Core Viewpoint - The legal opinion letter from Grandall Law Firm (Hangzhou) addresses the adjustments, grants, and cancellations related to the 2024 restricted stock incentive plan of Xilei Compressor Co., Ltd, confirming that these actions comply with relevant laws and regulations [2][3][6]. Group 1: Approval and Authorization - On July 4, 2024, the company's board of directors approved the draft of the 2024 restricted stock incentive plan and related proposals [5]. - The supervisory board also approved the draft and verified the list of incentive objects for the plan [5][6]. - The company conducted an internal announcement of the incentive object list from July 5 to July 14, 2024, with no objections raised [6]. - On July 22, 2024, the second extraordinary general meeting of shareholders approved the relevant proposals for the incentive plan [6]. - On September 13, 2024, the board and supervisory board approved adjustments to the incentive plan [7]. Group 2: Adjustment Details - The adjustment of the grant price was based on a cash dividend distribution of RMB 3.00 per 10 shares, leading to a new grant price of RMB 7.59 per share after adjustments [7][9]. - The adjustment was deemed necessary and within the authorized scope, requiring no further shareholder approval [9][10]. Group 3: Granting Matters - The grant date for the reserved restricted stocks was set for July 15, 2025, following the approval of the incentive plan [10]. - A total of 907,845 restricted stocks will be granted to 32 eligible incentive objects at the adjusted price of RMB 7.59 per share [10][11]. - The granting conditions were confirmed to be met, allowing the company to proceed with the stock grants [11][12]. Group 4: Cancellation Matters - Due to the departure of 13 incentive objects, a total of 1,328,700 restricted stocks will be canceled as they no longer qualify [12][13]. - Additionally, 1,007,700 restricted stocks will be canceled due to the company not meeting performance targets set in the incentive plan [13]. - The cancellation of these stocks is in compliance with relevant regulations and the incentive plan [13]. Group 5: Information Disclosure - The company has fulfilled its information disclosure obligations regarding the adjustments, grants, and cancellations as required by relevant laws and regulations [13]. - Continued compliance with information disclosure obligations is necessary as per legal requirements [13]. Group 6: Conclusion - The legal opinion confirms that the adjustments, grants, and cancellations of the restricted stock incentive plan are legally valid and comply with applicable regulations [14].
鑫磊股份: 国浩律师（杭州）事务所关于鑫磊压缩机股份有限公司2024年限制性股票激励计划调整授予价格、授予预留部分限制性股票及作废部分限制性股票事项之法律意见书