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中衡设计: 中衡设计:国浩律师(上海)事务所关于中衡设计集团股份有限公司调整股票期权激励计划行权价格的法律意见书

Core Viewpoint - The legal opinion letter confirms that Zhongheng Design Group Co., Ltd. has obtained necessary approvals and authorizations for the adjustment of the stock option incentive plan's exercise price, which complies with relevant laws and regulations [6][8]. Group 1: Approval and Authorization - The Supervisory Board's tenth meeting approved the proposal to adjust the stock option exercise price, stating that the adjustment is due to the profit distribution for the first three quarters of 2024 and complies with the relevant regulations [5][6]. - Independent directors reviewed the stock option incentive plan and confirmed that the adjustment process is legal and does not infringe on the rights of the company and its shareholders [6][8]. Group 2: Adjustment Details - The adjustment is based on the distribution of cash dividends amounting to 27,240,577.80 yuan (including tax) and follows the provisions of the 2022 stock option incentive plan regarding cash dividends [6][7]. - The exercise price of the stock options has been adjusted from 8.80 yuan per share to 8.70 yuan per share, following the formula P = P0 - V, where P0 is the previous exercise price and V is the dividend per share [6][7]. Group 3: Legal Compliance - The adjustment method and content are in accordance with the Company Law, Securities Law, Management Measures, and the 2022 Stock Option Incentive Plan [8].