AllBright Law Offices
Regarding
Jiangxi Naipu Mining Machinery Co., Ltd.
2026 Restricted Stock Incentive Plan (Draft)
Legal Opinion
Address: 11/12th Floor, Shanghai Tower, 501 Yincheng Middle Road, Pudong New Area, Shanghai
Tel: 021-20511000 Fax: 021-20511999
Postal Code: 200120
Table of Contents
Definitions
Declarations
Main Text
I. Eligibility of the Subject to Implement the Equity Incentive Plan
II. Legality and Compliance of the Equity Incentive Plan Content
III. Statutory Procedures Required for Implementing the Equity Incentive Plan
IV. Determination of Participants for the Equity Incentive Plan
V. Information Disclosure of the Equity Incentive Plan
VI. Whether the Company Provides Financial Assistance to Participants
VII. Impact of the Equity Incentive Plan on the Company and All Shareholders' Interests
VIII. Whether Interested Directors Abstain from Voting
IX. Conclusion
In this legal opinion, unless the context otherwise requires, the following terms or abbreviations have the following meanings:
| Term | Meaning |
|---|---|
| This Firm | AllBright Law Offices |
| This Firm's Lawyers | Lawyers appointed by AllBright Law Offices to issue this legal opinion |
| Company, Naipu Mining | Jiangxi Naipu Mining Machinery Co., Ltd. |
| Incentive Plan (Draft) | Jiangxi Naipu Mining Machinery Co., Ltd. 2026 Restricted Stock Incentive Plan (Draft) |
| This Equity Incentive Plan | Jiangxi Naipu Mining Machinery Co., Ltd. 2026 Restricted Stock Incentive Plan (Draft) |
| Restricted Stock, Type II Restricted Stock | Naipu Mining stock obtained and registered in batches by participants who meet the grant conditions of this equity incentive plan after satisfying corresponding vesting conditions |
| Participant | Directors, senior management, core management, core key employees of the company, and other personnel deemed necessary by the Board of Directors to be incentivized in accordance with this equity incentive plan |
| Grant Date | The date on which the company grants restricted stock to participants; the grant date must be a trading day |
| Grant Price | The price determined by the company when granting restricted stock to participants for them to obtain company shares |
| Validity Period | The period from the initial grant date of restricted stock until all restricted stock granted to participants is vested or becomes invalid |
| Vesting | The act of the listed company registering shares to the participant's account after the restricted stock participant meets the vesting conditions |
| Vesting Conditions | The conditions established by the restricted stock incentive plan that participants must meet to obtain the incentive stock |
| Vesting Date | The date on which the shares are registered after the restricted stock participant meets the vesting conditions; it must be a trading day |
| 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 ChiNext Market of the Shenzhen Stock Exchange |
| Regulatory Guidelines | Guidelines for Self-Regulation of Listed Companies on the ChiNext Market of the Shenzhen Stock Exchange No. 1 - Business Handling |
| Articles of Association | Articles of Association of Jiangxi Naipu Mining Machinery Co., Ltd. |
| Laws and Regulations | Laws, administrative regulations, departmental rules, and normative documents issued by competent Chinese authorities and effective at the time this legal opinion is issued |
| CSRC | China Securities Regulatory Commission |
| SZSE, Stock Exchange | Shenzhen Stock Exchange |
| Yuan, Ten Thousand Yuan | Unless otherwise specified, refers to RMB Yuan, RMB Ten Thousand Yuan |