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电声股份: 北京市君合(深圳)律师事务所关于广东电声市场营销股份有限公司2021年限制性股票与股票期权激励计划调整股票期权行权价格事项的法律意见书

Core Viewpoint - The legal opinion letter addresses the adjustment of stock option exercise prices under the 2021 equity incentive plan of Guangdong Electric Sound Marketing Co., Ltd, confirming that the adjustment process complies with relevant laws and regulations [1][3][14]. Summary by Sections Approval Procedures for the Adjustment - On October 26, 2021, the Compensation and Assessment Committee of the Board approved the relevant proposals regarding the 2021 equity incentive plan and submitted them for Board review [3]. - The Board meeting on the same day also approved the proposals, with certain directors recusing themselves due to conflicts of interest [4]. - The Supervisory Board confirmed the eligibility of the incentive recipients and approved the proposals on the same day [5]. - On November 4, 2021, the Board revised the exercise ratios for the stock options from 33%, 33%, 34% to 20%, 40%, 40% [6]. - The proposals were subsequently approved at a special shareholders' meeting on November 15, 2021, granting the Board the authority to adjust the stock option exercise prices [6][7]. Details of the Adjustment - The adjustment of the stock option exercise price was based on the company's annual profit distribution plan, which included a cash dividend of RMB 0.2 per share [14]. - The exercise price was adjusted from RMB 11.14 to RMB 11.12 per share, reflecting the dividend distribution [15]. Conclusion - The legal opinion concludes that the adjustment process adheres to the relevant management regulations and the company's articles of association, confirming the legality and validity of the Board's resolutions regarding the adjustment [14][15].