豪威集团: 北京市天元律师事务所关于豪威集成电路（集团）股份有限公司股票期权激励计划调整行权价格的法律意见

Core Viewpoint - The legal opinion from Beijing Tianyuan Law Firm confirms the necessary approvals and procedures for adjusting the exercise price of stock options under the 2023 and 2025 incentive plans of Haowei Integrated Circuit (Group) Co., Ltd. The adjustments are deemed legal and effective based on relevant laws and regulations [1][2][3]. Group 1: Approval and Authorization - The adjustments to the exercise price of stock options for the 2023 incentive plans were approved by the company's board and supervisory committee, with specific resolutions passed regarding the granting of stock options to 777 incentive targets at an initial exercise price of 78.97 yuan per share [1][2]. - The exercise price was subsequently adjusted from 78.97 yuan to 78.83 yuan following the approval of the 2023 annual profit distribution plan, and further adjusted to 78.63 yuan after the mid-year profit distribution plan for 2024 was approved [1][2]. Group 2: Reasons and Methods for Adjustment - The adjustments were necessitated by the company's annual profit distribution plan, which included a cash dividend of 2.20 yuan per share, requiring a corresponding adjustment to the exercise price of stock options [2][3]. - The adjustment method used was P = P0 - V, where P0 is the original exercise price, V is the cash dividend per share, and P is the adjusted exercise price, ensuring that the adjusted price remains above 1 yuan [2][3]. Group 3: Conclusion - The legal opinion concludes that the adjustments to the stock option exercise prices have obtained the necessary approvals and followed the required procedures, thus being legal and effective according to the management regulations and incentive plans [3].