福莱新材: 北京君合（杭州）律师事务所关于浙江福莱新材料股份有限公司 2021年限制性股票激励计划和2023年限制性股票激励计划回购注销限制性股票并调整回购价格等相关事项的法律意见书

Core Viewpoint - The legal opinion letter addresses the repurchase and cancellation of certain restricted stocks by Zhejiang Fulai New Materials Co., Ltd. and the adjustment of repurchase prices related to its 2021 and 2023 incentive plans [1][2]. Summary by Sections Legal Basis - The legal opinion is based on the Company Law, Securities Law, and relevant regulations regarding stock incentive management, as well as the company's articles of association and incentive plans [2]. Approval and Authorization - The repurchase and cancellation of restricted stocks require approval from the company's shareholders' meeting, while other matters have already received necessary authorization from the board of directors [5][10]. Unlocking Conditions - The first unlocking period for the reserved grant of restricted stocks under the 2023 incentive plan is set to occur 12 months after the grant date, with a maximum of 50% of the authorized quantity eligible for unlocking [6][10]. Repurchase Price Adjustments - The repurchase price for the 2021 incentive plan is adjusted from 8.53 yuan to 8.43 yuan per share due to a cash dividend distribution [12][10]. - The repurchase price for the 2023 incentive plan is adjusted from 7.56 yuan to 7.46 yuan per share under similar conditions [12][10]. Repurchase and Cancellation Details - A total of 971,790 shares from the 2021 incentive plan will be repurchased and canceled due to unmet performance targets and changes in the status of incentive recipients [16][17]. - For the 2023 incentive plan, 320,000 shares will be repurchased and canceled, primarily due to unmet performance targets and changes in the status of three incentive recipients [20][17]. Funding Source - The funds for the repurchase and cancellation of shares will come from the company's own funds [16][20]. Conclusion - The legal opinion concludes that the repurchase and cancellation of restricted stocks, as well as the adjustments to the repurchase prices, comply with relevant regulations and require proper disclosure and procedural adherence [20].