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Grandall Law Firm (Shanghai)
Legal Opinion on the 2026 Restricted Stock Incentive Plan of Shanxi QianYuan Pharmaceutical Group Co., Ltd.
25-28/F, Suhe Centre, 99 North Shanxi Road, Jing'an District, Shanghai, China
Tel: (+86)(21) 5234 1668 Fax: (+86)(21) 5234 1670
Website: http://www.grandall.com.cn
August 2026
Table of Contents
Definitions 2
Matters for Attorney Statement 5
Main Text 7
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Qualification of the Company to Implement this Incentive Plan 7
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Main Content of this Incentive Plan 8
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Statutory Procedures Required for Implementing this Incentive Plan 21
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Participants of this Incentive Plan 22
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Information Disclosure Obligations Related to this Incentive Plan 24
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The Company Has Not Provided Financial Assistance to Participants 24
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This Incentive Plan Does Not Harm the Interests of the Company and Shareholders or Involve Illegal Circumstances 24
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Recusal of Interested Directors in this Incentive Plan 25
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Conclusion 25
Definitions
In this legal opinion, unless the context otherwise requires, the following abbreviations and terms have the following meanings:
| Term | Definition |
|---|---|
| Company | Shanxi QianYuan Pharmaceutical Group Co., Ltd. |
| This Incentive Plan | Shanxi QianYuan Pharmaceutical Group Co., Ltd. 2026 Restricted Stock Incentive Plan |
| Incentive Plan (Draft) | Shanxi QianYuan Pharmaceutical Group Co., Ltd. 2026 Restricted Stock Incentive Plan (Draft) |
| Assessment Management Measures | Shanxi QianYuan Pharmaceutical Group Co., Ltd. 2026 Restricted Stock Incentive Plan Implementation Assessment Management Measures |
| Restricted Stock | Company shares granted to participants under the conditions and prices specified in this Incentive Plan, subject to a restricted period and unlockable upon meeting specified conditions |
| Participant | Directors, senior management, and core technical and management personnel serving in the Company, excluding independent directors, shareholders or actual controllers holding 5% or more of shares, and their spouses, parents, or children |
| Grant Date | The date the Company grants restricted stock to participants, which must be a trading day |
| Grant Price | The price at which the Company grants each share of restricted stock to participants |
| Validity Period | From the date of completion of the restricted stock grant registration until the date all granted restricted stock is unlocked or repurchased and cancelled |
| Restricted Period | The period during which participants are prohibited from transferring, using as collateral, or repaying debts with the restricted stock granted under this Incentive Plan |
| Unlocking Period | The period during which participants may unlock and trade their restricted stock after the unlocking conditions specified in this Incentive Plan are met |
| Unlocking Conditions | The conditions that must be met for the restricted stock granted to participants to be unlocked according to this Incentive Plan |
| Company Law | Company Law of the People's Republic of China |
| Securities Law | Securities Law of the People's Republic of China |
| Management Measures | Administrative Measures on Equity Incentives of Listed Companies |
| Regulatory Measures | Measures for the Continuous Supervision of Listed Companies on the ChiNext Market |
| Articles of Association | Articles of Association of Shanxi QianYuan Pharmaceutical Group Co., Ltd. |
| Listing Rules | Rules Governing the Listing of Stocks on the ChiNext Market of the Shenzhen Stock Exchange |
| Regulatory Guidelines | Shenzhen Stock Exchange ChiNext Market Listed Company Self-Regulatory Guidelines No. 1 — Business Handling |
| CSRC | China Securities Regulatory Commission |
| SZSE | Shenzhen Stock Exchange |
| This Firm | Grandall Law Firm (Shanghai) |
| Yuan | Renminbi Yuan |