Legal Opinion on the Adjustment of Grant Price and Number of Shares and the Fulfillment of Vesting Conditions for the First Tranche of the Second Vesting Period and the Reserved Tranche of the First Vesting Period of Guangxi Tianshan Electronics Co., Ltd.'s 2024 Restricted Stock Incentive Plan
To: Guangxi Tianshan Electronics Co., Ltd.
Beijing Tian Yuan (Shenzhen) Law Firm (hereinafter referred to as "the Firm") has been engaged by Guangxi Tianshan Electronics Co., Ltd. (hereinafter referred to as "the Company" or "Tianshan Electronics") to serve as the special Chinese legal counsel for the Company's 2024 Restricted Stock Incentive Plan (hereinafter referred to as "the Incentive Plan") and to issue this legal opinion.
The Firm and its handling lawyers, in accordance with 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 Securities Legal Business of Law Firms," the "Practice Rules for Securities Legal Business of Law Firms (Trial)," the "Administrative Measures for Listed Company Equity Incentives (2025 Revision)" (hereinafter referred to as "Administrative Measures"), and other relevant laws and regulations, as well as the relevant provisions of the China Securities Regulatory Commission (hereinafter referred to as "CSRC") and the facts that have occurred or exist as of the date of this legal opinion, have, in accordance with the generally recognized business standards, ethical norms, and the spirit of diligence and conscientiousness of the legal profession, issued this legal opinion regarding the adjustment of the grant price and number of shares for the 2024 Restricted Stock Incentive Plan of Guangxi Tianshan Electronics Co., Ltd. (hereinafter referred to as "the Adjustment of Grant Price and Number of Shares"), and the fulfillment of vesting conditions for the second vesting period of the initial grant and the first vesting period of the reserved grant (hereinafter referred to as "Fulfillment of Vesting Conditions").
To issue this legal opinion, the Firm's lawyers have reviewed the Company's announcements, including the "Guangxi Tianshan Electronics Co., Ltd. 2024 Restricted Stock Incentive Plan (Draft)" (hereinafter referred to as "the Incentive Plan"), the "Guangxi Tianshan Electronics Co., Ltd. 2024 Restricted Stock Incentive Plan Performance Appraisal Management Measures" (hereinafter referred to as "Performance Appraisal Measures"), the "Announcement of Guangxi Tianshan Electronics Co., Ltd. on Adjusting the Grant Price and Number of Shares for the 2024 Restricted Stock Incentive Plan," the "Announcement of Guangxi Tianshan Electronics Co., Ltd. on the Fulfillment of Vesting Conditions for the Second Vesting Period of the Initial Grant and the First Vesting Period of the Reserved Grant of the 2024 Restricted Stock Incentive Plan," and the "Articles of Association of Guangxi Tianshan Electronics Co., Ltd." (hereinafter referred to as "Articles of Association"), as well as other documents that the Firm's lawyers deem necessary to review, and have verified the relevant facts.
The Firm's lawyers hereby make the following statements:
- The Firm and its handling lawyers, in accordance with the "Securities Law," the "Administrative Measures for Securities Legal Business of Law Firms," and the "Practice Rules for Securities Legal Business of Law Firms (Trial)," and based on the facts that have occurred or exist as of the date of issuance of this legal opinion, have strictly performed their statutory duties, adhered to the principles of diligence and good faith, conducted thorough verification and confirmation, 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 any false records, misleading statements, or material omissions, and shall bear corresponding legal responsibilities.