King & Wood Mallesons
Legal Opinion
To: Beijing Huada Jiutian Technology Co., Ltd.
Beijing King & Wood Mallesons (hereinafter referred to as "King & Wood" or "the Firm") has been retained by Beijing Huada Jiutian Technology Co., Ltd. (hereinafter referred to as "the Company" or "Huada Jiutian") as special legal counsel for the Company's 2023 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 (2023 Revision)" (hereinafter referred to as "Company Law"), the "Securities Law of the People's Republic of China (2019 Revision)" (hereinafter referred to as "Securities Law"), the "Administrative Measures for Equity Incentives of Listed Companies" issued by the China Securities Regulatory Commission (hereinafter referred to as "CSRC")¹ (hereinafter referred to as "Measures"), the "Listing Rules of the Shenzhen Stock Exchange for the ChiNext Market (2026 Revision)" (hereinafter referred to as "Listing Rules"), the "Guidelines for Self-Regulation of Listed Companies on the ChiNext Market of the Shenzhen Stock Exchange No. 1 – Business Handling (2026 Revision)" (hereinafter referred to as "Guidelines"), and other relevant laws, administrative regulations, departmental rules, and other normative documents, as well as the current "Articles of Association of Beijing Huada Jiutian Technology Co., Ltd." (hereinafter referred to as "Articles of Association"), and the "2023 Beijing Huada Jiutian Technology Co., Ltd. Restricted Stock Incentive Plan (Draft)" (hereinafter referred to as "Incentive Plan (Draft)"), this Legal Opinion is issued regarding the matters related to the Company's grant price adjustment (hereinafter referred to as "this Adjustment"), the achievement of vesting conditions for the second vesting period of the initial grant and the first vesting period of the reserved grant under this Plan (hereinafter referred to as "this Vesting"), and the forfeiture of certain restricted shares (hereinafter referred to as "this Forfeiture").
In order to issue this Legal Opinion, the Firm has, in accordance with the "Administrative Measures for Securities Legal Business of Law Firms (2023)" and the "Practice Rules for Securities Legal Business of Law Firms (Trial)" and other relevant regulations, reviewed the documents that need to be reviewed and other documents that the Firm deems necessary to review. The Company has guaranteed that the original written materials, duplicate materials, copies/scans, confirmation letters, or certificates provided by the Company for the purpose of issuing this Legal Opinion are true, accurate, complete, and effective, without any concealment, falsification, or material omission. For copy/scan materials, they are consistent with the originals, and the Firm has verified the relevant facts.
The Firm and its practicing lawyers, in accordance with the "Securities Law," the "Administrative Measures for Securities Legal Business of Law Firms (2023)," and the "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, conscientiousness, and good faith, conducted thorough verification, and ensured that the facts determined in this Legal Opinion are true, accurate, and complete, and that the conclusions expressed are legal and accurate, without false records, misleading statements, or material omissions, and shall bear corresponding legal responsibilities.
The Firm only expresses opinions on legal issues related to this Adjustment, this Vesting, and this Forfeiture, and only based on the current laws and regulations of the People's Republic of China (hereinafter referred to as "Mainland China," which for the purpose of this Legal Opinion does not include the Hong Kong Special Administrative Region, the Macao Special Administrative Region, and Taiwan Province of China). The Firm does not express legal opinions based on any laws outside of Mainland China.