三生国健: 三生国健：2024年限制性股票激励计划授予价格调整及预留部分授予事项的法律意见书

Core Viewpoint - The legal opinion letter from Grandall Law Firm confirms that the stock incentive plan of Sangfor Technologies (Shanghai) Co., Ltd. has obtained necessary approvals and complies with relevant regulations, including adjustments to the grant price and the allocation of reserved stock options [1][14]. Group 1: Implementation of the Incentive Plan - The company has approved the 2024 Restricted Stock Incentive Plan and its related proposals, with independent directors recusing themselves during the voting process [5]. - The supervisory board has verified the eligibility of the proposed incentive recipients and confirmed their compliance with legal and regulatory requirements [5][6]. Group 2: Grant Price Adjustments - The initial grant price was adjusted from 12.00 RMB to 11.95 RMB per share due to a cash dividend distribution of 0.05 RMB per share [7][10]. - The reserved stock grant price was further adjusted to 11.83 RMB per share, following a second dividend distribution of 0.09 RMB per share [9][10]. Group 3: Grant Conditions and Recipients - The incentive plan's recipients meet the conditions set forth in the 2024 Restricted Stock Incentive Plan, and the granting of restricted stocks is deemed valid [12][14]. - A total of 115.70 million shares will be granted to 43 recipients at the adjusted price of 11.83 RMB per share [13][14]. Group 4: Disclosure Obligations - The company is required to fulfill its information disclosure obligations in accordance with relevant laws and regulations, ensuring transparency regarding the incentive plan's progress [14].