璞泰来: 北京市金杜律师事务所上海分所法律意见书

Core Viewpoint - Shanghai Putailai New Energy Technology Co., Ltd. is undergoing adjustments to its stock option and restricted stock incentive plans, including the cancellation of certain stock options and the repurchase of unvested restricted stocks, as well as adjustments to the repurchase price and exercise price of stock options [1][2][3] Group 1: Legal Framework and Compliance - The legal opinion is based on the Securities Law, Company Law, and relevant regulations from the China Securities Regulatory Commission, ensuring compliance with the current legal framework [2][3][4] - The law firm has conducted thorough verification and confirmed the authenticity and completeness of the facts presented in the legal opinion [3][4] Group 2: Approval and Authorization - The company has obtained necessary approvals from its shareholders and board of directors for the cancellation of stock options and adjustments to the repurchase price and exercise price [6][8] - The board meeting approved the proposals regarding the cancellation of stock options and adjustments to the repurchase price and exercise price, with related committee members recusing themselves from the vote [7][8] Group 3: Adjustments to Stock Options and Repurchase Prices - The repurchase price for restricted stocks has been adjusted to 23.19 yuan per share, down from 23.36 yuan, due to a dividend adjustment [12][16] - The exercise price for stock options under the 2025 incentive plan has been adjusted to 15.26 yuan per share, down from 15.43 yuan, also due to a dividend adjustment [13][16] Group 4: Cancellation and Repurchase Details - The company will cancel 5,280,900 stock options and repurchase 766,296 restricted stocks that have not yet vested, due to unmet performance criteria [14][15] - The repurchase funds will be sourced from the company's own funds, ensuring financial stability during the process [16]