爱玛科技: 北京海润天睿律师事务所关于爱玛科技2025年限制性股票激励计划（草案）的法律意见书

Core Viewpoint - The legal opinion letter confirms that Aima Technology Group Co., Ltd. is qualified to implement the 2025 Restricted Stock Incentive Plan, which aims to attract and retain talent while aligning the interests of shareholders, the company, and the core team [1][6][24]. Group 1: Legal Framework and Compliance - The legal opinion is based on a review of the draft incentive plan, management measures, and relevant company documents, ensuring compliance with the Company Law, Securities Law, and other regulations [2][6][24]. - Aima Technology is a legally established company listed on the Shanghai Stock Exchange, with no circumstances that would prevent it from implementing the stock incentive plan [5][24]. Group 2: Incentive Plan Details - The incentive plan aims to establish a long-term incentive mechanism, with the goal of motivating the core team and ensuring alignment of interests among stakeholders [6][7]. - The plan will grant a total of 14,175,524 restricted shares, accounting for approximately 1.6450% of the company's total share capital [9][11]. - The initial grant will consist of 13,095,524 shares, representing 1.5197% of the total share capital at the time of the plan's announcement [9][11]. Group 3: Eligibility and Distribution - The incentive plan targets 421 individuals, including directors, senior management, and key technical personnel, excluding independent directors and major shareholders [7][8]. - The distribution of restricted shares among the incentive recipients is structured to ensure that no individual receives more than 1% of the total share capital [10][11]. Group 4: Conditions and Restrictions - The plan specifies a maximum validity period of 60 months for the incentive plan, with a minimum holding period of 12 months for the restricted shares [13][14]. - The grant price for the restricted shares is set at 20.60 yuan per share, which is compliant with the relevant regulations [19][20]. Group 5: Procedural Compliance - The company has completed necessary procedures for the implementation of the incentive plan, including board approvals and the establishment of a review process for the incentive recipients [21][22]. - The plan requires further approval from the shareholders' meeting to be fully implemented [24][25].