Legal Opinion
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Date: June 2026
Legal Opinion
To: Xilei Compressor Co., Ltd.
Grandall Law Firm (Hangzhou) (hereinafter referred to as "our firm") has been entrusted by Xilei Compressor Co., Ltd. (hereinafter referred to as "Xilei" or "the Company") to provide a legal opinion as a specially appointed legal advisor regarding the Employee Stock Ownership Plan (hereinafter referred to as "this ESOP") for 2026, in accordance with the Company Law of the People's Republic of China (hereinafter referred to as "the Company Law"), the Securities Law of the People's Republic of China (hereinafter referred to as "the Securities Law"), the Guidance on Pilot Implementation of Employee Stock Ownership Plans by Listed Companies (hereinafter referred to as "the Pilot Guidance"), and the Self-Regulatory Guidelines No. 2 for the Standard Operation of Listed Companies on the Shenzhen Stock Exchange (hereinafter referred to as "Self-Regulatory Guidelines No. 2"), as well as other relevant laws, administrative regulations, departmental rules, normative documents, and the Articles of Association of Xilei Compressor Co., Ltd. (hereinafter referred to as "the Articles of Association").
Part One: Introduction
This legal opinion is based on facts that have occurred or existed prior to the issuance date of this opinion and the currently effective laws, administrative regulations, departmental rules, and normative documents in China. It does not provide opinions on non-legal professional matters. Before issuing this legal opinion, Xilei has assured our lawyers that the materials provided to our firm are true, accurate, complete, and valid, and that all facts and documents that could affect this legal opinion have been disclosed without any concealment, falsehood, or misleading information. There are no false or seriously misleading statements or significant omissions in this legal opinion; otherwise, our firm is willing to bear corresponding legal responsibilities according to law. This legal opinion only expresses views on the legality and compliance of Xilei's ESOP and related legal matters, and does not comment on other matters such as the value of the stocks involved in the ESOP. This legal opinion is limited to the purpose of matters related to Xilei's ESOP and may not be used for any other purpose without our prior written permission. Our firm agrees to disclose this legal opinion as a necessary legal document for matters related to Xilei's ESOP or to submit it as a filing document, and will bear legal responsibility for the opinions expressed herein.
Our lawyers have conducted reasonable, necessary, and possible verification, validation, and discussion of the materials, documents, and relevant facts provided or disclosed by Xilei, as well as the legal issues involved, in accordance with the recognized business standards, ethical norms, and diligent spirit of the legal profession, and have issued this legal opinion.