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Tian Yuan Law Firm
Legal Opinion on the 2026 Restricted Stock Incentive Plan of Chengdu Qusleep Technology Co., Ltd.
Document No.: Jing Tian Gu Zi (2026) No. 528
To: Chengdu Qusleep Technology Co., Ltd.
Pursuant to the Special Legal Service Agreement signed between Tian Yuan Law Firm (hereinafter "the Firm") and Chengdu Qusleep Technology Co., Ltd. (hereinafter "the Company"), the Firm serves as the special legal counsel for the Company's 2026 Restricted Stock Incentive Plan (hereinafter "the Incentive Plan" or "the Plan") and hereby issues this legal opinion.
The Firm and its acting lawyers have relied on the Company Law of the People's Republic of China, the Securities Law of the People's Republic of China, the Administrative Measures for Equity Incentives of Listed Companies, the Rules Governing the Listing of Stocks on the ChiNext Market of the Shenzhen Stock Exchange, and other relevant laws, regulations, and provisions of the China Securities Regulatory Commission (CSRC). We have performed our duties with diligence and in accordance with recognized professional standards.
The Firm has reviewed the 2026 Restricted Stock Incentive Plan (Draft) of Chengdu Qusleep Technology Co., Ltd. and other necessary documents to verify the relevant facts.
The Firm and its acting lawyers declare that we have performed our statutory duties with diligence and honesty, ensuring that the facts recognized in this legal opinion are true, accurate, and complete, and that our conclusions are lawful and accurate.
The Firm agrees to use this legal opinion as a necessary document for the Company's Incentive Plan and to disclose it alongside other materials. This opinion is intended solely for the purpose of this Incentive Plan and shall not be used for any other purpose.
I. Conditions for the Company to Implement the Incentive Plan
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As of the date of this legal opinion, the Company is a joint-stock limited company listed on the Shenzhen Stock Exchange, approved by the CSRC and the Shenzhen Stock Exchange. The Company holds a Business License with the Unified Social Credit Code 915101003942838580. The Company was established on October 22, 2014, with a registered capital of 40 million RMB. The legal representative is Li Yong. The Company is legally established and effectively existing, with no circumstances requiring termination, and possesses the qualifications to implement the Incentive Plan.
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Based on the Audit Report (Xin Hui Shi Bao Zi [2026] No. ZH10158) and the Internal Control Audit Report (Xin Hui Shi Bao Zi [2026] No. ZH10156) issued by BDO China Shu Lun Pan Certified Public Accountants LLP, the Company does not fall under any of the following circumstances prohibited by Article 7 of the Administrative Measures:
(1) The financial accounting report for the most recent fiscal year has been issued with an adverse opinion or a disclaimer of opinion by a certified public accountant;
(2) The internal control report for the most recent fiscal year has been issued with an adverse opinion or a disclaimer of opinion by a certified public accountant;
(3) Failure to distribute profits in accordance with laws, regulations, the Articles of Association, or public commitments within the last 36 months after listing;
(4) Other circumstances prohibited by laws and regulations;
(5) Other circumstances recognized by the CSRC.
In summary, the Company is a legally established and effectively existing joint-stock company that meets the conditions for implementing the Incentive Plan.
II. Content of the Incentive Plan
The incentive instrument adopted for this plan is restricted stock (Type II restricted stock). The Plan (Draft), approved by the fourth meeting of the third Board of Directors, stipulates the following:
(I) Purpose and Principles of the Incentive Plan