Zhiwei Intelligence: Guangdong Cinda Law Firm’s legal opinion on the granting of a reserved portion (first batch) of stock options to incentive recipients under the 2026 stock option incentive plan of Shenzhen Zhiwei Intelligent Technology Co., Ltd.
legal opinion
Guangdong Xinda Law Firm
About the 2026 Stock Option Incentive Plan of Shenzhen Zhiwei Intelligent Technology Co., Ltd.
Legal opinion on granting reserved part (first batch) stock options to incentive targets
Floor 11-12, Taiping Financial Building, No. 6001 Yitian Road, Futian District, Shenzhen, China Postcode: 518038 11-12/F, TAIPING FINANCE TOWER, NO. 6001 YITIAN ROAD, SHENZHEN, P.R. CHINA Telephone (Tel): (0755) 88265288 Fax: (0755) 88265537 Email: [email protected]
Website: www.sundiallawfirm.com
Legal Opinion Guangdong Xinda Law Firm
About Shenzhen Zhiwei Intelligent Technology Co., Ltd.
2026 Stock Option Incentive Plan
Granting a reserved portion (first batch) of stock options to incentive recipients
legal opinion
Xinda Lizi (2026) No. 145
To: Shenzhen Zhiwei Intelligent Technology Co., Ltd.
Guangdong Cinda Law Firm (hereinafter referred to as "Cinda"), in accordance with the "Special Legal Counsel Engagement Agreement" signed with Shenzhen Zhiwei Intelligent Technology Co., Ltd. (hereinafter referred to as the "Company" or "Zhiwei Intelligence"), accepted the company's entrustment to serve as the special legal counsel for the company's 2026 stock option incentive plan (hereinafter referred to as the "Incentive Plan").
According to the "Company Law of the People's Republic of China", "Securities Law of the People's Republic of China", "Measures for the Administration of Equity Incentives of Listed Companies" (hereinafter referred to as the "Management Measures") and "Shenzhen Stock Exchange Self-Discipline Supervision Guidelines for Listed Companies No. 1 - Business Handling" (hereinafter referred to as the "" "Self-Regulatory Supervision Guide") and other relevant laws, regulations and normative documents, as well as the "Articles of Association of Shenzhen Zhiwei Intelligent Technology Co., Ltd." and "Shenzhen Zhiwei Intelligent Technology Co., Ltd. 2026 Stock Option Incentive Plan (Draft)" (hereinafter referred to as the "Incentive Plan (Draft)") and in accordance with the recognized business standards, ethics and spirit of diligence and responsibility in the lawyer industry, the reserved portion (first batch) of stock options (hereinafter referred to as the "Grant") will be granted to the incentive objects in connection with the company's 2026 stock option incentive plan. Regarding the relevant matters, Cinda issued the "Legal Opinion of Guangdong Cinda Law Firm on the Grant of Reserved Part (First Batch) Stock Options to Incentive Objects under the 2026 Stock Option Incentive Plan of Shenzhen Zhiwei Intelligent Technology Co., Ltd." (hereinafter referred to as "this legal opinion").
legal opinion
Section 1 Lawyer’s Statement
In order to issue this legal opinion, Cinda makes the following statement:
Cinda issues legal opinions based on China’s current laws, regulations and relevant provisions of the China Securities Regulatory Commission, and does not express opinions on any facts or laws outside China’s jurisdiction.
Cinda does not express opinions on accounting, auditing, asset valuation, finance and other non-legal professional matters. Cinda Lawyers has performed necessary duties of care when quoting relevant financial data or conclusions in this legal opinion, but such quotations should not be regarded as any express or implied guarantee by Cinda Lawyers as to the authenticity and accuracy of these data or conclusions.
During the relevant investigation, collection, review and inquiry process, Cinda has received the following guarantee from the company: The company has provided Cinda with the necessary and authentic original written materials, duplicate materials, photocopied materials, electronic documents, written statements, and oral statements that are necessary for Cinda to issue this legal opinion. statements, etc.; all copies, photocopies, electronic documents, etc. of documents provided by the company are consistent with the originals and originals, and the seals and signatures in the documents are all authentic; the documents and relevant oral and written statements provided by the company are true, accurate, and complete, and there is nothing concealed, omitted, false or misleading.
The firm and its handling attorneys have strictly implemented these regulations in accordance with the Securities Law of the People's Republic of China, the Administrative Measures for Law Firms Engaging in Securities Legal Business, the Rules for the Practice of Securities Legal Business of Law Firms (Trial), and the facts that have occurred or existed before the date of issuance of this legal opinion. Legal responsibilities, following the principles of diligence and good faith, conducting sufficient verification and verification to ensure that the facts identified in this legal opinion are true, accurate, and complete, the concluding opinions issued are legal and accurate, and there are no false records, misleading statements, or major omissions, and corresponding legal responsibilities shall be assumed.
Cinda agrees to regard this legal opinion as a necessary legal document for the company’s incentive plan, to report or publicly disclose it together with other materials, and to assume corresponding legal responsibilities for the content of this legal opinion in accordance with the law.
If necessary, Cinda agrees to the company quoting the contents of this legal opinion, but when the company makes the above citations, it shall not cause legal ambiguity or misinterpretation due to the citations.
This legal opinion issued by Cinda is only used by the company for the purpose of this incentive plan and shall not be used for any other purpose.
legal opinion
Section 2 Text
1. Approval and authorization granted this time
(1) On April 22, 2026, the company held the second meeting of the third board of directors, which reviewed and approved the "Proposal on the Company's 2026 Stock Option Incentive Plan (Draft)> and its Summary" and the "Proposal on the Company's "2026 Stock Option Incentive Plan Implementation Assessment and Management Measures" and other proposals.
(2) From April 27, 2026 to May 10, 2026, the company publicized the names and positions of the first incentive recipients of the 2026 stock option incentive plan within the company. As of the expiration of the publicity period, the Remuneration and Assessment Committee of the Company's Board of Directors has not received any objections related to the first list of incentive targets awarded under this incentive plan. On May 12, 2026, the company disclosed the "Verification Opinions and Publicity Statement of the Remuneration and Assessment Committee of the Board of Directors on the List of Incentive Objects First Granted to the Company's 2026 Stock Option Incentive Plan".
(3) On May 18, 2026, the company held the 2025 Annual Shareholders Meeting, which reviewed and approved the "Proposal on the Company's 2026 Stock Option Incentive Plan (Draft)" and its Summary, the "Proposal on the Company's "2026 Stock Option Incentive Plan Implementation Assessment and Management Measures", and the "Proposal on Requesting the Shareholders Meeting to Authorize the Board of Directors to Handle Matters Related to the Company's 2026 Stock Option Incentive Plan" and other motions.
On May 19, 2026, the company disclosed the "Self-examination Report on the Purchase and Sale of Company Stocks by Insiders and Incentive Objects of the 2026 Stock Option Incentive Plan". During the self-examination of this incentive plan, a total of 75 inspection subjects (excluding intermediaries) were involved in the purchase and sale of company stocks. Among them, three of the verification targets had purchased and sold the company’s stocks between the time they learned about the incentive plan and before the company’s first public announcement of the incentive plan. In order to ensure the legality and compliance of the company’s incentive plan, the company decided to disqualify the three incentive targets based on the principle of prudence.
(4) On May 19, 2026, the third meeting of the company's third board of directors reviewed and approved the "Proposal on Adjusting the List of Incentive Objects of the 2026 Stock Option Incentive Plan" and the "Proposal on the First Grant of Stock Options to the Incentive Objects of the 2026 Stock Option Incentive Plan". Related director Liu Wenfeng has abstained from voting. The Remuneration and Assessment Committee of the company's board of directors verified the list of incentive targets on the first grant date and issued verification opinions.
(5) On July 16, 2026, the seventh meeting of the company’s third board of directors and the remuneration of the third board of directors
The Legal Opinion and the Fourth Meeting of the Assessment Committee in 2026 reviewed and approved the "Proposal on Adjusting the Number and Exercise Price of Stock Options in the 2026 Stock Option Incentive Plan". According to the relevant provisions of the company's "Incentive Plan (Draft)" and the authorization of the 2025 annual shareholders' meeting, the board of directors will adjust the number and exercise price of stock options in the 2026 stock option incentive plan. After the adjustment, the exercise price (including reservation) of the stock options under this incentive plan was adjusted from 54.84 yuan/share to 42.16 yuan/share; the total number of stock options was adjusted from 8.900 million to 11.57 million, of which the first-time grant of stock options was adjusted from 7.180 million to 9.334 million, and the reserved grant was adjusted from 1.720 million to 2.236 million.
(6) On September 24, 2026, the 11th meeting of the company's third board of directors reviewed and approved the "Proposal on Granting Reserved Part (First Batch) Stock Options to Incentive Objects of the 2026 Stock Option Incentive Plan". The company's board of directors believes that the conditions for granting stock options stipulated in the "Incentive Plan (Draft)" have been met. According to the authorization of the company's 2025 annual shareholders' meeting, the company's board of directors agreed to use September 24, 2026 as the reserved authorization date (first batch) to grant 1.2896 million stock options to 26 incentive targets who meet the grant conditions. On the same day, the Remuneration and Assessment Committee of the company's board of directors passed the aforementioned motion, verified the list of incentive targets reserved for this incentive plan and issued verification opinions.
Cinda lawyers believe that as of the date of issuance of this legal opinion, the company has obtained the necessary approvals and authorizations for this grant at this stage, which complies with the relevant provisions of the "Management Measures", "Self-Regulation Guidelines" and "Incentive Plan (Draft)".
2. Circumstances of this award
(1) Grant date, number of persons, quantity and price of this grant
According to the authorization of the board of directors of the company's shareholders' meeting, the 11th meeting of the company's third board of directors reviewed and approved the "Proposal on Granting Reserved Part (First Batch) Stock Options to Incentive Objects of the 2026 Stock Option Incentive Plan", and determined that September 24, 2026 will be the reserved authorization date (first batch), and 1.2896 million stock options will be granted to 26 incentive objects who meet the grant conditions at a price of RMB 42.16 per share.
(2) Conditions for awarding this award
According to the provisions of the "Administrative Measures" and the "Incentive Plan (Draft)", incentive objects must meet the following conditions to be granted stock options:
- The company has not experienced any of the following situations:
Legal opinion letter (1) The financial accounting report of the most recent fiscal year was issued a negative opinion or an audit report in which a certified public accountant was unable to express an opinion;
(2) A certified public accountant issued an audit report with a negative opinion or a disclaimer of opinion on the internal control of the financial report in the most recent fiscal year;
(3) There has been any failure to distribute profits in accordance with laws, regulations, articles of association, and public commitments within the last 36 months after listing;
(4) Equity incentives are not allowed according to laws and regulations;
(5) Other circumstances determined by the China Securities Regulatory Commission.
- None of the following situations occurs to the incentive target:
(1) Determined as an unsuitable candidate by the stock exchange within the last 12 months;
(2) Have been deemed as inappropriate candidates by the China Securities Regulatory Commission and its dispatched agencies within the last 12 months;
(3) In the past 12 months, the company has been subject to administrative penalties or market ban measures by the China Securities Regulatory Commission and its dispatched agencies due to major violations of laws and regulations;
(4) Those who are not allowed to serve as company directors or senior managers as stipulated in the Company Law; (5) Those who are not allowed to participate in equity incentives of listed companies according to laws and regulations;
(6) Other circumstances determined by the China Securities Regulatory Commission.
After verification, our lawyers believe that as of the date of issuance of this legal opinion, the determination of the grant date, number of people, quantity and price of this grant complies with the relevant provisions of the "Administrative Measures" and other laws, regulations, rules, normative documents and the "Incentive Plan (Draft)". The company and the incentive objects granted have met the stock option grant conditions stipulated in the "Administrative Measures" and other laws, regulations, rules and normative documents and the "Incentive Plan (Draft)".
3. Information disclosure of this grant
According to the provisions of the "Management Measures" and the "Incentive Plan (Draft)", the company will promptly announce the resolutions of the 11th meeting of the third board of directors, the resolutions of the remuneration and assessment committee meeting of the company's board of directors and other documents related to this award. As this incentive plan progresses, the company should also comply with laws, regulations, rules and regulations.
The relevant provisions of legal opinions and normative documents shall be fulfilled in a timely manner.
After verification, our lawyers believe that the company has fulfilled its current information disclosure obligations in accordance with the provisions of the "Management Measures" and the "Incentive Plan (Draft)", and the company still needs to fulfill subsequent information disclosure obligations in accordance with the above provisions.
4. Conclusions
In summary, Cinda lawyers believe that as of the date of issuance of this legal opinion, this grant has obtained the necessary approvals and authorizations at this stage. The determination of the grant date, number of people, quantity and price of this grant complies with the relevant provisions of the "Administrative Measures" and other laws, regulations and normative documents and the "Incentive Plan (Draft)"; the company and the grant recipients have met the stock option grant conditions stipulated in the "Administrative Measures" and other laws, regulations, rules, normative documents and the "Incentive Plan (Draft)". The company still needs to continue to perform corresponding information disclosure obligations and go through relevant registration procedures in accordance with relevant regulations such as the "Administrative Measures" and "Self-Regulation Guidelines".
This legal opinion is made in duplicate, and each copy has the same legal effect. It will take effect after being signed by the person in charge of Cinda, Cinda lawyer and stamped by Cinda.
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Legal Opinion (This page has no text, but is the signature page of the "Legal Opinion of Guangdong Cinda Law Firm on the Grant of Reserved Part (First Batch) Stock Options to Incentive Objects under the 2026 Stock Option Incentive Plan of Shenzhen Zhiwei Intelligent Technology Co., Ltd.")
Guangdong Xinda Law Firm
Person in charge: Handling lawyer:
Li Zhong Zhu Yanting
Wang Qian
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