醋化股份: 关于南通醋酸化工股份有限公司2022年股票期权与限制性股票激励计划回购注销限制性股票实施情况之法律意见书

Core Viewpoint - The legal opinion letter confirms that Nantong Acetic Acid Chemical Co., Ltd. has complied with necessary procedures and regulations for the repurchase and cancellation of restricted stocks under its 2022 stock option and restricted stock incentive plan [1][10]. Group 1: Approval and Authorization of Repurchase - The company has obtained necessary approvals from the shareholders' meeting, board of directors, and supervisory board for the repurchase and cancellation of restricted stocks [5][6]. - The first temporary shareholders' meeting on January 16, 2023, approved the relevant proposals regarding the incentive plan [5]. - The board's compensation and assessment committee approved the termination of the incentive plan on April 24, 2025 [6]. Group 2: Reasons for Repurchase - The repurchase is due to the failure to meet performance assessment requirements for the second unlock period, which required a revenue growth rate of no less than 35% from 2021 to 2024 [8]. - The company did not achieve the required performance metrics as per the incentive plan, leading to the decision to repurchase 1.934 million shares from 87 incentive targets [8][9]. Group 3: Implementation Progress - The company disclosed the termination of the incentive plan and the adjustment of the repurchase price on April 26, 2025, and completed the necessary creditor notification procedures [9][10]. - A special securities account for the repurchase has been opened, and the company is in the process of completing the repurchase and cancellation of the restricted stocks [10]. Group 4: Conclusion - The legal opinion concludes that the company has fulfilled the necessary approval and disclosure obligations for the repurchase, and the actions taken are in compliance with relevant regulations and the company's articles of association [10].