No. 1-1, Central 4th Road, Futian District, Shenzhen

Room 2803-04, Block 3, Kerry Construction Plaza

Zip Code: 518048

Telephone:(86-755) 2939-5288

Fax:(86-755) 2939-5289

Beijing Junhe (Shenzhen) Law Firm

About Shenzhen Huada Zhizao Technology Co., Ltd.

2024 Restricted Stock Incentive Plan Adjustment and Grant Related Matters

Legal Opinion

Shenzhen Huada Zhizao Technology Co., Ltd:

Beijing Junhe (Shenzhen) Law Firm (hereinafter referred to as "the Firm") accepts Shenzhen Huada Zhizao Branch

Ltd. (hereinafter referred to as the "Company" or "Huada Zhizao"), in respect of the company's proposed 2024

(hereinafter referred to as the "Incentive Plan") granted to the list of incentive recipients and the incentives.

The number of restricted shares granted to the incentive object is adjusted (hereinafter referred to as "this adjustment"), and restricted shares.

(hereinafter referred to as "this grant"), in accordance with the the People's Republic of China Companies Act (hereinafter referred to as "this grant").

Said "Company Law"), "the People's Republic of China Securities Law" (hereinafter referred to as "Securities Law"), "Listed Public

(hereinafter referred to as the "Administrative Measures"), "Shanghai Stock Exchange Science and Technology Board Stock."

Listing Rules (hereinafter referred to as the "Listing Rules"), Self-Regulatory Guidelines for Companies Listed on the Science and Technology Board No. 4-

-Disclosure of Equity Incentive Information "(the" Regulatory Guide ") and other the People's Republic of China (hereinafter referred to

"China" is only for the purpose of issuing this legal opinion, "China" does not include the Hong Kong Special Administrative Region, Macau

Special Administrative Region and Taiwan) officially announced and implemented the relevant laws, regulations, normative documents and "deep

The relevant provisions of the Articles of Association of Shenzhen Huada Zhizao Technology Co., Ltd. (hereinafter referred to as the "Articles of Association"), issued.

with this legal opinion.

In order to issue this legal opinion, our lawyers have reviewed the documents related to this legal opinion.

and obtained the following assurances from the Company to the Firm that the Company has provided the necessary information for the issuance of this legal opinion.

true and complete original written materials, copies, copies or oral testimony, without any

omitted or concealed; the copy materials or copies provided by it are identical to the original materials or originals, and

The validity of the original has not been revoked by the relevant government department during its validity period, and on the date of this legal opinion.

Beijing Headquarters Tel: (86-10) 8519-1300 Shanghai Branch Tel: (86-21) 5298-5488 Guangzhou Branch Tel: (86-20) 2805-9088 Shenzhen Branch Tel: (86-755) 2939-5288

Fax: (86-10) 8519-1350 Fax: (86-21) 5298-5492 Fax: (86-20) 2805-9099 Fax: (86-755) 2939-5289

Hangzhou Branch Tel: (86-571) 2689-8188 Chengdu Branch Tel: (86-28) 6739-8000 Xi 'an Branch Tel: (86-29) 8550-9666 Qingdao Branch Tel: (86-532) 6869-5000

Fax: (86-571) 2689-8199 Fax: (86-28) 6739 8001 Fax: (86-532) 6869-5010

Dalian Branch Tel: (86-411) 8250-7578 Haikou Branch Tel: (86-898)3633-3401 Hong Kong Branch Tel: (852) 2167-0000 new york Branch Tel: (1-737) 215-8491

Fax: (86-411) 8250-7579 Fax: (86-898)3633-3402 Fax: (852) 2167-0050 Fax: (1-737) 215-8491

Silicon Valley Branch Tel: (1-888) 886-8168 Seattle Branch Tel: (1-425) 448-5090 www.junhe.com

Fax: (1-888) 808-2168 Fax: (1-888) 808-2168

The documents provided by it and the facts stated are true, accurate and complete, and all parties who have signed or will sign the documents are in existence and duly authorized to sign such documents in accordance with the law. For the fact that the issuance of this legal opinion is essential and cannot be supported by independent evidence, the firm relies on relevant certificates and explanatory documents issued by relevant departments, companies or other related parties.

The firm only issues legal opinions in accordance with the relevant provisions of the laws, regulations and regulatory documents currently in force in China, and does not issue legal opinions in accordance with any laws outside China. The Exchange only comments on important legal issues that have occurred or existed before the date of issuance of this legal opinion and related to this adjustment and this grant, and does not comment on the value of the underlying stock and the grant price involved in the company's incentive plan., The rationality of performance appraisal objectives and other issues, as well as non-legal professional matters such as accounting, finance, auditing, and investment decision-making. The quotation of the contents of accounting, auditing and other professional documents (including but not limited to audit reports, etc.) by our lawyers in this legal opinion does not mean that our lawyers make any express or implied guarantee of the authenticity and accuracy of these professional documents and the quoted contents, nor do our lawyers have the professional qualifications to verify and judge these professional documents and the quoted contents.

This legal opinion is for the Company's use only for the purpose of this adjustment and this grant and may not be used for any other purpose. The firm agrees that the company will take this legal opinion as one of the necessary documents for the implementation of this adjustment and this grant, submit it to the Shanghai Stock Exchange together with other materials and make an announcement, and assume responsibility for this legal opinion. The Firm agrees that the Company shall quote the relevant contents of this legal opinion in accordance with the law in the relevant documents prepared for the implementation of this adjustment and this grant, but such quotation shall not be made in any way that may lead to a deviation in the understanding of the Firm's opinion.

In accordance with the provisions and requirements of relevant Chinese laws, regulations and normative documents such as the Securities Law, the measures for the Administration of Law firms engaging in Securities legal Business and the rules for the practice of Securities legal Business of Law firms (for trial implementation), and in accordance with the recognized business standards, ethics and diligence of the lawyer industry, the relevant documents and facts provided by the company have been verified and verified, and the legal opinions are hereby issued as follows:

1. this adjustment and this grant of approval and authorization

According to the relevant meeting resolutions provided by the company, the announcement of the announcement and verification opinions of the board of supervisors of Shenzhen Huada Zhizao Technology Co., Ltd. on the list of incentive objects of the company's 2024 restricted stock incentive plan, as of the date of issuance of this legal opinion, the procedures that the company has performed on this adjustment and related matters of this grant are as follows:

1. On June 11, 2024, the company held the sixth meeting of the second board of directors, deliberated and passed

The proposal on the company's 2024 restricted stock incentive plan (Draft) and its summary, the proposal on the assessment and management measures for the implementation of the 2024 restricted stock incentive plan and the proposal on requesting the general meeting of shareholders of the company to authorize the board of directors to handle matters related to equity incentive.

2. On June 11, 2024, the company held the sixth meeting of the second board of supervisors, deliberated and passed

Proposal on the company's "2024 Restricted Stock Incentive Plan (Draft)" and its summary "," Proposal on the Company's "2024 Restricted Stock Incentive Plan Implementation Assessment Management Measures" and "About Verification of the Company's" 2024 Restricted Stock Incentive Plan Incentive List> Proposal ". On the same day, the board of supervisors of the company verified the relevant matters of the incentive plan and issued relevant verification opinions.

3. on June 12, 2024, the Company disclosed the "Shenzhen Huada Zhizao Technology Co.

Announcement on Public Solicitation of Entrusted Voting Rights by Independent Directors (Announcement No. 2024-037), Mr. Xu Huaibin, an independent director, solicited entrusted voting rights from all shareholders of the Company in accordance with the entrustment of other independent directors of the Company on the relevant proposals of this incentive plan to be considered by the Company's 2023 Annual General Meeting of Shareholders.

4. From June 12, 2024 to June 21, 2024, the Company's proposed incentives for this incentive plan

The list of objects is publicized within the company. During the publicity period, the Supervisory Board of the Company did not receive any information from any employee regarding this

Secondary Incentive PlanObjections raised by the incentive target. On June 22, 2024, the Company disclosed the Shenzhen Huada

The board of supervisors of Zhizao Technology Co., Ltd. on the company's 2024 restricted stock incentive plan incentive list of public information and audit opinions (Announcement No. 2024-040).

5. On June 28, 2024, the Company held its 2023 Annual General Meeting of Shareholders and considered and adopted the "On

The proposal on the company's 2024 restricted stock incentive plan (Draft) and its summary, the proposal on the assessment and management measures for the implementation of the 2024 restricted stock incentive plan and the proposal on requesting the general meeting of shareholders of the company to authorize the board of directors to handle matters related to equity incentive.

6. On June 29, 2024, the Company disclosed the "Shenzhen Huada Zhizao Technology Co.

2024 Restricted Stock Incentive Plan Insider Information Insider's Self-Examination Report on the Trading of Company Shares (Announcement No. 2024-042).

7. On July 2, 2024, the company held the seventh meeting of the second board of directors, deliberated and adopted

The Bill to Adjust Matters Related to the Company's 2024 Restricted Stock Incentive Plan and the Bill to Incentive Objects.

Bill to Grant Restricted Stock. According to the written confirmation issued by Huada Zhizao, the proposed incentive objects involved in this incentive plan include Mr. Yu Dejian, a director of the company. Therefore, Mr. Yu Dejian, a related director, has abstained from voting on the above proposal at the above board meeting.

8. On July 2, 2024, the Company held the seventh meeting of the second session of the Supervisory Board and considered and adopted

The Bill to Adjust Matters Related to the Company's 2024 Restricted Stock Incentive Plan and the Bill to Incentive Objects.

Bill to Grant Restricted Stock. On the same day, the board of supervisors of the company made a report on July 2, 2024 (hereinafter referred to

"Grant Day") was verified and issued the "Verification Opinions of the Supervisory Board of Shenzhen Huada Zhizao Technology Co., Ltd. on the List of Incentive Objects of the 2024 Restricted Stock Incentive Plan" (hereinafter referred to as the "Verification Opinions").

In summary, our lawyers believe that as of the date of this legal opinion, this adjustment and this grant have obtained the necessary approvals and authorizations at this stage, comply with the "Administrative Measures", "Listing Rules", "Regulatory Guidelines" and the "Shenzhen Huada Zhizao Technology Co., Ltd. 2024 Restricted Stock Incentive Plan (Draft)" (hereinafter referred to as the "Incentive Plan" ") relevant provisions. 2. the main content of this adjustment

On July 2, 2024, the company held the seventh meeting of the second board of directors, deliberated and adopted the "on

The proposal to adjust matters related to the company's 2024 restricted stock incentive plan, the board of directors, in accordance with the incentive plan and the relevant authorization of the 2023 annual general meeting of shareholders, adjusted the incentive objects granted by this incentive plan and the number of restricted shares granted to each incentive object; after this adjustment, the incentive objects granted by the company's incentive plan were adjusted from 325 to 316, the total amount of restricted shares to be granted under the incentive plan remains unchanged if the shares of restricted shares to be released are adjusted and allocated to other incentive objects under the incentive plan.

According to the company's written confirmation, in addition to the above adjustment content, the implementation of the incentive plan and the other content of the incentive plan is consistent.

Based on the above, our lawyers believe that this adjustment complies with the relevant provisions of the "Management Measures", "Regulatory Guidelines" and "Incentive Plan.

3. the specifics of this award

(I) date of this grant

On June 28, 2024, the Company held its 2023 Annual General Meeting of Shareholders to consider and approve the "Report on the Proposal".

The general meeting of shareholders of the company is requested to authorize the board of directors to handle the proposal on matters related to equity incentive, and authorize the board of directors to determine the grant date of this incentive plan.

On July 2, 2024, the company held the seventh meeting of the second board of directors and the seventh meeting of the second board of supervisors.

The second meeting, respectively, considered and passed the "Proposal on the Grant of Restricted Stock to Incentive Objects" to determine the grant.

The grant date is July 2, 2024.

According to the written confirmation issued by Huada Zhizao and verified by our lawyers, the above-mentioned grant date determined by the board of directors of the company shall be within 60 days from the date of deliberation and approval of the incentive plan at the general meeting of shareholders of the company, and shall be the trading day.

Based on the above, our lawyers believe that the grant date of this grant complies with the relevant provisions of the "Administrative Measures" and "Incentive Plan.

(II) the incentive object, quantity and price of the grant.

According to the "Incentive Plan", the resolutions of the seventh meeting of the company's second board of directors, the resolutions of the seventh meeting of the company's second board of supervisors, and the company's confirmation, the total number of incentive objects granted this time is 316, which are the company (including subsidiaries) Directors, senior managers, core technical personnel and key business personnel (excluding independent directors and supervisors), the restricted stocks involved in this grant are 6.555 million shares, the grant price is 26.15 yuan/share.

To sum up, our lawyers believe that the incentive object, quantity and price of this grant are in line with the relevant provisions of the administrative measures and the incentive plan.

(III) Conditions of Grant for this Grant

In accordance with the provisions of the Administrative Measures and the Incentive Plan, the Company may grant restricted stock to the incentive recipients when the following conditions are met:

1, the company has not occurred in any of the following circumstances:

(1) The financial accounting report of the most recent fiscal year has been issued by a certified public accountant with a negative opinion or an audit report that cannot express an opinion;

(2) An audit report on internal control over financial reporting for the most recent fiscal year in which a certified public accountant has issued an adverse opinion or is unable to express an opinion;

(3) Failure to distribute profits in accordance with laws and regulations, the Articles of Association and public commitments within the last 36 months after listing;

(4) Where laws and regulations stipulate that equity incentives may not be implemented;

(5) Other circumstances determined by the China Securities Regulatory Commission (hereinafter referred to as the "CSRC").

2. The incentive object does not have any of the following situations:

(1) It has been determined by the stock exchange as an inappropriate person within the last 12 months;

(2) It has been identified as an inappropriate candidate by the CSRC and its dispatched offices within the last 12 months;

(3) Administrative penalties or market bans imposed by the CSRC and its dispatched offices for major violations of laws and regulations in the last 12 months;

(4) having the circumstances stipulated in the Company Law that they are not allowed to serve as directors or senior managers of the company;

(5) Laws and regulations shall not participate in the equity incentive of listed companies;

(6) Other circumstances determined by the CSRC.

According to the Articles of Association of Shenzhen Huada Zhizao Technology Co., Ltd. 2023 Annual Report, Huada Zhizao profit distribution related announcement documents, KPMG Huazhen accounting firm (special general partnership) in.

The Audit Report (KPMG Hua Zhen Shen Zi No. 2406792) issued on 24 April 2024 and

The Internal Control Audit Report of Shenzhen Huada Zhizao Technology Co., Ltd. (KPMG Hua Zhen Shen Zi No. 2408820), verification opinions and other documents and the announcement disclosed by the company, as well as the written confirmation issued by Huada Zhizao, as of the date of issuance of this legal opinion, neither the company nor the incentive object of this grant has the above-mentioned situation that restricted shares cannot be granted, and the conditions for this grant have been met, the implementation of this grant by the company to the incentive object complies with the relevant provisions of the Administrative Measures, the Listing Rules and the Incentive Plan.

Disclosure (IV) the Grant

According to the written confirmation issued by Huada Zhizao, the company will promptly announce the resolutions of the seventh meeting of the second board of directors, the resolutions of the seventh meeting of the second board of supervisors and other documents related to this award. With the implementation of this incentive plan, the company still needs to continue to perform the corresponding information disclosure obligations in accordance with the "Administrative Measures", "Listing Rules", "Regulatory Guidelines" and other relevant laws, regulations, and regulatory documents.

In summary, our lawyers believe that as of the date of issuance of this legal opinion, the company has fulfilled its information disclosure obligations in compliance with the "Administrative Measures", "Listing Rules", "Regulatory Guidelines" and other relevant laws, regulations, and regulatory documents. With the implementation of this incentive plan, the company still needs to continue to perform the corresponding information disclosure obligations in accordance with relevant laws, regulations, and regulatory documents.

4. concluding comments

In summary, our lawyers believe that, as of the date of this legal opinion:

(I) this adjustment and this grant have obtained the necessary approvals and authorizations, and comply with the relevant provisions of the "Administrative Measures", "Listing Rules", "Regulatory Guidelines" and "Incentive Plan;

(II) this adjustment is in line with the relevant provisions of the Management Measures, the Regulatory Guide and the Incentive Plan;

(III) the grant date, incentive object, grant quantity and grant price of this grant comply with the relevant provisions of the Administrative Measures and the Incentive Plan; the grant conditions of this grant have been met, and the implementation of this grant by the Company complies with the relevant provisions of the Administrative Measures, the Listing Rules and the Incentive Plan;

The information disclosure obligations that the (IV) company has fulfilled comply with the provisions of relevant laws, regulations, and regulatory documents such as the Administrative Measures, the Listing Rules, and the Regulatory Guidelines; with the implementation of this incentive plan, the company still needs to comply with relevant laws and regulations, The provisions of the normative documents continue to perform the corresponding information disclosure obligations.

This legal opinion shall take effect after being signed by our lawyers and stamped with our official seal.

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