天臣医疗: 上海君澜律师事务所关于天臣国际医疗科技股份有限公司2023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

Core Viewpoint - The legal opinion letter from Shanghai Junlan Law Firm confirms that Tianchen International Medical Technology Co., Ltd. has complied with relevant regulations regarding the adjustment, cancellation, and vesting of its restricted stock incentive plan, ensuring that these actions do not materially impact the company's financial status or operational results [1][17]. Group 1: Approval and Authorization - The adjustments, cancellations, and vesting of the restricted stock incentive plan have received necessary approvals and authorizations from the company's board and shareholders, in accordance with the relevant management measures and regulations [3][16]. - The company has provided all necessary documents to the law firm, ensuring their authenticity and completeness, which supports the legal opinion issued [2]. Group 2: Adjustment Details - The adjustment of the grant price for the restricted stock was necessitated by the company's profit distribution plans, which included cash dividends of RMB 5.00 per 10 shares for the years 2024 and 2025 [6][7]. - The adjusted grant price for the restricted stock is set at RMB 10.75 per share, down from the previous price of RMB 12.25 per share, after accounting for the cash dividends [8][9]. Group 3: Cancellation and Vesting - A total of 168,000 shares of restricted stock were canceled due to the departure of 8 incentive recipients, who no longer qualify for the incentive program [9][10]. - The second vesting period for the incentive plan is from April 28, 2025, to April 27, 2026, with specific performance targets set for the company and individual recipients to meet [11][12]. - The company has met the performance criteria for the second vesting period, allowing 89 recipients to vest a total of 556,000 shares at the adjusted price [14][17]. Group 4: Information Disclosure - The company is required to disclose relevant information regarding the adjustments, cancellations, and vesting of the incentive plan in accordance with applicable regulations [15][16]. - The law firm confirms that the company has fulfilled its current information disclosure obligations and will continue to do so as required [15][17].