11th and 12th Floor, Taiping Financial Building, No. 6001 Yitian Road, Futian District, Shenzhen, China, Zip code: 518038

11&12/F,TaiPingFinanceTower,6001YitianRoad,FutianDistrict,Shenzhen,P.R.CHINA

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Website: https://www.sundiallawfirm.com

Xinda Li Zi (2025) No. 016

To: Guangdong Jiayuan Technology Co., Ltd

Guangdong Cinda Law Firm (hereinafter referred to as "Cinda" or "the Firm") was entrusted by Guangdong Jiayuan Technology Co., Ltd. (hereinafter referred to as the "Company") to serve as the special legal counsel for the Company's 2024 restricted stock incentive plan (hereinafter referred to as the "Incentive Plan"). 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 "Administrative Measures"), the Rules for the Listing of Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange (hereinafter referred to as the "Listing Rules"), the Self-Regulatory Guide for Listed Companies on the Science and Technology Innovation Board No. 4 - Information Disclosure of Equity Incentive Information (hereinafter referred to as the "Regulatory Guide") and other relevant laws and regulations, normative documents and the relevant provisions of the Articles of Association of Guangdong Jiayuan Technology Co., Ltd. (hereinafter referred to as the "Articles of Association"), Cinda issues this legal opinion on matters related to the company's incentive plan.

In order to issue this legal opinion, Cinda lawyers have verified and verified the relevant documents and facts of this incentive plan in accordance with the provisions of relevant laws, administrative regulations, normative documents and the requirements of the firm's business rules, and in accordance with the principles of prudence and importance. In response to this legal opinion, Cinda and Cinda lawyers make the following statements:

1. The Company has made a commitment to Cinda that it has provided Cinda and its lawyers with the true, accurate, complete and valid original written materials, duplicate materials, photocopied materials, scanned copies, written explanations, undertakings or oral testimony necessary for the issuance of this legal opinion; guarantee that the documents and materials provided and the statements made are true, accurate and complete, and that there is no concealment, falsehood or material omission; Ensure that all the stamps and signatures in the documents and materials provided by the company are true, and that the copies, copies or scans of the documents and materials are consistent with the originals or originals.

2. In accordance with the provisions of the Securities Law, the Administrative Measures for Law Firms Engaging in Securities Legal Business, and the Practice Rules for Securities Legal Business of Law Firms (for Trial Implementation), as well as the facts that have occurred or existed before the date of issuance of this legal opinion, Cinda and its lawyers have strictly performed their statutory duties, followed the principles of diligence and good faith, and conducted sufficient verification and verification to ensure that the facts identified in this legal opinion are true, accurate and complete, and the conclusive opinions issued are legal and accurate, and there are no false records. misleading statements or material omissions, and bear corresponding legal liabilities.

3. Cinda only issues legal opinions on legal issues in China related to the incentive plan, and does not express opinions on the reasonableness of the underlying stock value, assessment standards and other issues related to the incentive plan, as well as non-legal professional matters such as accounting, finance, auditing, etc. The accounting, auditing and other contents involved in this legal opinion are quoted in strict accordance with the reports issued by the relevant intermediaries, and do not mean that Cinda makes any express or implied guarantee for the authenticity and accuracy of these contents.

4. In order to issue this legal opinion, Cinda has reviewed the documents and materials provided by the company in connection with this incentive plan. For the facts that are crucial to the issuance of this legal opinion and cannot be supported by independent evidence, Cinda relies on the public disclosure of information or supporting documents issued by the official websites of the relevant government authorities, as well as the explanatory documents issued by the company and relevant entities.

Cinda and Cinda lawyers agree that this legal opinion shall be submitted or publicly disclosed together with other application materials as one of the necessary documents of the Company's incentive plan, and shall bear the corresponding legal responsibilities for the legal opinion issued in accordance with the law. This Legal Opinion is for the purpose of implementing this incentive plan only and may not be used for any other purpose without the prior written permission of Cinda.

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1. Authorization and approval of relevant matters granted herein

(1) On April 24, 2024, the company held the 21st meeting of the fifth board of directors, at which the meeting deliberated and approved the "Proposal on the Company's < 2024 Restricted Stock Incentive Plan (Draft) >(Draft) and its Summary" and "> on the Measures for the Implementation of the Assessment and Management of the Company's < 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 the 2024 Restricted Stock Incentive Plan" and other proposals. The Remuneration and Appraisal Committee of the Board of Directors expressed its concurring opinion on the above matters and agreed to submit the above proposals to the Board of Directors of the Company for deliberation.

On the same day, the company held the 15th meeting of the fifth board of supervisors, which deliberated and approved the "Proposal on the > and Summary of the Company's < 2024 Restricted Stock Incentive Plan (Draft)", "Proposal on the > of the Company's < for the Implementation of the 2024 Restricted Stock Incentive Plan" and "On Verification of the List of Incentive Recipients Granted for the First Time in the Company's < 2024 Restricted Stock Incentive Plan>The Board of Supervisors of the Company verified the matters of this incentive plan and issued relevant verification opinions.

(2) On April 25, 2024, the Company disclosed the "Announcement on the Public Solicitation of Proxy Voting Rights by Independent Directors" on the website of the Shanghai Stock Exchange (www.sse.com.cn), and according to the entrustment of other independent directors of the Company, Mr. Liao Chaoli, an independent director, as the solicitor, solicited voting rights from all shareholders of the Company on the proposals related to the equity incentive plan to be considered at the 2023 Annual General Meeting of Shareholders to be held by the Company on May 15, 2024.

(3) From April 27, 2024 to May 6, 2024, the company publicized the names and positions of the incentive recipients to be granted for the first time in this incentive plan. During the publicity period, the board of supervisors of the company did not receive any objections from employees to the list of proposed incentive objects. On May 9, 2024, the Company disclosed on the website of the Shanghai Stock Exchange (www.sse.com.cn) the "Announcement and Verification Opinions of the Board of Supervisors of Guangdong Jiayuan Technology Co., Ltd. on the List of Incentive Recipients Granted for the First Time in the Company's 2024 Restricted Stock Incentive Plan".

(4) On May 15, 2024, the company held the 2023 annual general meeting of shareholders to deliberate and pass the "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 and Management Measures", and "Proposal on Requesting the Company's General Meeting of Shareholders to Authorize the Board of Directors to Handle Matters Related to the 2024 Restricted Stock Incentive Plan". On May 16, 2024, the company disclosed the "Guangdong Jiayuan Technology Co., Ltd. on the website of the Shanghai Stock Exchange (www.sse.com.cn).

Self-inspection report on the trading of the company's shares and its derivatives by insiders with inside information of the restricted stock incentive plan in 2024 (Announcement No.: 2024-044).

(5) On May 22, 2024, the Company held the 23rd meeting of the 5th Board of Directors and the 17th meeting of the 5th Board of Supervisors, and deliberated and approved the "Proposal on Adjusting Matters Related to the 2024 Restricted Stock Incentive Plan" and "Proposal on Granting Restricted Shares to the Incentive Recipients of the Company's 2024 Restricted Stock Incentive Plan for the First Time". The Remuneration and Appraisal Committee of the Board of Directors expressed its concurring opinion on the grant, and the Board of Supervisors verified the list of incentive recipients granted on the first grant date and issued verification opinions.

(6) On March 14, 2025, the company held the 41st meeting of the 5th board of directors and the 26th meeting of the 5th board of supervisors, and deliberated and passed the "Proposal on Granting Reserved Restricted Shares to Incentive Recipients". The Remuneration and Appraisal Committee of the Board of Directors expressed its agreement on the grant, and the Board of Supervisors verified the list of incentive recipients granted on the grant date and issued verification opinions.

To sum up, Cinda lawyers believe that the company has obtained the necessary approvals and authorizations for the reserved grant of the incentive plan at this stage, and complies with the relevant provisions of laws, regulations, normative documents such as the Company Law, the Securities Law, the Administrative Measures, the Listing Rules, and the Regulatory Guide, as well as the relevant provisions of the 2024 Restricted Stock Incentive Plan (Draft) (hereinafter referred to as the "Incentive Plan (Draft)").

2. The specific circumstances of the award of this incentive plan

(1) The date of grant

1. According to the provisions of the "Incentive Plan (Draft)": "The incentive object reserved for the grant part shall be determined within 12 months after the incentive plan is reviewed and approved by the general meeting of shareholders, and the incentive object shall be proposed by the remuneration and assessment committee, deliberated by the board of directors, issued by the board of supervisors to express a clear opinion, and the law firm to issue a professional opinion and issued a legal opinion, and the company shall disclose the relevant information of the incentive object in a timely and accurate manner on the designated website as required." If the incentive object is not specified for more than 12 months, the reserved rights and interests will become invalid. The criteria for determining the incentive objects reserved for granting part shall refer to the criteria for the first grant and shall be determined according to the actual subsequent development of the company. ”

2. On May 15, 2024, the company held the 2023 annual general meeting of shareholders, which deliberated and approved the "Proposal on Requesting the General Meeting of Shareholders of the Company to Authorize the Board of Directors to Handle Matters Related to the 2024 Restricted Stock Incentive Plan", and the general meeting of shareholders of the company authorized the board of directors to determine the grant date of the incentive plan.

3. On March 14, 2025, the company held the 41st meeting of the 5th board of directors and the 26th meeting of the 5th board of supervisors, deliberated and passed the "Proposal on Granting Reserved Restricted Shares to Incentive Recipients", and determined March 14, 2025 as the reserved grant date.

According to the company's explanation and verified by Cinda lawyers, the grant date of this grant is confirmed by the board of directors of the company within 12 months after the approval of the incentive plan by the general meeting of shareholders, and the grant date is the transaction date, which is in line with the provisions on the grant date in the Incentive Plan (Draft).

In summary, Cinda lawyers believe that the determination of the grant date of the incentive plan is in accordance with the relevant provisions of the Company Law, Securities Law, Administrative Measures, Listing Rules, Regulatory Guide and other laws, regulations, normative documents and the Incentive Plan (Draft).

(2) The price, quantity and incentive object of the award

On March 14, 2025, the company held the 41st meeting of the 5th board of directors and the 26th meeting of the 5th board of supervisors, deliberated and passed the "Proposal on Granting Reserved Restricted Shares to Incentive Recipients", agreed that the reserved grant date of the company's incentive plan is March 14, 2025, and agreed to grant 410,000 restricted shares to 39 incentive recipients at a grant price of 10.23 yuan per share.

After verification, Cinda lawyers believe that the grant price, quantity and incentive objects of this incentive plan comply with the relevant provisions of the Company Law, the Securities Law, the Administrative Measures, the Listing Rules, the Regulatory Guide and the Incentive Plan (Draft).

(3) The conditions for granting

According to the Administrative Measures and other laws, regulations, normative documents and the relevant provisions of the Company's Incentive Plan (Draft), the incentive recipients shall meet the following conditions at the same time to receive restricted shares:

(1) The company has not experienced any of the following circumstances:

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

2. The audit report on the internal control of the financial report of the most recent fiscal year was issued by a certified public accountant with a negative opinion or could not express an opinion;

3. In the last 36 months after listing, there has been no profit distribution in accordance with laws and regulations, the articles of association and public commitments;

4. Where laws and regulations stipulate that equity incentives shall not be implemented;

5. Other circumstances recognized by the China Securities Regulatory Commission.

(2) The incentive recipient has not experienced any of the following circumstances:

1. Identified as an unsuitable person by the stock exchange in the last 12 months;

2. In the past 12 months, it has been identified as an unsuitable person by the China Securities Regulatory Commission and its dispatched agencies;

3. In the past 12 months, the China Securities Regulatory Commission and its dispatched agencies have been administratively punished or banned from entering the market due to major violations of laws and regulations;

4. Those who are prohibited from serving as directors or senior managers of the company as stipulated in the Company Law;

5. Laws and regulations stipulate that it is not allowed to participate in the equity incentive of listed companies;

6. Other circumstances identified by the China Securities Regulatory Commission.

According to the company's meeting documents, the "Audit Report" (Dahua Shen Zi [2024] No. 0011000702) issued by Dahua Certified Public Accountants (Special General Partnership) with December 31, 2023 as the base date, the "Internal Control Audit Report" (Dahua Nei Zi [2024] No. 0011000024), the list of incentive recipients, the labor contract of the incentive object, the social security payment voucher, and the resolution of the 41st meeting of the fifth board of directors of the company, The resolution of the 26th meeting of the fifth board of supervisors, the verification opinion issued by the board of supervisors of the company, the written confirmation issued by the company, and the official website of the China Securities Regulatory Commission and other official websites consulted by Cinda lawyers, and verified by Cinda lawyers, the company and the incentive object have not failed to meet the above grant conditions, and the grant conditions granted by the incentive plan have been achieved.

In summary, Cinda lawyers believe that the conditions for the grant of the incentive object of the incentive plan have been fulfilled, and the grant of the incentive plan complies with the relevant provisions of the Company Law, the Securities Law, the Administrative Measures, the Listing Rules, the Regulatory Guide and the Incentive Plan (Draft).

Concluding remarks

To sum up, Cinda lawyers believe that:

As of the date of issuance of this legal opinion, the necessary approvals and authorizations have been obtained for this grant; The grant conditions of this incentive plan have been fulfilled, and the grant date and grant price of this incentive plan are determined

The qualifications, the number of grants and the incentive objects comply with the relevant provisions of the Company Law, the Securities Law, the Administrative Measures, the Listing Rules, the Regulatory Guide and other laws, regulations, normative documents and the Incentive Plan (Draft). The company still needs to fulfill the corresponding information disclosure obligations in accordance with relevant regulations.

The original of this legal opinion shall be made in duplicate.

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