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瑞斯康达: 北京市普华律师事务所关于公司回购注销部分限制性股票的法律意见书

Core Viewpoint - The legal opinion letter from Beijing Pu Hua Law Firm addresses the conditions for the second release of restrictions on the 2022 restricted stock incentive plan of Ruiskanda Technology Development Co., Ltd. and the repurchase and cancellation of certain restricted stocks due to unmet performance conditions [2][3][22]. Group 1: Legal Framework and Approval - The law firm was commissioned to provide legal services for the implementation of the 2022 restricted stock incentive plan, relying on relevant laws and the company's articles of association [2][3]. - The board of directors approved various resolutions related to the incentive plan, including the authorization for the board to handle related matters [7][12]. - The independent directors expressed their agreement with the implementation of the incentive plan [7][12]. Group 2: Repurchase and Cancellation of Restricted Stocks - The company will repurchase and cancel a total of 608.25 million shares of restricted stocks due to 25 incentive objects losing their eligibility and performance conditions not being met [15][22]. - The repurchase price for the restricted stocks was adjusted to 3.834 yuan per share, with a total repurchase fund of 16,675,983 yuan [21][22]. - The performance targets for the second release of restrictions were not achieved, leading to the cancellation of the corresponding restricted stocks [13][20]. Group 3: Performance Conditions - The performance assessment for the second release of restrictions was based on a revenue growth target of not less than 30% compared to 2021, with a trigger value of not less than 24% [13][16]. - The company's audited revenue growth for 2023 was below the required threshold, resulting in the failure to meet the performance conditions [20][22].