Core Viewpoint - The legal opinion letter from Yuanwen (Shanghai) Law Firm confirms the compliance and necessary approvals for the adjustments in the stock incentive plan of Suzhou Mingzhi Technology Co., Ltd, including the adjustment of grant prices and the cancellation of certain restricted stocks [1][12]. Group 1: Approval and Authorization of the Incentive Plan - On May 5, 2023, the company held its second board meeting and approved the draft of the 2023 restricted stock incentive plan and related proposals [4][5]. - The independent directors provided their opinions on the incentive plan on the same day [5]. - The company conducted internal publicity regarding the incentive plan from May 5 to May 14, 2023, with no objections raised by employees [6]. - The annual shareholders' meeting on May 18, 2023, approved the incentive plan and authorized the board to handle related matters [6][7]. Group 2: Adjustment of Grant Price - The adjustment of the grant price was necessitated by a cash dividend distribution of RMB 0.45 per share, which was approved at the 2024 annual shareholders' meeting on May 23, 2025 [9]. - The adjusted grant price is calculated as follows: P = P0 - V, where P0 is the original grant price of RMB 16.00, resulting in an adjusted price of RMB 15.55 per share after the dividend [9][10]. - The adjustment complies with relevant laws and regulations, and no further shareholder approval is required for this adjustment [10][12]. Group 3: Cancellation of Restricted Stocks - Three incentive plan participants left the company, leading to the cancellation of 4,750 shares of unvested restricted stocks [10][11]. - The company did not meet the performance targets for the second vesting period, resulting in the cancellation of 416,070 shares of unvested restricted stocks [11]. - The total number of restricted stocks canceled amounts to 420,820 shares, which aligns with the regulations and the incentive plan [11][12].
明志科技: 远闻(上海)律师事务所关于苏州明志科技股份有限公司2023年限制性股票激励计划授予价格调整及部分限制性股票作废相关事项的法律意见书