上海港湾: 北京市中伦律师事务所关于上海港湾基础建设（集团）股份有限公司回购注销部分限制性股票实施的法律意见书

Core Viewpoint - The legal opinion letter from Beijing Zhonglun Law Firm confirms that Shanghai Port Construction (Group) Co., Ltd. has obtained the necessary approvals and authorizations for the repurchase and cancellation of certain restricted stocks as part of its 2023 incentive plan [1][10][13] Summary by Sections Legal Basis and Verification - The law firm conducted a thorough review of relevant documents, including the 2023 restricted stock incentive plan and related board and supervisory committee meeting files, ensuring compliance with the Company Law and Securities Law [2][3] - The law firm asserts that all provided materials are true, accurate, and complete, with no significant omissions [2][3] Approval and Authorization - On March 21, 2023, the company's board and supervisory committee approved the incentive plan and authorized the board to handle related matters [4][5] - The company disclosed the list of incentive recipients on March 22, 2023, and no objections were raised during the public notice period [4][5] Repurchase and Cancellation Details - The repurchase of restricted stocks is due to the failure of 18 incentive recipients to meet performance targets, resulting in the cancellation of 1,176,000 shares [11][12] - The repurchase price for the first grant and deferred portions is set at 10.95887 yuan per share, while the reserved grant portion is set at 18.43030 yuan per share [12] Implementation and Notification - The company has completed the necessary notifications to creditors regarding the repurchase and has not received any objections [12] - A dedicated repurchase account has been established, and the cancellation is expected to be completed by June 26, 2025 [12] Changes in Share Capital Structure - Following the repurchase, the company's share capital structure will change as follows: - Restricted shares will decrease from 2,744,000 to 1,568,000 - Total shares will decrease from 245,760,841 to 244,584,841 [12] Conclusion - The law firm concludes that the repurchase and cancellation of restricted stocks comply with relevant regulations and that the company must complete necessary registration and disclosure procedures [13]