诺泰生物: 国浩律师（杭州）事务所关于江苏诺泰澳赛诺生物制药股份有限公司2023年限制性股票激励计划第二个归属期归属条件成就、授予价格和授予数量调整及部分限制性股票作废相关事项的法律意见书

Core Viewpoint - The legal opinion letter from Grandall Law Firm (Hangzhou) confirms that Jiangsu Nuotai Aosaino Biopharmaceutical Co., Ltd.'s 2023 restricted stock incentive plan has met the necessary conditions for the second vesting period, and the adjustments and cancellations of certain restricted stocks are compliant with relevant laws and regulations [2][20]. Group 1: Approval and Authorization - The company has received approval for the 2023 restricted stock incentive plan, with independent directors expressing agreement and no objections raised during the public notice period [6][9]. - The company’s supervisory board has verified that the proposed incentive objects meet the legal and regulatory requirements [7][9]. Group 2: Vesting Details - The second vesting period for the restricted stocks is defined as the first trading day after 24 months from the grant date until the last trading day within 36 months from the grant date, with 30% of the total granted rights eligible for vesting [10][12]. - The vesting conditions require that the company has not received negative audit opinions or failed to meet legal profit distribution requirements in the past 36 months [10][11]. Group 3: Adjustments - The grant price of the restricted stocks has been adjusted from 15.13 CNY per share to 10.1643 CNY per share due to capital increases and cash dividends [18]. - The number of restricted stocks granted has been adjusted from 1,518,750 shares to 2,126,250 shares based on the same factors [18]. Group 4: Cancellations - A total of 71,890 shares of restricted stock have been rendered void due to the departure of three incentive objects, which disqualified them from the incentive plan [19]. - The cancellation of these shares is in accordance with the provisions of the incentive plan regarding the treatment of unvested stocks upon employee departure [19]. Group 5: Conclusion - The legal opinion concludes that all aspects of the vesting, adjustments, and cancellations are in compliance with the Company Law, Securities Law, and relevant regulations, and the company will continue to fulfill its disclosure obligations [20].