Hunan Qiyuan Law Firm

About Sany Renewable Energy Co., Ltd

2025 Employee Stock Ownership Plan

Legal Opinions

March 2025

Hunan Qiyuan Law Firm

About Sany Renewable Energy Co., Ltd

2025 Employee Stock Ownership Plan

Legal Opinions

To: Sany Renewable Energy Co., Ltd

Hunan Qiyuan Law Firm (hereinafter referred to as the "Firm") was entrusted by Sany Renewable Energy Co., Ltd. (hereinafter referred to as the "Company" or "Sany Renewable Energy") as the special legal counsel for the Company's 2025 Employee Stock Ownership Plan (hereinafter referred to as the "Employee Stock Ownership Plan" and "Employee Stock Ownership Plan").

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 Guiding Opinions on the Pilot Implementation of Employee Stock Ownership Plans by Listed Companies (hereinafter referred to as the "Pilot Guiding Opinions") issued by the China Securities Regulatory Commission (hereinafter referred to as the "CSRC"), and the "Pilot Guiding Opinions" issued by the Shanghai Stock Exchange (hereinafter referred to as the "Shanghai Stock Exchange"). The Self-Regulatory Guidelines for Listed Companies on the Science and Technology Innovation Board of the Shanghai Stock Exchange No. 1 - Standardized Operation (hereinafter referred to as the "Self-Regulatory Guidelines"), the Rules Governing the Listing of Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange (hereinafter referred to as the "Stock Listing Rules") and other current laws, regulations and normative documents, as well as the relevant provisions of the Articles of Association of Sany Renewable Energy Co., Ltd. (hereinafter referred to as the "Articles of Association"), in accordance with the recognized professional standards, ethics and diligence of the lawyer industry, This legal opinion is issued on the company's employee stock ownership plan.

The firm (including the handling lawyer) declares as follows:

(1) The firm issues legal opinions in accordance with laws, regulations, local government and departmental rules, normative documents, relevant regulations of the China Securities Regulatory Commission and the Shanghai Stock Exchange, as well as facts that have occurred or existed before the date of issuance of this Legal Opinion.

(2) In order to issue this Legal Opinion, our lawyers reviewed the 2025 Employee Stock Ownership Plan (Draft) of Sany Renewable Energy Co., Ltd. (hereinafter referred to as the "Employee Stock Ownership Plan (Draft)") and the Administrative Measures for the 2025 Employee Stock Ownership Plan of Sany Renewable Energy Co., Ltd. (hereinafter referred to as the "Administrative Measures for the Employee Stock Ownership Plan") and other documents that our lawyers believe need to be reviewed, and verified and verified the relevant facts and materials.

(3) The legal opinion issued by the firm is based on the company's assurance to the firm that the company has provided this copy to the firm

The original written materials and copies of the materials that are considered to be necessary for the issuance of legal opinions, are true, complete and valid, and there are no concealments, falsehoods or material omissions, and the signatures and/or seals on all the materials are true and valid.

(4) This Legal Opinion is only for the purpose of the Company's implementation of the Employee Stock Ownership Plan, and shall not be used for any other purpose without the written consent of the Firm. The firm agrees to take this Legal Opinion as a necessary document for the implementation of the Employee Stock Ownership Plan by the Company, and to assume corresponding legal responsibility for the legal opinion issued in accordance with the law.

directory

Directory...... 3

Body...... 4

1. The main qualifications of the company to implement the employee stock ownership plan...... 4

2. Legal compliance of the employee stock ownership plan...... 4

3. The legal procedures to be performed for the employee stock ownership plan...... 7

4. Information disclosure involved in the employee stock ownership plan...... 9

Concluding remarks...... 9

1. The main qualification of the company to implement the employee stock ownership plan

According to the verification of our lawyers, Sany Renewable Energy is a joint stock limited company established by Sany Renewable Energy Co., Ltd. in accordance with the law on September 28, 2020.

According to the "Zheng Jian Xu Xu [2022] No. 817" issued by the China Securities Regulatory Commission (CSRC) "Reply on Agreeing to the Registration of the Initial Public Offering of Shares of Sany Renewable Energy Co., Ltd.", the registration application for the company's initial public offering of shares was approved. With the approval of the Shanghai Stock Exchange's Self-Regulatory Decision [2022] No. 162, the company was listed and traded on the Science and Technology Innovation Board of the Shanghai Stock Exchange on June 22, 2022, with the securities abbreviated as "Sany Renewable Energy" and the stock code as "688349".

According to the "Business License" issued by the Market Supervision and Administration Bureau of Changping District, Beijing, which is currently held by Sany Renewable Energy, with a unified social credit code of "9111011467455638XA", its domicile is Sany Industrial Park, Beiqing Road, Changping District, Beijing, and its legal representative is Zhou Fugui, with a registered capital of RMB 122,6404,215 yuan, and its business scope is "general projects: mechanical and electrical equipment manufacturing; motor manufacturing; R&D of machinery and equipment; manufacturing of special equipment for electrical machinery; electrical instrument manufacturing; generator and generator set manufacturing; onshore wind turbine sales; sales of offshore wind turbines; sales of wind turbines and spare parts; sales of generators and generator sets; general equipment repair; sales of mechanical and electrical equipment; manufacturing of new energy prime mover equipment; sales of new energy prime mover equipment; repair of electrical equipment; sales of electrical equipment; general machinery and equipment installation services; sales of electronic products; sales of electrical instruments and meters; instrumentation repair; wind power generation technical services; technical services, technology development, technical consultation, technology exchange, technology transfer, technology promotion; import and export of goods; technology import and export; non-residential real estate leases; machinery and equipment leasing; Sales of machinery and equipment. (Except for projects subject to approval in accordance with the law, independently carry out business activities in accordance with the law with a business license) Licensed projects: inspection and testing services; road cargo transport (excluding dangerous goods); Electrical installation services. (Projects subject to approval in accordance with the law can only be carried out after approval by relevant departments, and specific business projects are subject to the approval documents or licenses of relevant departments) (shall not engage in business activities prohibited and restricted by national and municipal industrial policies.) ）”。

To sum up, the firm believes that as of the date of issuance of this legal opinion, the company is a listed company established and validly existing in accordance with the law, and there is no need to terminate it in accordance with the provisions of laws, regulations, normative documents or the Articles of Association, and it has the main qualification to implement the employee stock ownership plan.

2. The legality and compliance of the employee stock ownership plan

On March 12, 2025, the 15th meeting of the second board of directors of the company deliberated and approved the "Proposal on the Company's "2025 Employee Stock Ownership Plan (Draft)" and its Summary", "Proposal on the Company's "2025 Employee Stock Ownership Plan Management Measures" and other related proposals.

In accordance with the provisions of the Pilot Guiding Opinions and the Self-Regulatory Guidelines, our lawyers have checked the relevant matters of the employee stock ownership plan one by one:

(1) The basic principles of the employee stock ownership plan are in line with relevant regulations

1. According to the Employee Stock Ownership Plan (Draft), as of the date of issuance of this legal opinion, the Company has strictly followed the procedures stipulated by laws and regulations in the implementation of the Employee Stock Ownership Plan, and has implemented information disclosure in a true, accurate, complete and timely manner, and there is no securities fraud such as insider trading and manipulation of the securities market using the Employee Stock Ownership Plan, which meets the relevant requirements of Part I, Item (1) of the Pilot Guiding Opinions and Article 7.6.1 of the Self-Regulatory Guidelines on the principle of compliance with laws and regulations.

2. According to the Employee Stock Ownership Plan (Draft), the Employee Stock Ownership Plan follows the principle of the company's independent decision and employees' voluntary participation, and there is no situation where the company forces employees to participate in the Employee Stock Ownership Plan by means of apportionment, forced distribution, etc., which meets the relevant requirements of Part I, Item (2) of the Pilot Guiding Opinions and Article 7.6.1 of the Self-Regulatory Guidelines on the principle of voluntary participation.

3. According to the Employee Stock Ownership Plan (Draft), the participants of the Employee Stock Ownership Plan shall bear their own profits and losses, bear their own risks, and have equal rights and interests with other investors, which meets the relevant requirements of the principle of self-risk bearing in Part I (3) of the Pilot Guiding Opinions and Article 7.6.1 of the Self-Regulatory Guidelines.

Accordingly, the firm believes that the Company's Employee Stock Ownership Plan (Draft) clearly stipulates the basic principles for the implementation of the Employee Stock Ownership Plan, which is in line with the relevant provisions of Part I of the Pilot Guiding Opinions and Article 7.6.1 of the Self-Regulatory Guidelines.

(2) The main content of the employee stock ownership plan is in accordance with relevant regulations

1. According to the "Employee Stock Ownership Plan (Draft)", the participants of the employee stock ownership plan are the company's directors (excluding independent directors), supervisors, senior managers, middle managers, key positions and core business (technical) personnel, with a total of no more than 861 people; All participants are required to work in the company or the company's wholly-owned/controlled subsidiaries, receive remuneration and sign a labor contract or be employed by the company, in accordance with the relevant provisions of Part II, Item (4) of the Pilot Guiding Opinions on the participants of the employee stock ownership plan.

2. According to the "Employee Stock Ownership Plan (Draft)", the funds of the participants of the employee stock ownership plan will come

The source is an incentive fund calculated in accordance with the provisions of the company's "Measures for the Management of Remuneration for Key Positions in Operation and Management" and "Measures for the Management of Remuneration of R&D Personnel", which is in line with the provisions of Sub-item 1 of Item (5) of Part II of the "Pilot Guiding Opinions" on the source of funds for employee stock ownership plans.

3. According to the Employee Stock Ownership Plan (Draft), the source of the shares of the Employee Stock Ownership Plan is the shares that have been repurchased from the company's special account for repurchase, which is in line with the provisions of Sub-item 2 of Part II, Item 5, Sub-item 2 of Part II of the Pilot Guiding Opinions on the source of shares of the employee stock ownership plan.

4. According to the Employee Stock Ownership Plan (Draft), the duration of the employee stock ownership plan is 72 months, and the lock-up period is 12 months, which is calculated from the date of the transfer of the last underlying stock announced by the company to the name of the employee stock ownership plan, which is in line with the provisions of the first sub-item of the second part (6) of the pilot guidance on the shareholding period of the employee stock ownership plan.

5. According to the Employee Stock Ownership Plan (Draft), the establishment scale of the Employee Stock Ownership Plan shall not exceed RMB 91,442,452.12. After the implementation of the employee stock ownership plan, the total number of shares held by all effective employee stock ownership plans of the company shall not exceed 10% of the total share capital of the company, and the total number of shares corresponding to the share rights and interests of a single employee shall not exceed 1% of the total share capital of the company. The total number of shares held by the employee stock ownership plan does not include the shares obtained by employees before the company's initial public offering, the shares purchased by themselves through the secondary market and the shares obtained through equity incentives, which is in line with the provisions on the scale of the employee stock ownership plan in sub-item 2 of Part II, Item (6) of the Pilot Guiding Opinions.

6. According to the Employee Stock Ownership Plan (Draft), the Employee Stock Ownership Plan is managed by the company itself, and the internal management authority is the shareholders' meeting; The Employee Stock Ownership Plan has set up a management committee to supervise the daily management of the Employee Stock Ownership Plan, be responsible to the shareholders' meeting, and exercise shareholder rights other than voting rights on behalf of the holders; The management model of the employee stock ownership plan is in line with the relevant provisions of Part II, Item 7 of the Pilot Guiding Opinions.

7. According to the Employee Stock Ownership Plan (Draft), the Employee Stock Ownership Plan has made clear provisions on the following matters:

(1) the purpose of the Employee Stock Ownership Plan;

(2) the basic principles of the Employee Stock Ownership Plan;

(3) Participants in the Employee Stock Ownership Plan and the criteria for determining them;

(4) the source of funds and shares of the employee stock ownership plan;

(5) the holders of the employee stock ownership plan;

(6) the duration and lock-up period of the employee stock ownership plan;

(7) Adjustment of employee stock ownership plan shares during the duration of the period;

(8) the way to participate in the employee stock ownership plan when the company raises funds during the duration of the company;

(9) the meeting of the holders of the Employee Stock Ownership Plan;

(10) The Management Committee of the Employee Stock Ownership Plan;

(11) the management model of the employee stock ownership plan;

(12) Alteration and termination of the Employee Stock Ownership Plan and disposal of the rights and interests of the holders;

(13) the rights and obligations of the Company and its holders;

(14) Procedures for the implementation of the Employee Stock Ownership Plan;

(15) Other important matters.

Therefore, the content of the ESOP is in line with the provisions of Part III, Item 9 of the Pilot Guiding Opinions and Article 7.6.3 of the Self-Regulatory Guidelines.

In summary, the firm believes that the employee stock ownership plan complies with the relevant provisions of the Pilot Guiding Opinions and the Self-Regulatory Guidelines, and is legal and compliant.

3. The legal procedures to be performed for the employee stock ownership plan

(1) The procedures that have been performed in this employee stock ownership plan

According to the information provided by the company and verified by the firm's lawyers, as of the date of the issuance of this legal opinion, the procedures for the employee stock ownership plan have been fulfilled as follows:

1. The company will hold the first and fifth employee representative meeting on March 11, 2025

The opinions of employee representatives were fully solicited on the matters of the employee stock ownership plan, and the "Proposal on the Company's < 2025 Employee Stock Ownership Plan (Draft) > and its Summary" and the "Proposal on the > of the Company's < 2025 Employee Stock Ownership Plan Management Measures" were deliberated and approved, which are in line with the provisions of Part III, Item (8) of the Pilot Guiding Opinions and the Self-Regulatory Guidelines.

2. On March 12, 2025, the Company held the sixth meeting of the Remuneration and Assessment Committee of the second session of the Board of Directors

At the meeting, the "Proposal on the Company's < 2025 Employee Stock Ownership Plan (Draft) and its Summary" and "Proposal on the > of the Company's < 2025 Employee Stock Ownership Plan Management Measures" were deliberated and approved.

3. On March 12, 2025, the company held the ninth special meeting of independent directors of the second session of the board of directors

At the meeting, the "Proposal on the Company's < 2025 Employee Stock Ownership Plan (Draft) and its Summary" was deliberated and approved, and the independent directors of the company reviewed the matters related to the employee stock ownership and believed that the employee stock ownership plan did not exist

In the case of damage to the interests of the company and the legitimate rights and interests of small and medium-sized shareholders, there is no situation where employees are forced to participate in the employee stock ownership plan by means of apportionment or forced distribution.

Accordingly, the firm believes that the independent directors of the company have expressed their opinions on the relevant proposals of the employee stock ownership plan, which are in line with the provisions of Part III, Item (10) of the Pilot Guiding Opinions and the Self-Regulatory Guidelines.

4. The company held the 15th meeting of the second board of directors on March 12, 2025, which was deliberated and approved

The "Proposal on the Company's <2025 Employee Stock Ownership Plan (Draft) and its Summary", the "Proposal on the > of the Company's < 2025 Employee Stock Ownership Plan Management Measures" and the "Proposal on Requesting the General Meeting of Shareholders to Authorize the Board of Directors to Handle Matters Related to the Company's 2025 Employee Stock Ownership Plan", and agreed to submit the above proposals to the Company's general meeting of shareholders for deliberation, and the affiliated directors have recused themselves from voting, in line with the provisions of Part III, Item (9) of the Pilot Guiding Opinions and the Self-Regulatory Guidelines.

5. The Board of Supervisors of the Company held the 13th meeting of the second Board of Supervisors on March 12, 2025 for deliberation

"Proposal on the Company's <2025 Employee Stock Ownership Plan (Draft) and its Summary" and "Proposal on the > of the Company's < 2025 Employee Stock Ownership Plan Management Measures". Since all the supervisors of the company participate in the employee stock ownership plan, they need to abstain from voting on the above proposals, resulting in the number of non-affiliated supervisors being less than half of the number of the board of supervisors, and the board of supervisors cannot form a resolution, and the relevant proposals will be directly submitted to the general meeting of shareholders for deliberation. The board of supervisors of the company verified the matters related to the employee stock ownership and believed that the implementation of the company's employee stock ownership plan will be conducive to the sustainable development of the company, and there is no situation that damages the interests of the company and all shareholders, and there is no situation where employees are forced to participate in the employee stock ownership plan by means of apportionment and forced distribution. The foregoing situation is in line with the provisions of Part III, Item (10) of the Pilot Guiding Opinions and the Self-Regulatory Guidelines.

6. The company has hired the firm to issue a legal opinion on the employee stock ownership plan, which is in line with the provisions of Part III, Item (11) of the Pilot Guiding Opinions and the Self-Regulatory Guidelines.

(2) The procedures to be performed in this employee stock ownership plan

According to the "Pilot Guiding Opinions" and "Self-Regulatory Guidelines", in order to implement the employee stock ownership plan, the company still needs to convene a general meeting of shareholders to review the "Employee Stock Ownership Plan (Draft)", and announce this legal opinion before the general meeting of shareholders; When the general meeting of shareholders makes a resolution on the proposal related to the employee stock ownership plan, it shall be passed by more than half of the voting rights held by the unrelated shareholders present at the meeting, and the affiliated shareholders shall abstain from voting.

In summary, the firm believes that as of the date of the issuance of this legal opinion, the company has fulfilled the necessary decision-making and approval procedures for the employee stock ownership plan in accordance with the relevant provisions of the "Pilot Guiding Opinions" and the "Self-Regulatory Guidelines", and it needs to be deliberated and approved by the company's general meeting of shareholders before the employee stock ownership can be implemented in accordance with the law

Plan.

4. Information disclosure involved in the employee stock ownership plan

On March 13, 2025, the Company announced the second session of the Board of Directors of the Company on the website of the Shanghai Stock Exchange

Resolutions of the 15th meeting, resolutions of the 9th meeting of the special meeting of independent directors of the second session of the board of directors, resolutions of the 13th meeting of the 2nd board of supervisors, the "Employee Stock Ownership Plan (Draft)" and its summary, the "Measures for the Administration of Employee Stock Ownership Plans" and other necessary documents.

Accordingly, the firm believes that as of the date of the issuance of this legal opinion, the company has fulfilled the necessary information disclosure obligations at this stage in accordance with the relevant provisions of the Pilot Guiding Opinions and the Self-Regulatory Guidelines. With the advancement of the employee stock ownership plan, the company still needs to continue to fulfill the corresponding information disclosure obligations in accordance with the provisions of relevant laws, regulations and normative documents.

Concluding remarks

To sum up, the firm believes that as of the date of the issuance of this legal opinion, the company has the main qualification to implement the employee stock ownership plan; The Employee Stock Ownership Plan (Draft) complies with the relevant provisions of the Pilot Guiding Opinions and the Self-Regulatory Guidelines; The company has performed the necessary decision-making and internal review procedures for the implementation of the employee stock ownership plan at this stage, and the employee stock ownership plan needs to be reviewed and approved by the company's general meeting of shareholders before it can be implemented in accordance with the law; The Company has fulfilled the necessary information disclosure obligations for the implementation of the Employee Stock Ownership Plan at this stage, and with the advancement of the Employee Stock Ownership Plan, the Company still needs to continue to fulfill its information disclosure obligations in accordance with the provisions of relevant laws and regulations such as the Pilot Guiding Opinions and the Self-Regulatory Guidelines.

This legal opinion shall come into force after being signed by the lawyer of the firm and stamped with the official seal of the firm. This legal opinion shall be made in duplicate, each of which shall have the same legal effect.

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