Core Viewpoint - The legal opinion letter from Shanghai Junlan Law Firm addresses the adjustments, cancellations, and vesting conditions related to the restricted stock incentive plans of Purun Semiconductor (Shanghai) Co., Ltd. for the years 2022 and 2024, confirming compliance with relevant regulations and the necessary approvals obtained [1][4][31]. Summary by Sections Approval and Authorization of Adjustments - The adjustments to the 2022 and 2024 incentive plans were approved through various resolutions, including the authorization for the board to handle related matters [4][6][7]. - The company has received necessary approvals from the shareholders' meeting for the adjustments and cancellations of the stock options [31]. Details of Adjustments - The adjustments to the grant prices and quantities of the restricted stocks are based on capital reserve transfers, stock dividends, and other corporate actions [10][11]. - The adjusted grant price for the 2022 incentive plan's initial grant was changed from 44.67 CNY/share to 14.85 CNY/share, and for the reserved grant from 56.75 CNY/share to 18.99 CNY/share [10][11]. - The adjusted grant quantity for the 2022 incentive plan's initial grant increased from 352,886 shares to 1,030,568 shares, and for the reserved grant from 49,745 shares to 145,275 shares [12][13]. Cancellations of Restricted Stocks - A total of 171,047 shares from the initial grant of the 2022 incentive plan were canceled due to 16 recipients leaving the company and not meeting vesting conditions [16][19]. - For the reserved grant of the 2022 plan, 22,103 shares were canceled, reducing the number of recipients from 75 to 69 [19]. - In the 2024 incentive plan, 102,421 shares were canceled due to similar reasons, reducing the number of recipients from 72 to 60 [19]. Vesting Conditions - The vesting period for the initial grant of the 2022 plan is from December 30, 2024, to December 29, 2025, while the reserved grant's period is from April 21, 2025, to April 21, 2026 [20][27]. - The vesting conditions require that the company does not face any adverse audit opinions and that the recipients meet specific performance criteria [21][30]. Information Disclosure - The company is required to disclose relevant information regarding the adjustments, cancellations, and vesting conditions in accordance with regulatory requirements [31][32].
普冉股份: 上海君澜律师事务所关于普冉半导体(上海)股份有限公司2022年及2024年限制性股票激励计划调整、作废及归属相关事项之法律意见书