Beijing Zhilin (Shenzhen) Law Firm
Legal Opinion on the 2026 Restricted Stock Incentive Plan (Draft) of Zhejiang Hengda New Material Co., Ltd.
To: Zhejiang Hengda New Material Co., Ltd.
Beijing Zhilin (Shenzhen) Law Firm (hereinafter referred to as "Zhilin" or "this Firm") was engaged by Zhejiang Hengda New Material Co., Ltd. (hereinafter referred to as the "Company" or "Hengda New Material") to serve as the special legal counsel for the Company's 2026 Restricted Stock Incentive Plan (hereinafter referred to as the "Incentive Plan" or "this Incentive Plan"). This legal opinion is issued in accordance with 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 issued by the China Securities Regulatory Commission (CSRC), the Shenzhen Stock Exchange GEM Stock Listing Rules, the Shenzhen Stock Exchange GEM Listed Company Self-Regulatory Guidelines No. 1—Business Handling, and other relevant laws, administrative regulations, departmental rules, and the Articles of Association of Zhejiang Hengda New Material Co., Ltd.
I. Subject Qualification of the Company for Implementing the Incentive Plan
(I) Approved by the CSRC's "Reply on Approving the Registration of the Initial Public Offering of Shares of Zhejiang Hengda New Material Co., Ltd." (Zheng Jian Xu Ke [2023] No. 1341) and the Shenzhen Stock Exchange's "Notice on the Listing of RMB Ordinary Shares of Zhejiang Hengda New Material Co., Ltd. on the Growth Enterprise Market" (Shen Zheng Shang [2023] No. 766), the Company's initial public offering of 20,769,904 RMB ordinary shares became tradable on the Shenzhen Stock Exchange starting August 22, 2023, under the stock abbreviation "Hengda New Material" and stock code "301469".
(II) According to the Business License issued by the Zhejiang Provincial Administration for Market Regulation and the Articles of Association, the basic information of the Company as of the date of this legal opinion is as follows:
| Item | Details |
|---|---|
| Name | Zhejiang Hengda New Material Co., Ltd. |
| Type | Joint Stock Limited Company (Listed, natural person investment or holding) |
| Unified Social Credit Code | 913308007392199400 |
| Address | No. 8, Daming Road, Industrial Park, Huzhen Town, Longyou County, Zhejiang Province |
| Legal Representative | Pan Chang |
| Registered Capital | 89.48 million RMB |
| Date of Establishment | May 22, 2002 |
| Business Term | May 22, 2002 to indefinite |
| Business Scope | R&D of new packaging materials; manufacturing and sales of mechanical paper and processed paper; sales of wood pulp and technical development and consulting services for papermaking; import and export of goods. (Projects subject to approval according to law may only be operated after approval by relevant departments) |
(III) Based on the Company's 2025 Annual Report, the 2025 Annual Audit Report and Internal Control Audit Report issued by Zhonghui Certified Public Accountants (Special General Partnership) on April 21, 2026, and other relevant documents, the Company does not fall under any of the circumstances stipulated in Article 7 of the Administrative Measures that would prohibit the implementation of equity incentives.
II. Legality and Compliance of the Incentive Plan
On July 3, 2026, the 10th meeting of the 4th Board of Directors of the Company reviewed and approved the "Proposal on the 2026 Restricted Stock Incentive Plan (Draft) and its Summary," the "Proposal on Formulating the 2026 Restricted Stock Incentive Plan Implementation Assessment Management Measures," and the "Proposal on Requesting the General Meeting of Shareholders to Authorize the Board of Directors to Handle Matters Related to the 2026 Restricted Stock Incentive Plan."
(I) Implementation Purpose of the Incentive Plan