Core Viewpoint - The legal opinion letter from King & Wood Mallesons confirms that Aerospace Changkong Co., Ltd. has fulfilled the necessary approvals and authorizations for the second unlock period of its 2021 restricted stock incentive plan and the repurchase and cancellation of certain restricted stocks, in compliance with relevant regulations and the incentive plan [1][24]. Summary by Sections Legal Framework and Compliance - The legal opinion is based on various laws and regulations, including the Company Law and Securities Law of the People's Republic of China, as well as the relevant management measures for stock incentives [1][2][4]. - The current effective regulations include the revised 2025 Management Measures for Stock Incentives, which replaced the 2018 version [2]. Approval Process - The incentive plan was approved by the company's board and supervisory committee on December 27, 2021, and received necessary approvals from the State-owned Assets Supervision and Administration Commission [6][7]. - The first grant of restricted stocks was completed on May 20, 2022, with a total of 10.645 million shares granted at a price of 7.45 yuan per share [8][14]. Unlock Conditions - The second unlock period for the restricted stocks is defined as the period from May 20, 2022, to the last trading day within 48 months from the grant date, with 33% of the granted stocks eligible for unlocking [12][13]. - The unlocking conditions include meeting specific performance targets, such as a compound annual growth rate of net profit of no less than 16% and a return on equity of no less than 3.15% for 2023 [15][20]. Repurchase and Cancellation - The company decided to repurchase and cancel 3,323,500 shares of restricted stock due to the failure to meet the performance conditions for the third unlock period [21][22]. - The repurchase price was adjusted to 7.35996 yuan per share, reflecting the impact of the company's equity distribution in 2022 and 2023 [23][24]. Conclusion - The legal opinion concludes that the company has complied with all necessary procedures for the unlock and repurchase of restricted stocks, and it must fulfill its disclosure obligations and complete the necessary registration and cancellation procedures [24].
航天晨光: 北京市金杜律师事务所上海分所关于航天晨光股份有限公司2021年限制性股票激励计划第二个解除限售期解除限售条件成就及回购注销部分限制性股票的法律意见书