Legal Opinion from Jiangsu Century Tongren Law Firm
To: Nanjing Boshang Optoelectronics Co., Ltd.
According to the Company Law of the People's Republic of China, the Securities Law of the People's Republic of China, the Shenzhen Stock Exchange GEM Listing Rules, the Management Measures for Equity Incentives of Listed Companies, and other relevant laws, regulations, and normative documents, as well as the Articles of Association of Nanjing Boshang Optoelectronics Co., Ltd. and the 2024 Restricted Stock Incentive Plan, our firm, as the special legal advisor for the 2024 Restricted Stock Incentive Plan of Nanjing Boshang Optoelectronics Co., Ltd. (hereinafter referred to as "Boshang Optoelectronics" or "the Company"), issues this legal opinion regarding the failure to meet the vesting conditions for the second vesting period and the voiding of certain granted but unvested restricted stocks (hereinafter referred to as "this voiding").
In issuing this legal opinion, our firm makes the following statements:
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Our firm and the handling lawyers have strictly fulfilled their statutory duties in accordance with the Securities Law, the Administrative Measures for Securities Legal Services by Law Firms, and the Trial Implementation Rules for Securities Legal Services by Law Firms, and have conducted thorough verification of facts that occurred or existed prior to the issuance date of this legal opinion. We ensure that the facts recognized in this legal opinion are true, accurate, and complete, and that the conclusions drawn are legal and accurate, without any false records, misleading statements, or significant omissions, and we bear corresponding legal responsibilities.
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The basis for issuing this legal opinion includes not only the facts that occurred or existed prior to the issuance date but also the provisions of current laws, regulations, rules, and normative documents. Our firm determines the legality and validity of relevant matters based on the laws and administrative regulations applicable at the time of their occurrence, while also fully considering the approvals or confirmations provided by relevant government authorities.
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To issue this legal opinion, our firm conducted necessary verification and obtained the following statements and guarantees from relevant parties: the relevant parties have provided all necessary factual materials required for issuing this legal opinion. All written materials and written testimonies are true and valid, all signatures and/or seals on written documents are authentic, and all copies or photocopies are consistent with the original materials; there are no false or misleading statements, nor any significant omissions. Our reliance on the above statements and guarantees is the basis and premise for issuing this legal opinion.
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Our review of relevant documents did not involve financial data and operating performance materials outside the legal profession. Given that our firm does not have the appropriate qualifications to verify and evaluate the above data and conclusions, our reference to such data and performance conclusions should not be interpreted in any way as our firm providing any express or implied acknowledgment or guarantee regarding the truthfulness, accuracy, or completeness of the above data and performance conclusions.
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Our firm has reviewed and judged all documents related to this legal opinion and issued this legal opinion based on that; however, for crucial facts that cannot be supported by independent evidence, our firm relies on proof documents or copies provided by the Company and other relevant units or individuals.
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Our firm agrees to use this legal opinion as a legal document for this voiding and to submit it along with other materials to the relevant review departments for filing or public disclosure, and is willing to bear corresponding legal responsibilities according to law. This legal opinion should not be used for any other purposes without our written consent.