Sany Renewable Energy Co., Ltd

2025 Employee Stock Ownership Plan Management Measures

Chapter I: General Provisions

Article 1 In order to regulate the employee stock ownership of Sany Renewable Energy Co., Ltd. (hereinafter referred to as the "Company") in 2025

The Plan (hereinafter referred to as the "Employee Stock Ownership Plan"), the Company complies 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 "Guiding Opinions"), the Rules for the Listing of Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange, and 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 "Guiding Opinions"). Self-Regulatory Guidelines No. 1) and other laws, regulations, normative documents and the Articles of Association of Sany Renewable Energy Co., Ltd. (hereinafter referred to as the "Articles of Association"), and formulated the Administrative Measures for the Employee Stock Ownership Plan of Sany Renewable Energy Co., Ltd. in 2025 (hereinafter referred to as the "Administrative Measures").

Chapter 2 Formulation of the Employee Stock Ownership Plan

Article 2 The basic principles of the Employee Stock Ownership Plan

(1) The principle of compliance with laws and regulations

The company implements the employee stock ownership plan, strictly follows the procedures stipulated by laws and administrative regulations, and implements information disclosure in a true, accurate, complete and timely manner. No one shall use the employee stock ownership plan to engage in insider trading, manipulation of the securities market and other securities fraud.

(2) The principle of voluntary participation

The implementation of the Employee Stock Ownership Plan by the Company follows the Company's independent decision, and employees voluntarily participate, and the Company does not force employees to participate in the Employee Stock Ownership Plan by means of apportionment, forced distribution, etc.

(3) The principle of self-risk

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.

Article 3 Procedures for the implementation of the Employee Stock Ownership Plan

(1) The board of directors of the company is responsible for formulating the draft and summary of the employee stock ownership plan.

(2) Before the company implements the employee stock ownership plan, it shall fully solicit the opinions of employees through the employee congress and other organizations.

(3) The Board of Directors deliberates and approves the draft of the Employee Stock Ownership Plan, and the independent directors and the Board of Supervisors shall express their opinions on whether the Employee Stock Ownership Plan is conducive to the sustainable development of the Company, whether it harms the interests of the Company and all shareholders, and whether there is any apportionment, forced distribution, etc.

(4) The Board of Directors shall announce the resolution of the Board of Directors, the draft of the Employee Stock Ownership Plan and its summary, the opinions of independent directors, and the opinions of the Board of Supervisors within 2 trading days after the deliberation and approval of the draft Employee Stock Ownership Plan.

(5) The company hires a law firm to issue a legal opinion on the employee stock ownership plan, and announces the legal opinion before convening a general meeting of shareholders to review the employee stock ownership plan.

(6) Convene a general meeting of shareholders to review the employee stock ownership plan. The general meeting of shareholders will adopt a combination of on-site voting and online voting to vote, and the votes of small and medium-sized investors will be counted separately and publicly disclosed; Employee stock ownership

If the plan involves relevant directors or shareholders, the relevant directors and shareholders shall recuse themselves from voting. The Employee Stock Ownership Plan can be implemented upon approval by more than half of the valid voting rights present at the general meeting of shareholders.

(7) The company shall, within 2 trading days after the completion of the transfer of the underlying shares, timely disclose the time and quantity of the underlying shares.

Article 4 Participants of the Employee Stock Ownership Plan

(1) The scope of participants in the employee stock ownership plan

The participants of this employee stock ownership plan are employees who work in the company or the company's wholly-owned or controlled subsidiaries, and the participants, the upper limit of the shares granted and the distribution of shares shall be determined by the board of directors of the company, and the board of directors of the company can adjust the list of objects participating in the employee stock ownership plan and their subscription shares according to the actual situation of employees.

Participants in this ESOP shall meet one of the following criteria:

1. Directors (excluding independent directors), supervisors and senior managers of the company;

2. Middle-level management of the company;

3. Personnel in key positions identified by the company;

4. The company's core business (technical) personnel.

(2) The holders of the employee stock ownership plan

The participants of this employee stock ownership plan are the company's directors (excluding independent directors), supervisors, senior managers, middle managers, key position personnel, and the company's core business (technical) personnel, with a total of no more than 861 people, and the estimated proportion of shares to be granted is shown in the following table:

Serial Number Name Position Grant Share (Yuan) Proportion (%)

1. Directors, supervisors and senior managers

1 Zhou Fugui Chairman 4,537,503.00 4.96%

2 Li Qiang Director, General Manager, Chief Engineer 2,345,002.80 2.56%

3 Yu Liangwei Director and Deputy General Manager 837,777.13 0.92%

4 Zhang Ying Director, Chief Financial Officer 227,500.00 0.25%

5 Jiang Peng Director 245,554.67 0.27%

6 Ding Dawei Chairman of the Board of Supervisors 166,000.00 0.18%

7 Chen Xiuqiang Supervisor 57,500.00 0.06%

8 Ma Yuming Supervisor 142,001.00 0.16%

9 Liao Xudong Deputy General Manager 333,332.00 0.36%

10 Yang Huaiyu Deputy General Manager 635,247.90 0.69%

11 Zhou Likai Secretary of the Board of Directors 75,000.00 0.08%

Subtotal of directors, supervisors and senior management 9,602,418.50 10.50%

2. Middle-level managers, key position personnel, and core business (technical) personnel of the company (850 people)

Middle management, key position personnel, the company's core business (technology 81,840,033.62 89.50%

Technical) personnel subtotal

Total 91,442,452.12 100.00%

Note: If there is any difference in the mantissa between the partial totals and the sum of the detailed numbers in the above table, it is due to rounding.

The board of supervisors of the company shall verify the list of incentive recipients and explain the verification situation.

Article 5 The source of funds and shares of the employee stock ownership plan

(1) The source of funds for the employee stock ownership plan

The establishment scale of the ESOP shall not exceed RMB91,442,452.12. The source of funds for this employee stock ownership plan is the 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 are all part of the employee remuneration.

(2) The source of the shares of the employee stock ownership plan

The source of shares of this employee stock ownership plan is the shares that have been repurchased in the company's special repurchase account, with a total of no more than 3,057,253 shares, and the aggregate does not exceed 1% of the company's current total share capital.

The employee stock ownership plan purchased the repurchased shares at a price of RMB 29.91 per share.

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 shares acquired by employees prior to the company's initial public offering, shares purchased by themselves through the secondary market, and shares acquired through equity incentives.

After the draft plan is approved by the general meeting of shareholders, the employee stock ownership plan will acquire the company's shares held in the company's special securities account for repurchase through non-transaction transfer and other methods permitted by laws and regulations.

Article 6 The duration, lock-up period, vesting arrangement, change and termination of the employee stock ownership plan

(1) The duration of the employee stock ownership plan

1. The duration of the employee stock ownership plan is 72 months, and the employee stock ownership plan can be terminated early from the date of the transfer of the last underlying stock to the name of the employee stock ownership plan announced by the company, and the expiration of the duration can be extended according to relevant regulatory provisions. If the Shanghai Stock Exchange is suspended due to force majeure factors (including but not limited to war and natural disasters), the duration of the ESOP shall be automatically extended for the same period as the suspension of the Shanghai Stock Exchange, and the shares of the ESOP held by the holder shall not be withdrawn, transferred, pledged, guaranteed or repaid during the suspension period of the Shanghai Stock Exchange.

2. One month before the expiration of the duration of the Employee Stock Ownership Plan, the duration of the Employee Stock Ownership Plan may be terminated or extended in advance after the consent of more than 2/3 (excluding 2/3) of the shares held by the holders attending the shareholders' meeting and submitted to the Board of Directors of the Company for deliberation and approval.

3. If the company's shares held by the employee stock ownership plan cannot be fully realized before the expiration of the duration due to the suspension of the company's shares or the window period, the duration of the employee stock ownership plan can be extended after the holders attending the shareholders' meeting agree to hold more than 2/3 (excluding 2/3) of the shares and submit them to the board of directors for deliberation and approval.

(2) The lock-up period of the shares held by the employee stock ownership plan

1. The lock-up period of the Employee Stock Ownership Plan is 12 months, which is calculated from the date of the last transfer of the underlying shares to the name of the Employee Stock Ownership Plan announced by the Company.

2. The employee stock ownership plan will strictly abide by the market trading rules, abide by the relevant regulations of the China Securities Regulatory Commission and the Shanghai Stock Exchange on stock trading, and shall not buy and sell the company's shares during the following periods:

(1) Within 15 days before the announcement of the company's annual report and semi-annual report, if the announcement date of the annual report or semi-annual report is postponed due to special reasons, it shall be counted from 15 days before the original scheduled announcement date to the day before the announcement;

(2) Within 5 days before the announcement of the company's quarterly report, performance forecast and performance express report;

(3) From the date of occurrence of major events that may have a greater impact on the trading price of the company's shares and its derivatives or in the decision-making process, to the date of disclosure in accordance with the law;

(4) Other periods stipulated by the China Securities Regulatory Commission and the Shanghai Stock Exchange. If there are changes in relevant laws and administrative regulations in the future, the trading of the company's shares under the employee stock ownership plan shall meet the new requirements.

(3) Vesting arrangements for the Employee Stock Ownership Plan

In order to optimize the talent structure and deeply bind the interests of shareholders, the company and core employees, the ownership of the underlying stock rights and interests of the company's 2025 employee stock ownership plan is divided into two parts:

(1) The stock equity of post-paid employees shall vest in 5 natural years, namely 2025,

In 2026, 2027, 2028 and 2029, the proportion attributable to the holder's name in each year is 20%;

(2) The stock equity of share-based employees shall vest to the holder in 2 natural years, namely 2025 and

In 2026, 50% will be vested in the name of the holder in each year.

After the expiration of the lock-up period of the employee stock ownership plan and the expiration of each vesting year, the management committee will choose the opportunity to implement the distribution according to market conditions.

(4) Changes to the Employee Stock Ownership Plan

During the duration of the ESOP, changes to the ESOP shall be approved by more than 2/3 (excluding 2/3) of the shares held by the holders attending the shareholders' meeting and submitted to the Board of Directors of the Company for deliberation and approval.

(5) Termination of the Employee Stock Ownership Plan

1. The employee stock ownership plan will be terminated after the expiration of its existence;

2. All the company's shares held by the employee stock ownership plan are sold, and the employee stock ownership plan can be terminated in advance;

3. One month before the expiration of the duration of the Employee Stock Ownership Plan, the duration of the Employee Stock Ownership Plan may be terminated or extended in advance after the consent of more than 2/3 (excluding 2/3) of the shares held by the holders attending the shareholders' meeting and submitted to the Board of Directors of the Company for deliberation and approval.

Chapter 3 Management of the Employee Stock Ownership Plan

Article 7 The management mode of the employee stock ownership plan

(1) Management mode

The employee stock ownership plan is managed by the company itself, and the highest authority for internal management is the shareholders' meeting; The Employee Stock Ownership Plan has established a Management Committee to supervise the day-to-day management of the Employee Stock Ownership Plan, and to exercise shareholder rights on behalf of the holders or to authorize the management agency to exercise shareholder rights; The Board of Directors of the Company is responsible for drafting and revising this Draft, and handling other matters related to the Employee Stock Ownership Plan within the scope of the authorization of the General Meeting of Shareholders.

(2) Matters authorized by the general meeting of shareholders to be handled by the board of directors

The General Meeting of Shareholders authorizes the Board of Directors to have full authority to handle matters relating to the Employee Stock Ownership Plan, including but not limited to the following:

1. Authorize the Board of Directors to handle all matters necessary for the establishment and implementation of the Plan, including but not limited to applying to the Shanghai Stock Exchange and the China Depository and Clearing Corporation for registration and clearing business;

2. Authorize the Board of Directors to decide on the amendments and changes to the Plan, including but not limited to the changes in the source of shares, sources of funds, and management mode agreed in the draft Plan, as well as the increase in holders, the basis for determining holders, the standard number of shares subscribed by holders, and the early termination of the Plan;

3. Authorize the Board of Directors to decide on the adjustment of the duration and lock-up period of the Plan;

4. Authorize the Board of Directors to deliberate on the resolutions passed and submitted by the meeting of the holders of the Plan;

5. After the plan is deliberated and approved by the general meeting of shareholders, if there are changes in relevant laws, regulations and policies during the implementation period, the board of directors of the company is authorized to make corresponding adjustments to the plan in accordance with the new policy;

6. Authorize the Board of Directors to interpret the draft plan;

7. Authorize the Board of Directors to change the participants of the Program and determine the criteria;

8. Authorize the board of directors to handle all matters related to the securities and capital accounts involved in the plan;

9. Authorize the board of directors to entrust the management committee to handle all matters related to the unlocking and sale of shares of the plan;

10. Authorize the Board of Directors the right to nominate candidates for membership in the Management Committee of the Program;

11. Authorize the board of directors to sign the contract and related agreement documents of the employee stock ownership plan;

12. Within the scope permitted by laws, regulations, relevant normative documents and the Articles of Association, handle other matters related to the Plan, except for the rights that the relevant documents clearly stipulate need to be exercised by the general meeting of shareholders.

The above authorization shall be valid from the date of approval by the general meeting of shareholders of the Company to the date of completion of the implementation of this plan.

Article 8 The rights and interests of the holders of the employee stock ownership plan

(1) In order to optimize the talent structure and deeply bind the interests of shareholders, the company and core employees, the ownership of the underlying stock rights and interests of the company's employee stock ownership plan in 2025 is divided into two parts:

(1) The stock equity of post-paid employees shall vest in 5 natural years, namely 2025,

In 2026, 2027, 2028 and 2029, the proportion attributable to the holder's name in each year is 20%;

(2) The stock equity of share-based employees shall vest to the holder in 2 natural years, namely 2025 and

In 2026, 50% will be vested in the name of the holder in each year.

After the expiration of the lock-up period of the employee stock ownership plan and the expiration of each vesting year, the management committee will choose the opportunity to implement the distribution according to market conditions.

(2) The Employee Stock Ownership Plan does not set performance appraisal indicators for holders.

(3) During the duration of the Employee Stock Ownership Plan, except as otherwise provided by laws, administrative regulations and departmental rules, or deliberated and approved by the shareholders' meeting, the shares of the Employee Stock Ownership Plan held by the holder shall not be withdrawn, pledged, guaranteed or repaid.

(4) During the period of existence, the rights and interests of the employee stock ownership plan held by the holder shall not be transferred without the consent of the management committee, and if the transfer is made without consent, the transfer shall be invalid.

(5) If the holder has corruption, bribery, infringement of the company's interests and other unclean and dishonest behaviors against the company, the holder's participation qualification will be cancelled, and the management committee has the right to forcibly recover the shares of the employee stock ownership plan held by the holder in the year in which the unclean and dishonest behavior occurred and in the years after the occurrence of the year, and the income corresponding to the recovered share shall belong to the company.

Specifically, including but not limited to the following circumstances:

1. Embezzlement of the company's property. Using fictitious facts, concealing the truth and other means to illegally take possession of the company's property.

2. Misappropriation of company funds. Taking advantage of his position to misappropriate the company's funds for personal use or lending them to others.

3. Accepting or soliciting bribes. Taking advantage of one's position to accept other people's property or directly solicit other people's property or benefits.

4. Bribery. Deliver benefits to the company, business-related personnel, and relatives.

5. Taking advantage of the convenience of the position or twisting the law for personal gain, abusing power, committing fraud, or dereliction of duty to cause losses to the company's interests.

6. Other behaviors that cause losses to the company due to intentional or negligence. Among them: intentionally causing the company to lose more than 500,000 yuan; negligence causes the company to lose more than 100,000 yuan.

7. Falsifying personal resumes. Falsifying materials such as personal academic certificates, degree certificates, resignation certificates, work experience, and work performance in order to meet requirements such as entry and promotion.

8. Leaking or transferring the company's trade secrets. Leaking or backing up information that is not publicly available, such as business information, personnel information, technical information, and business information, to persons who do not have such information.

9. Maliciously endangering the company's information security. Hacking and other illegal operations on the company's network and information systems; Writing, collecting, and distributing viruses and hacking software within the company.

10. Concealing, shielding or failing to report major incidents or violations in accordance with regulations, causing significant adverse effects on the company.

11. Malicious destruction, slander of the company's image and other behaviors that damage the company's reputation.

12. Violating the company's "Employee Incentive Integrity Management System" and other relevant company systems, and having the incorruptible and dishonest behaviors listed in the system.

13. Other circumstances as determined by the Management Committee.

(6) Regardless of the reason why the holder does not serve in the company, the holder's participation qualification will be cancelled, and the management committee has the right to forcibly recover the undistributed shares of the employee stock ownership plan held by the holder without compensation, and the income corresponding to the recovered shares shall belong to the company.

Specifically, including but not limited to the following circumstances:

1. The holder resigns;

2. The holder refuses to renew the labor contract with the company or its subsidiaries after the expiration of the labor contract;

3. The holder refuses to sign a re-employment agreement with the company or its subsidiaries after reaching the retirement age stipulated by the state;

4. After the expiration of the labor contract of the holder, the company or its subsidiary has not renewed the labor contract with the holder;

5. The company or its subsidiaries propose to dissolve or terminate the labor contract due to personal reasons (including dismissal, removal from the company, etc.);

6. Due to unqualified assessment or the company determines that they are not qualified for the job;

7. The holder is dead;

8. Other circumstances identified by the Management Committee.

(7) In the event of any of the following circumstances, the rights and interests held by the holder shall not be changed.

1. During the period of existence, the holder's position changes but still meets the conditions for participation;

2. During the duration of the holder, after reaching the retirement age stipulated by the state, the holder signs a re-employment agreement with the company and continues to serve in the company;

3. During the period of existence, the holder has reached the retirement age stipulated by the state and the company has not required to sign a re-employment agreement with him;

4. Other circumstances as determined by the Management Committee.

(8) Disposal of the holders' rights and interests during the lock-up period

1. During the lock-up period, the holder shall not request the distribution of the rights and interests of the employee stock ownership plan.

2. During the lock-up period, when the company converts capital reserve into share capital and distributes stock dividends, the newly acquired shares of the employee stock ownership plan due to holding the company's shares shall be locked together and shall not be sold or otherwise transferred in the secondary market, and the unlocking period of such shares shall be the same as that of the corresponding shares.

3. During the lock-up period, when the company pays dividends, the cash dividends obtained by the employee stock ownership plan due to the holding of the company's shares will be included in the monetary assets of the employee stock ownership plan and will not be distributed separately.

4. After the end of the lock-up period of the employee stock ownership plan and during the duration of the company, when the company pays dividends, the cash dividends obtained by the employee stock ownership plan due to holding the company's shares will be included in the monetary assets of the employee stock ownership plan.

(9) The Management Committee of the Employee Stock Ownership Plan shall handle the disqualification of the holders and the handling of the shares held by the disqualified holders.

(10) Measures for the disposal of stocks and assets held by employees after the expiration of the employee stock ownership plan.

After the termination of the Employee Stock Ownership Plan (including termination upon expiration, early termination, postponement and termination, etc.), the liquidation shall be completed within 30 working days, and the remaining assets shall be distributed according to the proportion of the shares of the Employee Stock Ownership Plan held by the holder to the total share after deducting relevant taxes and fees in accordance with the law, unless otherwise provided in the Employee Stock Ownership Plan. If the assets held by the employee stock ownership plan still include the underlying shares upon the expiration of the duration of the ESOP, the specific disposal method shall be determined by the management committee.

Article 9 Taxes and expenses to be borne by the Employee Stock Ownership Plan

The transaction fee of the securities of the employee stock ownership plan shall be accrued and paid at the time of investment transaction and the transaction fee and stamp duty shall be paid in accordance with the regulations. In addition to transaction fees and stamp duty, other asset management fees and custody fees shall be borne by the participants in accordance with relevant laws, regulations and corresponding agreements. The Company will perform the withholding obligation to pay the individual income tax or other other contingent related taxes incurred by the Participant due to the Participant's participation in the Employee Stock Ownership Plan, and will deduct the income in the Participant's name after the shares are sold before cashing the Participant.

Each taxpayer involved in this employee stock ownership plan shall fulfill its tax obligations in accordance with national tax laws and regulations. The financial, accounting treatment and taxation of the Company's implementation of the Employee Stock Ownership Plan shall be implemented in accordance with the relevant financial systems, accounting standards and tax regulations.

Chapter IV: Supplementary Provisions

Article 10 The "Management Measures" shall be formulated and deliberated and approved by the board of directors of the company, and shall be subject to the general meeting of shareholders of the company

The 2025 Employee Stock Ownership Plan (Draft) of Sany Renewable Energy Co., Ltd. will only take effect and be implemented after it has been reviewed and approved.

Article 11 The board of directors of the company deliberates and approves these management measures, which does not mean that the holder has the right to continue to work in the company or

The right to serve in a subsidiary does not constitute a commitment by the company or its subsidiary to the employee's employment period, and the employment relationship between the company or the subsidiary and the employee is still executed in accordance with the labor contract signed between the company or the subsidiary and the holder.

Article 12 The financial, accounting treatment and taxation of the Company's implementation of the Employee Stock Ownership Plan shall be as follows:

The relevant financial system, accounting standards and tax system provisions shall be implemented, and the relevant taxes and fees that employees need to pay due to the implementation of the employee stock ownership plan shall be borne by the employees.

Article 13 The employee stock ownership plan is related to the directors, supervisors and senior executives of the company, the controlling shareholder of the company and the actual controller of the company

There is no concerted action arrangement, and there is no concerted action plan, and the ESOP voluntarily waives its voting rights at shareholders' meetings during its existence.

Article 14 The right to interpret these measures belongs to the board of directors of the company.

Board of Directors of Sany Renewable Energy Co., Ltd

March 2025