Beijing Zhonglun Law Firm's legal opinion regarding the adjustments related to Zhiou Home Technology Co., Ltd.'s 2026 Restricted Stock Incentive Plan and the grant of restricted stocks to incentive recipients, as well as the adjustment of the transfer price for the 2026 Employee Stock Ownership Plan.
To: Zhiou Home Technology Co., Ltd. (referred to as "Zhiou Technology" or "the Company") based on the special legal service contract signed between Zhiou Technology and Beijing Zhonglun Law Firm (referred to as "this Firm"), and as assigned by this Firm, the lawyers of this Firm serve as special legal advisors for the 2026 Restricted Stock Incentive Plan (referred to as "this Incentive Plan") and the 2026 Employee Stock Ownership Plan (referred to as "this Ownership Plan"). This legal opinion is issued regarding the grant price and adjustments to the list of incentive recipients for this Incentive Plan, the grant of restricted stocks to incentive recipients, and the adjustment of the transfer price for this Ownership Plan.
In issuing this legal opinion, the lawyers of this Firm have conducted verification and validation of the relevant documents and facts related to this Incentive Plan and this Ownership Plan in accordance with the provisions of relevant laws, administrative regulations, normative documents, and the requirements of this Firm's business rules, adhering to the principles of prudence and materiality. They reviewed the "Draft of Zhiou Home Technology Co., Ltd. 2026 Restricted Stock Incentive Plan" (hereinafter referred to as "the Draft Incentive Plan"), "Implementation Assessment Management Measures for Zhiou Home Technology Co., Ltd. 2026 Restricted Stock Incentive Plan" (hereinafter referred to as "the Assessment Measures"), "Draft of Zhiou Home Technology Co., Ltd. 2026 Employee Stock Ownership Plan" (hereinafter referred to as "the Draft Ownership Plan"), "Management Measures for Zhiou Home Technology Co., Ltd. 2026 Employee Stock Ownership Plan" (hereinafter referred to as "the Management Measures"), "List of Incentive Recipients for Zhiou Home Technology Co., Ltd. 2026 Restricted Stock Incentive Plan (Grant Date)" (hereinafter referred to as "the Recipient List"), relevant board meeting documents, written explanations from the Company, and other documents deemed necessary for review by this Firm's lawyers. They also verified and validated relevant facts and materials through inquiries of publicly available information from government departments.
Regarding this legal opinion, the lawyers of this Firm make the following statements:
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This Firm and the handling lawyers have strictly fulfilled their statutory duties in accordance with the "Securities Law," "Regulations on Law Firms Engaging in Securities Legal Business," and "Trial Implementation Rules for Law Firms' Securities Legal Business," and have conducted thorough verification and validation based on facts that occurred or existed prior to the issuance date of this legal opinion. They 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.
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During the work process, this Firm's lawyers have received the following assurances from the Company: the Company has provided original written materials, copies, and oral testimonies deemed necessary for the preparation of this legal opinion, ensuring that the original documents provided are authentic, that copies or reproductions are consistent with the originals, and that the signatures and seals on such documents are genuine. The signatories of these documents have been legally authorized and have effectively signed the documents; they guarantee the authenticity, accuracy, and completeness of the information and documents provided, ensuring there are no concealments, false records, misleading statements, or significant omissions, and bear individual and joint legal responsibilities. For facts that are crucial to this legal opinion but cannot be supported by independent evidence, this Firm's lawyers rely on proof documents issued by relevant government departments, the Company, or other relevant units, as well as publicly accessible information from competent authorities as the basis for preparing this legal opinion.