Definitions
Unless otherwise specified, the following terms have the specific meanings indicated in this legal opinion:
| Term | Meaning |
|---|---|
| Energy New Material, Company, This Company | Yunnan Energy New Material (Group) Co., Ltd. (formerly known as "Yunnan Energy New Material Co., Ltd.", "Yunnan Innovation New Material Co., Ltd." (abbreviated as "Innovation Shares") (Stock Code: 002812) |
| Incentive Plan (Draft) | Yunnan Energy New Material (Group) Co., Ltd. 2026 Restricted Stock Incentive Plan (Draft) |
| Implementation Assessment Measures | Yunnan Energy New Material (Group) Co., Ltd. 2026 Restricted Stock Incentive Plan Implementation Assessment Management Measures |
| Incentive Plan / This Incentive Plan | Yunnan Energy New Material (Group) Co., Ltd. 2026 Restricted Stock Incentive Plan |
| Restricted Stock, Underlying Stock | Company shares granted to incentive targets at the price and conditions specified in this plan, subject to a lock-up period and released for circulation upon meeting specified conditions |
| Incentive Target | Company directors, senior management, core technical (business) personnel, and other personnel deemed necessary by the Board of Directors to be incentivized under this plan |
| Grant Date | The date the company grants restricted stock to incentive targets, which must be a trading day |
| Grant Price | The price at which the company grants each share of restricted stock to incentive targets |
| Lock-up Period | The period during which restricted stock granted under this plan is prohibited from being transferred, used as collateral, or used to repay debts, calculated from the date of registration of the grant |
| Unlock Period | The period during which restricted stock held by incentive targets can be unlocked and traded on the market after the unlocking conditions specified in this plan are met |
| Unlocking Conditions | The conditions that must be met for the restricted stock granted to incentive targets to be unlocked under this plan |
| Validity Period | The period from the completion of the registration of the restricted stock grant until all restricted stock granted to incentive targets is unlocked or repurchased and cancelled |
| SZSE | Shenzhen Stock Exchange |
| Articles of Association | Articles of Association of Yunnan Energy New Material (Group) Co., Ltd. |
| Company Law | Company Law of the People's Republic of China |
| Securities Law | Securities Law of the People's Republic of China |
| Administrative Measures | Administrative Measures on Equity Incentives of Listed Companies |
| Listing Rules | Rules Governing the Listing of Stocks on the Shenzhen Stock Exchange |
| Self-Regulatory Guidelines No. 1 | Shenzhen Stock Exchange Listed Company Self-Regulatory Guidelines No. 1 — Business Handling |
| CSRC | China Securities Regulatory Commission |
| This Firm | Grandall Law Firm (Shanghai) |
| This Firm's Lawyers | The lawyers assigned by this firm |
| Yuan | Renminbi Yuan, unless otherwise specified |
Introduction
Grandall Law Firm (Shanghai) was engaged by Energy New Material to issue this legal opinion regarding the 2026 Restricted Stock Incentive Plan (Draft) in accordance with the Company Law, the Securities Law, the Administrative Measures, the Self-Regulatory Guidelines No. 1, the Administrative Measures for Law Firms Engaging in Securities Legal Business, the Practice Rules for Law Firms Engaging in Securities Legal Business, and other relevant laws, regulations, and normative documents, as well as the Articles of Association.
This firm's lawyers have issued this legal opinion based on facts that occurred or existed prior to the date of issuance and in accordance with current Chinese laws, regulations, and relevant provisions of the CSRC, and declare the following: