"), the "Listing Rules for the Growth Enterprise Market of the Shenzhen Stock Exchange (2025 Revision)" (hereinafter referred to as "the Listing Rules"), and the "Self-Regulatory Guidelines for Listed Companies on the Growth Enterprise Market No. 1 - Business Handling" (hereinafter referred to as "the Self-Regulatory Guidelines"), as well as the provisions of the "Articles of Association of Mingyue Lens Co., Ltd." (hereinafter referred to as "the Articles of Association"), and in accordance with the recognized business standards, ethical norms, and diligent and responsible spirit of the legal profession.
This firm expresses the following legal opinions based on facts that have occurred or existed prior to the issuance date of this legal opinion and the current laws, regulations, and relevant provisions of the CSRC:
This firm and the handling lawyers have strictly fulfilled their statutory duties in accordance with the "Securities Law," the "Measures for the Administration of Securities Legal Services by Law Firms," and the "Trial Implementation Rules for Securities Legal Services by Law Firms," and have conducted thorough verification to ensure that the facts recognized in this legal opinion are true, accurate, and complete, and that the conclusions drawn are legal and accurate, with no false records, misleading statements, or significant omissions, and bear corresponding legal responsibilities.
In the process of issuing this legal opinion, the company has guaranteed that it has provided this firm with all necessary, authentic original written materials and copies that this firm deems necessary for issuing the legal opinion, and has ensured that the aforementioned documents are true, accurate, and complete, with all signatures and seals being authentic and copies consistent with the originals.
This firm agrees to submit this legal opinion as an essential legal document for the company's equity incentive plan to the CSRC and the Shenzhen Stock Exchange (hereinafter referred to as "SZSE"), along with other materials, and is willing to bear corresponding legal responsibilities. This legal opinion is only for the purpose of this equity incentive plan and may not be used for any other purpose without prior written consent from this firm.
I. Qualification of the Company to Implement this Equity Incentive Plan
- The company is a joint-stock limited company established in accordance with legal procedures and is legally existing, possessing the qualification to implement this equity incentive plan. This firm’s lawyers have verified the company's "Business License," basic information on business registration, and the registration documents for the company's initial public offering and listing on the Growth Enterprise Market. According to the verification by this firm’s lawyers, the company currently holds a "Business License" issued by the Market Supervision Administration of Zhenjiang City with a unified social credit code of 91321181742468227M, located at No. 9, Ginkgo Road, Danyang Development Zone, with the legal representative being Xie Gongwan. The company type is a joint-stock limited company. As of the issuance date of this legal opinion, the company's registered capital is 201.5121 million yuan. The CSRC issued a reply on November 2, 2021, approving the registration of the company's initial public offering of 33.5854 million shares of ordinary shares, which were listed and traded on the SZSE Growth Enterprise Market on December 16, 2021, under the stock name "Mingyue Lens" and stock code "301101."