Beijing Weiheng (Shanghai) Law Firm
Legal Opinion on the 2026 Restricted Stock Incentive Plan (Draft) of Shanghai Annoque Group Co., Ltd.
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Table of Contents
Definitions
I. Eligibility of the Company to Implement the Incentive Plan
II. Main Content and Compliance of the Incentive Plan
III. Statutory Procedures Involved in the Incentive Plan
IV. Determination of Participants in the Incentive Plan
V. Information Disclosure of the Incentive Plan
VI. Whether the Company Provides Financial Assistance to Participants
VII. Impact of the Incentive Plan on the Company and All Shareholders
VIII. Recusal of Interested Directors
IX. Concluding Opinion
In this legal opinion, unless the context otherwise requires, the following terms or abbreviations have the following meanings:
| Term | Definition |
|---|---|
| Company, Annoque, Listed Company | Shanghai Annoque Group Co., Ltd. (formerly known as Shanghai Annoque Textile Chemical Co., Ltd.) |
| Incentive Plan, This Plan | Shanghai Annoque Group Co., Ltd. 2026 Restricted Stock Incentive Plan |
| Incentive Plan (Draft) | Shanghai Annoque Group Co., Ltd. 2026 Restricted Stock Incentive Plan (Draft) |
| Restricted Stock, Class I Restricted Stock | Company shares granted to participants at conditions and prices stipulated by this plan, subject to a lock-up period and releasable upon meeting specified conditions |
| Participant | Directors, senior management, middle management, and core technical (business) personnel of the company (including subsidiaries and branches) receiving restricted stock |
| Grant Date | The date on which the company grants restricted stock to participants, which must be a trading day |
| Grant Price | The price at which participants acquire company shares under the incentive plan |
| Lock-up Period | The period during which restricted stock cannot be transferred, pledged, or used to repay debts, starting from the registration date of the grant |
| Unlock Period | The period during which restricted stock may be unlocked and traded after meeting the conditions set by the plan |
| Unlock Conditions | Conditions that must be met for the restricted stock to be unlocked |
| Term | Definition |
|---|---|
| Remuneration and Appraisal Committee | The Remuneration and Appraisal Committee under the Board of Directors |
| 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 Securities on the ChiNext Market of the Shenzhen Stock Exchange |
| Self-Regulatory Guidelines No. 1 | Shenzhen Stock Exchange ChiNext Market Self-Regulatory Guidelines No. 1 — Business Handling |
| Articles of Association | Articles of Association of Shanghai Annoque Group Co., Ltd. |
| CSRC | China Securities Regulatory Commission |
| SZSE | Shenzhen Stock Exchange |
| Registration and Clearing Company | China Securities Depository and Clearing Corporation Limited, Shenzhen Branch |
| Our Firm | Beijing Weiheng (Shanghai) Law Firm |
| Our Lawyers | The signing lawyers of this legal opinion |
| Yuan, Ten Thousand Yuan | RMB Yuan, RMB Ten Thousand Yuan |
To: Shanghai Annoque Group Co., Ltd.
Beijing Weiheng (Shanghai) Law Firm (hereinafter referred to as "our firm") has been engaged by Shanghai Annoque Group Co., Ltd. (hereinafter referred to as "Annoque" or the "Company") to serve as special legal counsel for the implementation of the 2026 Restricted Stock Incentive Plan (hereinafter referred to as the "Incentive Plan" or "this plan").