Zip Code:510623 Tel:86-020-37392666 Fax:86-020-373926826

E-mail: kangda@kangdalawyers.com

Beijing, Xi'an, Shenzhen, Haikou, Shanghai, Guangzhou, Hangzhou, Shenyang, Nanjing, Tianjin, Heze, Chengdu, Suzhou, Hohhot, Hong Kong, Wuhan, Zhengzhou, Changsha, Xiamen, Chongqing, Hefei, Ningbo

Beijing Kangda (Guangzhou) Law Firm

About Shengyi Electronics Co., Ltd

The reserved portion of the 2024 restricted stock incentive plan is granted to related matters

Legal Opinions

Kangda Fayi Zi [2025] No. 0091

April 2025

Beijing Kangda (Guangzhou) Law Firm

About Shengyi Electronics Co., Ltd

The reserved portion of the 2024 restricted stock incentive plan is granted to related matters

Legal Opinions

Kangda Fayi Zi [2025] No. 0091

To: Shengyi Electronics Co., Ltd

Beijing Kangda (Guangzhou) Law Firm was entrusted by Shengyi Electronics Co., Ltd. (hereinafter referred to as the "Company" or "Shengyi Electronics") to serve as the legal counsel of the Company's 2024 restricted stock incentive plan (hereinafter referred to as the "Incentive Plan"), and assigned lawyer Wang Xuechen and lawyer Han Siming to participate in the legal work related to the incentive plan and issue this legal opinion. In accordance with the provisions of 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 Measures for the Continuous Supervision of Listed Companies on the Science and Technology Innovation Board (for Trial Implementation) and other relevant laws, administrative regulations, rules and normative documents, In accordance with the recognized business standards, ethics and diligence of the lawyer industry, this legal opinion is issued for the company's incentive plan.

In order to issue this legal opinion, our lawyers reviewed the 2024 Restricted Stock Incentive Plan (Draft) of Shengyi Electronics Co., Ltd. (hereinafter referred to as the "Incentive Plan"), the company's relevant shareholders' meeting documents, board meeting documents, board of supervisors meeting documents and other documents that our lawyers believe need to be reviewed, and verified and verified the relevant facts and materials by inquiring about the public information of government departments.

Regarding the issuance of this legal opinion, the firm and its lawyers declare as follows:

1. The firm and its handling lawyers issue legal opinions in accordance with the provisions of laws and regulations such as the Company Law, the Securities Law, the Administrative Measures, 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.

2. The firm and its handling lawyers have strictly performed their statutory duties in accordance with the provisions of laws and regulations, and have followed the principles of diligence and conscientiousness

The principle of good faith has been fully verified and verified to ensure that the facts identified in this legal opinion are true, accurate and complete, and that the concluding opinions issued are legal and accurate, and that there are no false records, misleading statements and major omissions, and bear corresponding legal responsibilities.

3. The firm and the handling lawyers only express opinions on the relevant legal matters of the company's incentive plan, and do not express opinions on professional matters such as accounting and auditing, and the firm and the handling lawyers do not have the legal qualifications to verify and make judgments on such professional matters. The quotation of statements and data related to such professional matters or the contents of professional reports such as accounting reports and audit reports by the firm and the handling lawyer in this legal opinion does not mean that the firm and the handling lawyer make any express or implied guarantee of the authenticity and validity of these quotations.

4. The Company has guaranteed that the information, documents or materials provided to the Company in connection with this Legal Opinion are true, accurate, complete and valid, and there are no false records, misleading statements or material omissions; If the documents and materials are copies or photocopies, the contents are consistent with the originals or originals; The signatories of all documents have full capacity for civil conduct and have been duly and validly authorized to sign them; The signatures and seals on all documents or materials are genuine.

5. For the facts that are essential to this legal opinion and cannot be supported by independent evidence, the firm and the handling lawyer rely on the certification or confirmation documents issued or provided by the relevant government departments, relevant units or relevant persons, as well as the publicly available information of the competent authorities to issue legal opinions, and the authenticity, validity, completeness and accuracy of such certificates, confirmation documents or information shall be borne by the unit or person that issued such certificates, confirmation documents or published such public information.

6. The firm agrees to use this legal opinion as a necessary legal document for the company's incentive plan, and to report it to the stock exchange and disclose relevant information together with other materials.

This legal opinion is only for the purpose of the company's incentive plan, and shall not be used for any other purpose without the written consent of the firm.

1. Approval and authorization of the reserved part of the incentive plan

1. The ninth meeting of the third board of directors of the company was held on April 25, 2024, and the > on the < of the company's 2024 restricted stock incentive plan (draft) was deliberated and approved and its summary of the bill" and other bills.

2. The sixth meeting of the third board of supervisors of the company was held on April 25, 2024, and the list of incentive objects of this incentive plan was verified, and it was believed that the subject qualifications of the incentive objects of this incentive plan were legal and valid.

3. From April 29, 2024 to May 8, 2024, the company made an internal announcement of the names and positions of the incentive recipients 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 to the incentive objects corresponding to the company's first grant of shares. On May 10, 2024, the Company disclosed the Board of Supervisors' "Publicity Statement and Verification Opinions on the List of Incentive Recipients Granted for the First Time in the Company's 2024 Restricted Stock Incentive Plan".

4. On May 16, 2024, the company's first extraordinary general meeting of shareholders in 2024 deliberated and approved the "About < Company

Proposal on the > and Summary of the 2024 Restricted Stock Incentive Plan (Draft)", "Proposal on the > of the Company's Measures for the Implementation of the Assessment and Management Measures for the Implementation of the < 2024 Restricted Stock Incentive Plan", "Proposal on Requesting the General Meeting of Shareholders to Authorize the Board of Directors to Handle Matters Related to the Restricted Stock Incentive Plan" and other proposals.

5. According to the authorization of the company's first extraordinary general meeting of shareholders in 2024, on June 7, 2024, the eleventh meeting of the third board of directors of the company deliberated and approved the "Proposal on Adjusting Matters Related to the 2024 Restricted Stock Incentive Plan" and the "Proposal on Granting 2024 Restricted Shares to the Incentive Object for the First Time".

6. On June 7, 2024, the seventh meeting of the third board of supervisors of the company deliberated and approved the "Proposal on Adjusting Matters Related to the 2024 Restricted Stock Incentive Plan" and the "Proposal on Granting 2024 Restricted Shares to the Incentive Recipients for the First Time".

7. On April 17, 2025, the 22nd meeting of the third board of directors of the company deliberated and passed the "Proposal on Granting Reserved Part of Restricted Shares to the Incentive Recipients of the 2024 Restricted Stock Incentive Plan", and the board of directors agreed to take April 17, 2025 as the grant date of this reserved grant, and the grant price was 5.01 yuan per share, and 3,910,118 restricted shares were granted to 266 incentive recipients. According to the authorization of the company's first extraordinary general meeting of shareholders in 2024, the above proposals are within the scope of the company's board of directors' deliberation authority and do not need to be submitted to the company's general meeting of shareholders for deliberation.

8. On April 17, 2025, the thirteenth meeting of the third board of supervisors of the company deliberated and passed the "Proposal on Granting Reserved Part of Restricted Shares to the Incentive Recipients of the 2024 Restricted Stock Incentive Plan", and the board of supervisors agreed to take April 17, 2025 as the grant date of this reserved grant, and the grant price was 5.01 yuan per share, and 3,910,118 restricted shares were granted to 266 incentive recipients. On the same day, the board of supervisors of the company issued the "Verification Opinions of the Board of Supervisors on the List of Reserved Incentive Recipients of the Company's 2024 Restricted Stock Incentive Plan (as of the Reserved Grant Date)", in which the Board of Supervisors of the Company believes that the incentive objects meet the conditions stipulated in relevant laws, regulations, rules and normative documents, and their qualifications as the main body of the company's incentive plan are legal and valid, and the conditions for granting restricted shares have been achieved. Agreed to the list of incentive recipients reserved for this incentive plan, agreed that the reserved grant date of this incentive plan is April 17, 2025, and granted 3,910,118 restricted shares to 266 incentive recipients at a grant price of RMB 5.01 per share.

To sum up, the lawyers of the firm believe that as of the date of the issuance of this legal opinion, the company has obtained the necessary approvals and authorizations for the reserved part of the incentive plan at this stage, which is in line with the relevant provisions of the "Management Measures" and other laws, regulations and normative documents and the "Incentive Plan".

2. Matters related to the grant of this reservation

(1) The date of grant of this reservation

On April 17, 2025, the Company held the 22nd meeting of the 3rd Board of Directors and the 3rd Board of Supervisors

At the 13th meeting, the "Grant of Reserved Part to the Incentive Recipients of the 2024 Restricted Stock Incentive Plan" was deliberated and approved

Restricted Stock Proposal", which determines April 17, 2025 as the grant date of this reserved grant.

According to the verification of our lawyers, the grant date of the reserved part of the company's incentive plan is within 12 months after the company's general meeting of shareholders deliberates and approves the incentive plan, and it is the transaction date.

To sum up, our lawyers believe that the grant date of the reserved grant complies with the relevant provisions of the Administrative Measures, the Listing Rules and the Incentive Plan on the grant date.

(2) The granting object, the number and the grant price of the reserved grant

According to the company's "Incentive Plan" and the 22nd meeting of the company's third board of directors and the 10th meeting of the third board of supervisors

On April 17, 2025, the three meetings deliberated and approved the "Incentive Pairs to the 2024 Restricted Stock Incentive Plan".

Like the proposal to grant reserved part of the restricted shares, the company granted 3,910,118 restricted shares to 266 incentive recipients at a grant price of 5.01 yuan per share.

To sum up, our lawyers believe that the granting object, number and grant price of the reserved grant comply with the relevant provisions of the Administrative Measures, the Listing Rules and the Incentive Plan.

(3) The conditions for the award of this incentive plan

After inspection, the following conditions for the award of this incentive plan have been fulfilled:

1. According to the company's confirmation and the standard unqualified opinion issued by Huaxing Certified Public Accountants (Special General Partnership) after the audit of the company's 2024 annual financial report, the "Audit Report" (Huaxing Shen Zi [2025] No. 2401280012), the "Internal Control Audit Report" (Huaxing Shen Zi [2025] No. 2402480021), as well as the resolutions of the general meeting of shareholders and the announcement on the implementation of equity distribution related to profit distribution in the last three years, the articles of association of the company, the board of directors and the board of supervisors of the company

Resolution, verification opinions of the board of supervisors of the company and other relevant materials, and the lawyers of the firm log on to the websites of the China Securities Regulatory Commission and the Shanghai Stock Exchange to inquire about the company's relevant announcement information, the company has not occurred 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 financial reporting in the most recent fiscal year was issued by a certified public accountant with a negative opinion or unable to express an opinion;

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

(4) Circumstances where laws and regulations prohibit the implementation of equity incentives;

(5) Other circumstances determined by the China Securities Regulatory Commission that the equity incentive plan shall not be implemented.

2. According to the company's confirmation, the relevant statements and/or certificates of no criminal record issued by the incentive recipients, the relevant resolutions of the company's board of directors and the board of supervisors, the verification opinions of the company's board of supervisors and other relevant materials, and the firm's lawyers carry out online information public inquiries on the securities and futures market dishonesty record inquiry platform and other websites, the incentive objects reserved for this incentive plan do not include the company's supervisors, independent directors, shareholders or actual controllers holding more than 5% of the shares individually or collectively, and their spouses, parents, and children. The incentive recipient does not have any of the following circumstances:

(1) has been identified as an unsuitable person by the stock exchange within the last 12 months;

(2) Identified as an unsuitable person by the China Securities Regulatory Commission and its dispatched agencies within the last 12 months;

(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 a listed company;

(6) Other circumstances determined by the China Securities Regulatory Commission.

To sum up, our lawyers believe that as of the date of the issuance of this legal opinion, the conditions for the grant of the reserved part of the company's incentive plan have been fulfilled, and the company's grant of reserved part of the restricted shares to the incentive recipients is in accordance with the relevant provisions of the "Administrative Measures", "Listing Rules" and the "Incentive Plan".

Concluding remarks

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

1. The Company has obtained the necessary approvals and authorizations for the grant of the reserved part of the incentive plan at this stage, which is in line with the relevant provisions of the Administrative Measures, the Listing Rules and the Incentive Plan;

2. The grant date, grant object, grant quantity and grant price of the reserved part of the incentive plan comply with the relevant provisions of the Administrative Measures, the Listing Rules and the Incentive Plan;

3. The conditions for the reserved grant of the company's incentive plan have been fulfilled, and the company's reserved grant complies with the relevant provisions of the "Administrative Measures", "Listing Rules" and the "Incentive Plan";

4. The company still needs to fulfill the corresponding information disclosure obligations in accordance with the law for the grant of the reserved part of the incentive plan.

This legal opinion shall come into force after being stamped by the firm and signed by the firm's lawyer.

The original of this legal opinion shall be in triplicate.