五芳斋: 上海市锦天城律师事务所关于浙江五芳斋实业股份有限公司部分限制性股票回购注销实施之法律意见书

Core Viewpoint - The legal opinion letter from Shanghai Jintiancheng Law Firm confirms that Zhejiang Wufangzhai Industrial Co., Ltd. has obtained the necessary approvals and authorizations for the repurchase and cancellation of part of its restricted stock, in accordance with relevant regulations and its incentive plan [1][12]. Group 1: Approval and Authorization - The company has received independent opinions from its independent directors regarding the proposals related to the 2023 Restricted Stock Incentive Plan [4][5]. - The supervisory board has reviewed and approved the relevant proposals, confirming that no objections were raised during the public solicitation of voting rights [5][6]. - The company has conducted self-inspections regarding insider trading and found no violations [6]. Group 2: Repurchase and Cancellation Details - The repurchase and cancellation of restricted stocks were necessitated by the failure to meet performance assessment targets, with a total of 1,114,143 shares being repurchased due to unmet criteria [9][10]. - The total number of shares involved in the repurchase is 1,147,659, affecting 76 incentive targets, with 33,516 shares related to five individuals who left the company [10]. - The company has established a dedicated securities account for the repurchase and plans to complete the cancellation by July 2, 2025 [10]. Group 3: Compliance and Conclusion - The legal opinion asserts that the reasons, quantities, and arrangements for the repurchase and cancellation comply with the relevant regulations and the incentive plan [11][12]. - The company is required to follow legal procedures for capital reduction and share cancellation registration, along with necessary disclosures [12].