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众生药业: 北京海润天睿律师事务所关于广东众生药业股份有限公司调整2022年限制性股票激励计划回购价格的法律意见书

Core Viewpoint - The legal opinion letter from Beijing Hairun Tianrui Law Firm confirms the adjustment of the repurchase price for the 2022 Restricted Stock Incentive Plan of Guangdong Zhongsheng Pharmaceutical Co., Ltd. The adjustment is in compliance with relevant laws and regulations, and has received necessary approvals [2][12]. Group 1: Adjustment Details - The repurchase price for the restricted stock has been adjusted from 4.98 RMB per share to 4.78 RMB per share due to the company's profit distribution plan [9][12]. - The adjustment was made following the company's 2024 annual profit distribution plan, which included a cash dividend of 2.00 RMB per 10 shares [8][11]. - The adjustment method used was P = P0 - V, where P0 is the original repurchase price and V is the cash dividend per share [11][12]. Group 2: Approval Process - The adjustment received approval from the company's board of directors and supervisory board during meetings held on April 24, 2025, and was subsequently ratified at the annual general meeting on May 19, 2025 [7][8]. - The necessary authorizations for the adjustment were obtained according to the company's first extraordinary general meeting in 2022, thus not requiring further shareholder approval [12]. Group 3: Legal Compliance - The law firm conducted a thorough review of relevant documents, including the draft of the incentive plan and management measures, ensuring that the adjustment complies with the Company Law, Securities Law, and the Management Measures for Listed Company Equity Incentives [3][12]. - The law firm confirmed that all documents provided were authentic and complete, and that the conclusions drawn in the legal opinion are accurate and lawful [4][12].