福莱新材: 北京君合（杭州）律师事务所关于浙江福莱新材料股份有限公司2025年限制性股票激励计划（草案）的法律意见书

Core Viewpoint - The legal opinion letter from Beijing Junhe (Hangzhou) Law Firm confirms that Zhejiang Fulai New Materials Co., Ltd. is qualified to implement its 2025 Restricted Stock Incentive Plan, which aims to attract and retain talent while aligning the interests of shareholders, the company, and key employees [2][28]. Group 1: Company Overview - Zhejiang Fulai New Materials Co., Ltd. was established on June 8, 2009, and is listed on the Shanghai Stock Exchange under the stock code "605488" [3][4]. - The company specializes in new material technology research and development, manufacturing and sales of new membrane materials, and various plastic products [4][5]. Group 2: Incentive Plan Details - The purpose of the 2025 Restricted Stock Incentive Plan is to establish a long-term incentive mechanism to motivate core employees and ensure their alignment with the company's long-term development [6][27]. - The plan targets 103 core employees, including two foreign employees who are key technical personnel in the company's flexible sensor business [7][8]. Group 3: Stock Allocation and Conditions - The plan proposes to grant a total of 2,426,950 shares, accounting for 0.86% of the company's total share capital as of the announcement date [10][12]. - The initial grant price for the restricted stock is set at 15.64 yuan per share, which is in line with regulatory requirements [17][18]. Group 4: Performance and Vesting Conditions - The performance assessment for the incentive plan spans three years (2025-2027), with specific profit targets set for each year: 60 million yuan for 2025, 80 million yuan for 2026, and 100 million yuan for 2027 [21][22]. - The vesting of shares is contingent upon both company performance and individual performance evaluations, ensuring that only those who meet the criteria can unlock their shares [23][27]. Group 5: Legal Compliance and Procedures - The company has fulfilled the necessary legal procedures for the implementation of the incentive plan, including board and supervisory committee approvals [25][26]. - The plan will be subject to further approval at the shareholders' meeting, ensuring compliance with relevant laws and regulations [28].