Zhejiang L&H Law Firm
Legal Opinion on the Adjustment of Grant Price, Cancellation of Restricted Shares, and Achievement of Vesting Conditions for the Second Vesting Period of the First Tranche and the First Vesting Period of the Reserve Tranche of Hangzhou Tianyuan Pet Products Co., Ltd.'s 2024 Restricted Stock Incentive Plan
Zhejiang L&H Law Firm (2026) No. 1288
To: Hangzhou Tianyuan Pet Products Co., Ltd.
Pursuant to the "Company Law of the People's Republic of China" (hereinafter referred to as the "Company Law"), the "Securities Law of the People's Republic of China" (hereinafter referred to as the "Securities Law"), the "Administrative Measures for Equity Incentives of Listed Companies" (hereinafter referred to as the "Measures"), the "Shenzhen Stock Exchange GEM Stock Listing Rules" (hereinafter referred to as the "Listing Rules"), the "Shenzhen Stock Exchange GEM Listed Company Self-Regulatory Guidelines No. 1 - Business Handling" (hereinafter referred to as the "Regulatory Guidelines No. 1"), and other relevant laws, regulations, and normative documents, as well as the Articles of Association of Hangzhou Tianyuan Pet Products Co., Ltd. (hereinafter referred to as the "Articles of Association"), Zhejiang L&H Law Firm (hereinafter referred to as the "Firm") has been entrusted by Hangzhou Tianyuan Pet Products Co., Ltd. (hereinafter referred to as the "Company" or "Tianyuan Pet") to issue this legal opinion on the adjustment of the grant price (hereinafter referred to as the "Adjustment") for the Company's 2024 Restricted Stock Incentive Plan (hereinafter referred to as the "Plan"), the cancellation of a portion of the granted but unvested restricted shares (hereinafter referred to as the "Cancellation"), and the achievement of vesting conditions for the second vesting period of the first tranche and the first vesting period of the reserve tranche (hereinafter referred to as the "Vesting").
To issue this legal opinion, the Firm's lawyers have, in accordance with the requirements of laws and regulations and the Firm's business rules, prudently and with due regard to materiality, investigated and verified the relevant documents, materials, and facts of the Company's incentive plan.
The Firm and the undersigned lawyers make the following statements regarding this legal opinion:
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The issuance of this legal opinion is based on the Company's assurance that all documents and materials provided to the Firm, and all statements and explanations made by the Company, are true, accurate, complete, and valid, and that all facts that could influence this legal opinion have been disclosed to the Firm without any concealment or material omission. All signatures and seals on the documents provided by the Company are genuine, and all copies, duplicates, or faxes of documents are consistent with the originals.
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The Firm's lawyers issue their legal opinions based on facts that have occurred or existed prior to the date of issuance of this legal opinion, and based on national laws and regulations that have been officially promulgated and implemented, such as the "Company Law," "Securities Law," and "Measures," as well as their understanding of the relevant facts and regulations.
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For facts that are crucial to this legal opinion but for which independent evidence cannot be obtained, the Firm's lawyers rely on certificates issued by relevant government departments, the Company, or other relevant entities, and information publicly available from competent authorities as the basis for preparing this legal opinion.
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In accordance with the "Securities Law," the "Administrative Provisions on the Practice of Securities Legal Business of Law Firms," and the "Practice Rules for Securities Legal Business of Law Firms (Trial)," and based on facts that have occurred or existed prior to the date of issuance of this legal opinion, the Firm and its lawyers 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, and that the conclusions expressed are legal and accurate, without any false records, misleading statements, or material omissions, and shall bear corresponding legal responsibilities.