[Image: C&T Partners Logo]
Legal Opinion on the 2026 Restricted Stock Incentive Plan (Draft) of Nanjing Kent Composite Material Co., Ltd.
To: Nanjing Kent Composite Material Co., Ltd.
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, the Administrative Measures for Law Firms Engaging in Securities Legal Business, and the Practice Rules for Law Firms Engaging in Securities Legal Business (Trial), this firm has been engaged by Nanjing Kent Composite Material Co., Ltd. to issue this legal opinion regarding the implementation of the 2026 Restricted Stock Incentive Plan.
Part I Introduction
-
Statement of the Firm's Lawyers
-
This firm has prepared and implemented an inspection plan in accordance with the Administrative Measures for Law Firms Engaging in Securities Legal Business and the Practice Rules for Law Firms Engaging in Securities Legal Business (Trial), personally collected evidence, and reviewed documents required by regulations as well as other documents deemed necessary. On the basis that the Company has guaranteed the provision of all original written materials, copies, photocopies, confirmation letters, or certificates required for the issuance of this legal opinion, and that the documents and materials provided are true, accurate, complete, and valid, with no concealment, falsehoods, or major omissions, and that copies or photocopies are consistent with the originals, this firm has reasonably and fully utilized methods including but not limited to communication with the Company's handling personnel, written review, and verification to examine and confirm relevant facts.
-
This firm and its handling lawyers have strictly performed their statutory duties, followed the principles of diligence and good faith, and conducted sufficient verification in accordance with the Securities Law of the People's Republic of China, the Administrative Measures for Law Firms Engaging in Securities Legal Business, and the Practice Rules for Law Firms Engaging in Securities Legal Business (Trial), as well as facts that occurred or existed prior to the date of this legal opinion, ensuring that the facts recognized in this legal opinion are true, accurate, and complete, and that the conclusions reached are legal and accurate, without false records, misleading statements, or major omissions, and assume corresponding legal responsibilities.
-
This firm expresses opinions only on legal issues related to the incentive plan the Company intends to implement, and only in accordance with current Chinese laws and regulations. This firm does not express opinions based on any laws outside of China. This firm does not express opinions on the reasonableness of the underlying stock value, assessment standards, or other accounting, financial, or non-legal matters involved in the Company's incentive plan. When citing relevant financial data or conclusions in this legal opinion, this firm has fulfilled its necessary duty of care, but such citations shall not be deemed as any express or implied guarantee by this firm regarding the truthfulness and accuracy of such data or conclusions.
-
This firm agrees that the Company may use this legal opinion as one of the essential documents for the implementation of the incentive plan, submit it to the Shenzhen Stock Exchange for announcement along with other materials, and assume corresponding legal responsibilities for the legal opinion issued.
-
This legal opinion is provided solely for the Company's purpose of implementing the incentive plan and shall not be used for any other purpose. This firm agrees that the Company may cite relevant content of this legal opinion in documents prepared for the implementation of the incentive plan, provided that the Company does not cause legal ambiguity or misinterpretation through such citations. This firm reserves the right to review and confirm the relevant content of the aforementioned documents again.