[Image: Grandall Law Firm Logo]
Grandall Law Firm (Shanghai)
Legal Opinion on the 2026 Stock Appreciation Rights Incentive Plan of Shouhua Gas Technology (Shanghai) Co., Ltd.
Shanghai, July 2026
Table of Contents
Definitions 2
Matters for Attorney Declaration 4
Main Text 6
I. Conditions for the Company to Implement this Incentive Plan 6
II. Main Content of this Incentive Plan 7
III. Statutory Procedures Required for Implementing this Incentive Plan 8
IV. Participants of this Incentive Plan 9
V. Information Disclosure Obligations Involved in this Incentive Plan 10
VI. Whether the Company Provides Financial Assistance to Participants 11
VII. Absence of Harm to the Company and Shareholders' Interests or Illegal Circumstances 11
VIII. Recusal of Interested Directors in this Incentive Plan 11
IX. Conclusion 11
Definitions
In this legal opinion, unless the context otherwise requires, the following abbreviations and terms have the following meanings:
| Term | Definition |
|---|---|
| Company | Shouhua Gas Technology (Shanghai) Co., Ltd. |
| This Incentive Plan | Shouhua Gas Technology (Shanghai) Co., Ltd. 2026 Stock Appreciation Rights Incentive Plan |
| Incentive Plan (Draft) | Shouhua Gas Technology (Shanghai) Co., Ltd. 2026 Stock Appreciation Rights Incentive Plan (Draft) |
| Stock Appreciation Rights | The right granted by the Company to participants to receive the difference between the payment price and the exercise price paid by the Company, through simulated stock market price changes under certain conditions |
| Participants | Directors, senior management, and business/technical backbones and key/core position employees of the Company (including subsidiaries) who obtain stock appreciation rights in accordance with this Incentive Plan |
| Payment Price | The closing price of the stock on each exercise day |
| Exercise Price | The price at which the Company grants each stock appreciation right to the participants |
| 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 Shenzhen Stock Exchange |
| Regulatory Guidelines | Shenzhen Stock Exchange ChiNext Listed Company Self-Regulatory Guidelines No. 1 — Business Handling |
| Articles of Association | Articles of Association of Shouhua Gas Technology (Shanghai) Co., Ltd. |
| CSRC | China Securities Regulatory Commission |
| SZSE | Shenzhen Stock Exchange |
| This Firm | Grandall Law Firm (Shanghai) |
| Yuan | Renminbi Yuan |
To: Shouhua Gas Technology (Shanghai) Co., Ltd.
Grandall Law Firm (Shanghai) has been engaged by Shouhua Gas Technology (Shanghai) Co., Ltd. to act as special legal counsel for the company's 2026 Stock Appreciation Rights Incentive Plan. This firm has issued this legal opinion in accordance with the Company Law of the People's Republic of China, the Securities Law of the People's Republic of China, the Administrative Measures on Equity Incentives of Listed Companies, the Rules Governing the Listing of Securities on the ChiNext Market of Shenzhen Stock Exchange, the Shenzhen Stock Exchange ChiNext Listed Company Self-Regulatory Guidelines No. 1 — Business Handling, and other relevant laws, regulations, administrative rules, and normative documents, following recognized professional standards, ethical norms, and the spirit of diligence and responsibility.
Matters for Attorney Declaration
This firm issues legal opinions based on facts that have occurred or existed prior to the date of this legal opinion and in accordance with current laws, regulations, and relevant provisions of the CSRC, and declares the following: