Legal Opinion on the Unfulfilled Conditions for the First Lock-up Period of Hubei Heyuan Gas Co., Ltd.'s 2024 Restricted Stock Incentive Plan
Definitions
In this legal opinion, unless otherwise specified, the following terms have the meanings ascribed to them:
- Hubei Heyuan Gas Co., Ltd. refers to the listed company.
- The incentive plan refers to the 2024 restricted stock incentive plan of Hubei Heyuan Gas Co., Ltd.
- The draft plan refers to the draft of the 2024 restricted stock incentive plan.
- The assessment method refers to the implementation assessment management method of the 2024 restricted stock incentive plan.
- Restricted stock refers to the company stock granted to incentive objects that will be obtained and registered in stages upon meeting the corresponding vesting conditions.
- Incentive objects refer to the individuals who receive restricted stock under the incentive plan, including directors, senior management, core management personnel, and others deemed necessary for incentive by the board.
- Grant date refers to the date on which the company grants restricted stock to the incentive objects.
- Grant price refers to the price at which the company grants each share of restricted stock to the incentive objects.
- The board refers to the board of directors of Hubei Heyuan Gas Co., Ltd.
- The supervisory board refers to the supervisory board of Hubei Heyuan Gas Co., Ltd.
- The shareholders' meeting refers to the shareholders' meeting of Hubei Heyuan Gas Co., Ltd.
- The Company Law refers to the Company Law of the People's Republic of China (2023 revision).
- The Securities Law refers to the Securities Law of the People's Republic of China (2019 revision).
- The management measures refer to the Management Measures for Equity Incentives of Listed Companies (2025 revision).
- The listing rules refer to the Shenzhen Stock Exchange Listing Rules (2025 revision).
- The self-regulatory guidelines refer to the Self-Regulatory Guidelines No. 1 of the Shenzhen Stock Exchange for Listed Companies.
- The articles of association refer to the articles of association of Hubei Heyuan Gas Co., Ltd.
- The China Securities Regulatory Commission refers to the China Securities Regulatory Commission.
- The Shenzhen Stock Exchange refers to the Shenzhen Stock Exchange.
- Tahota refers to Tahota (Wuhan) Law Firm.
- The firm’s lawyers refer to the lawyers assigned by the firm for this incentive plan.
- Yuan and ten thousand refer to Renminbi yuan and Renminbi ten thousand.
Introduction
To: Hubei Heyuan Gas Co., Ltd.
Tahota (Wuhan) Law Firm has been entrusted by Hubei Heyuan Gas Co., Ltd. to act as the special legal advisor for the company's 2024 restricted stock incentive plan. The firm’s lawyers have issued this legal opinion based on the Company Law, Securities Law, management measures, self-regulatory guidelines, and other relevant laws, regulations, and normative documents, adhering to recognized professional standards, ethical norms, and due diligence.
To issue this legal opinion, the firm’s lawyers reviewed the draft plan, assessment method, relevant meeting documents, the company's written explanations, and other documents deemed necessary for review. They also verified relevant facts and materials through inquiries of publicly available information from government departments. Based on the above, the firm issues the following legal opinions:
Declaration
This legal opinion is primarily based on the following assumptions:
- All documents and materials submitted by the company are true, accurate, complete, and valid, with no false records, misleading statements, or significant omissions. Copies of documents submitted via fax or email are consistent with the originals, and the originals submitted later are authentic, with no intentional concealment or significant omissions.
- All parties' statements and guarantees regarding facts in the incentive plan are true, accurate, and complete, with no false records, misleading statements, or significant omissions.
- The implementation of this equity incentive plan does not harm the interests of the listed company and all shareholders.
- There are no facts or other arrangements among the parties involved in the equity incentive plan that could affect the legal validity of the plan or the legal opinions stated in this document.