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Beijing King & Wood Mallesons Legal Opinion on Suzhou Xianglou New Materials Co., Ltd.'s 2026 Restricted Stock Incentive Plan (Draft)
To: Suzhou Xianglou New Materials Co., Ltd.
Beijing King & Wood Mallesons (hereinafter referred to as "King & Wood" or "the Firm") has been retained by Suzhou Xianglou New Materials Co., Ltd. (hereinafter referred to as "the Company" or "Xianglou New Materials") to serve as the special legal advisor for the Company's 2026 Restricted Stock Incentive Plan (hereinafter referred to as "the Plan" or "this Incentive Plan"). Based on the "Company Law of the People's Republic of China" (hereinafter referred to as "Company Law"), the "Securities Law of the People's Republic of China" (hereinafter referred to as "Securities Law"), the "Administrative Measures for Equity Incentives of Listed Companies" (hereinafter referred to as "Administrative Measures") issued by the China Securities Regulatory Commission (hereinafter referred to as "CSRC"), the "Shenzhen Stock Exchange GEM Stock Listing Rules" (hereinafter referred to as "Listing Rules"), the "Shenzhen Stock Exchange GEM Listed Company Self-Regulatory Supervision Guide No. 1 - Business Handling" (hereinafter referred to as "Supervision Guide"), and other laws, administrative regulations, departmental rules, and other normative documents (hereinafter referred to as "Laws and Regulations"), as well as the "Articles of Association of Suzhou Xianglou New Materials Co., Ltd." (hereinafter referred to as "Articles of Association"), this "Beijing King & Wood Mallesons Legal Opinion on Suzhou Xianglou New Materials Co., Ltd.'s 2026 Restricted Stock Incentive Plan (Draft)" (hereinafter referred to as "this Legal Opinion") is hereby issued regarding the relevant matters involved in the Company's implementation of this Incentive Plan.
In order to issue this Legal Opinion, King & Wood has collected relevant evidential materials, reviewed documents that require review according to regulations, and other documents that King & Wood deems necessary to review, in accordance with the "Administrative Measures for Securities Legal Business of Law Firms" and the "Practice Rules for Securities Legal Business of Law Firms (Trial)" and other relevant regulations. The Company guarantees that it has provided King & Wood with the original written materials, copies, duplicates, confirmation letters, or certificates requested by King & Wood for the issuance of this Legal Opinion, and that the documents and materials provided to King & Wood are true, accurate, complete, and valid, with no concealment, falsification, or material omission. Furthermore, for any documents and materials that are copies or duplicates, they are consistent with the originals.
Based on the premise of consistency and conformity, King & Wood has reasonably and fully utilized methods including but not limited to written review, online investigation, and re-examination to conduct verification and confirmation of relevant facts.
King & Wood and its handling lawyers, in accordance with the "Securities Law," "Administrative Measures for Securities Legal Business of Law Firms," and "Practice Rules for Securities Legal Business of Law Firms (Trial)," and based on facts that have occurred or existed prior to the issuance date of this Legal Opinion, have strictly performed their statutory duties, adhered to the principles of diligence and good faith, conducted thorough investigations and verifications, and ensured that the facts identified in this Legal Opinion are true, accurate, and complete. The conclusions expressed are legal and accurate, and do not contain any false records, misleading statements, or material omissions, and King & Wood assumes corresponding legal liabilities.