JIAYUAN LAW OFFICES JIA YUAN LAW OFFICES BEIJING SHANGHAI SHENZHEN HONGKONG GUANGZHOU XI'AN WUHAN CHANGSHA
To: Wuhan Port & River Technology Co., Ltd.
JIAYUAN LAW OFFICES' Legal Opinion on Wuhan Port & River Technology Co., Ltd.'s 2026 Restricted Stock Incentive Plan Initial Grant
Jia Yuan (2026)-05-135
Dear Sir/Madam:
JIAYUAN LAW OFFICES (hereinafter referred to as the "Firm") has been retained by Wuhan Port & River Technology Co., Ltd. (hereinafter referred to as "Port & River Technology" or the "Company") to serve as the dedicated legal advisor for the implementation of the 2026 Restricted Stock Incentive Plan (hereinafter referred to as the "Plan"). This legal opinion is issued regarding the initial grant of restricted shares under the Plan to the incentive recipients.
This opinion is issued in accordance with the Company Law of the People's Republic of China (hereinafter referred to as the "Company Law"), the Securities Law of the People's Republic of China (hereinafter referred to as the "Securities Law"), the Administrative Measures for Equity Incentives of Listed Companies (hereinafter referred to as the "Measures"), the Listing Rules of the Shenzhen Stock Exchange for GEM Companies (hereinafter referred to as the "Listing Rules"), the Shenzhen Stock Exchange GEM Listed Company Self-Regulatory Guidance No. 1 - Business Handling (hereinafter referred to as the "Guidance"), and other relevant laws, regulations, normative documents issued by the China Securities Regulatory Commission (hereinafter referred to as the "CSRC") and the Shenzhen Stock Exchange (hereinafter referred to as the "SZSE"), as well as the Articles of Association of Wuhan Port & River Technology Co., Ltd. (hereinafter referred to as the "Articles of Association").
To issue this legal opinion, the Firm has reviewed the "Wuhan Port & River Technology Co., Ltd. 2026 Restricted Stock Incentive Plan (Draft)" (hereinafter referred to as the "Plan (Draft)") and its summary, the "Wuhan Port & River Technology Co., Ltd. 2026 Restricted Stock Incentive Plan Performance Management Measures," the "Wuhan Port & River Technology Co., Ltd. 2026 Restricted Stock Incentive Plan Incentive Recipient List," and other relevant documents and materials concerning the resolutions of the shareholders' meeting, board of directors' meeting, and the remuneration and assessment committee's meeting, and has inquired with relevant personnel of the Company and conducted necessary discussions.
During the investigation process, the Firm has received the following assurance from the Company: regarding the matters that the Firm deems necessary for the review of this legal opinion, the Company has provided all relevant original written materials, duplicate materials, or oral statements, and such materials are true, accurate, and complete, and the duplicates or copies are consistent with the originals.
The Firm expresses its legal opinion based on the facts that have occurred or existed prior to the issuance date of this legal opinion, and based on the laws, regulations, and normative legal documents officially promulgated and implemented by the state, as well as the Firm's understanding of the relevant facts and the law.