Group 1 - The core opinion of the legal opinion letter is that Hangzhou Guangyun Technology Co., Ltd. (hereinafter referred to as "Guangyun Technology" or "the Company") is legally qualified to implement the 2025 Restricted Stock Incentive Plan [6][36] - Guangyun Technology is a legally established joint-stock company, having transformed from a limited liability company to a joint-stock company in 2016, with its stock listed on the Shanghai Stock Exchange's Sci-Tech Innovation Board [6][7] - The Company does not have any circumstances that would prohibit the implementation of the stock incentive plan as per the relevant regulations [8][36] Group 2 - The 2025 Restricted Stock Incentive Plan (draft) outlines the incentive method, which involves granting restricted stocks to eligible participants upon meeting certain conditions [9][10] - The plan aims to enhance the long-term incentive mechanism, attract and retain talent, and align the interests of shareholders, the company, and core team members [11][12] - The plan specifies that the initial grant of restricted stocks will be 1.5 million shares, accounting for 0.35% of the total share capital [17][19] Group 3 - The granting price for the restricted stocks is set at no less than the higher of 50% of the average trading price of the company's shares over various periods prior to the announcement [30][31] - The plan includes specific conditions for the granting and vesting of the restricted stocks, ensuring compliance with applicable regulations [33][34] - The Company has established a performance assessment system to evaluate the incentive participants, which aligns with the regulatory requirements [16][34] Group 4 - The implementation of the incentive plan requires the approval of the shareholders' meeting, and the Company has fulfilled the necessary internal decision-making procedures [39][42] - The Company has committed not to provide any financial assistance to the incentive participants for acquiring the restricted stocks [40][42] - The plan is designed to enhance the Company's incentive mechanism and improve management efficiency, contributing to sustainable development without harming the interests of shareholders [43][44]
光云科技: 光云科技:北京市中伦(上海)律师事务所关于杭州光云科技股份有限公司2025年限制性股票激励计划的法律意见书