Core Viewpoint - The legal opinion letter from Guantao Law Firm confirms the compliance of China Software and Technology Service Co., Ltd.'s stock incentive plan and the subsequent repurchase and cancellation of unvested restricted stocks, ensuring adherence to relevant laws and regulations [1][13][15]. Group 1: Legal Framework and Compliance - The legal opinion is based on various laws and regulations, including the Company Law, Securities Law, and specific management measures related to stock incentives [2][13]. - The law firm conducted thorough verification of the facts and documents provided by the company, ensuring the accuracy and legality of the conclusions drawn in the opinion [3][13]. Group 2: Stock Incentive Plan Details - The company has approved the repurchase and cancellation of 6,306,604 shares of restricted stock, which accounts for 0.67% of the total share capital [11][15]. - The repurchase prices for the restricted stocks are set at 15.42 yuan per share for the first batch, 22.41 yuan for the first reserved batch, and 28.85 yuan for the second reserved batch [8][15]. Group 3: Approval Process - The board of directors and the supervisory board have reviewed and approved the relevant proposals regarding the stock incentive plan and the repurchase of shares, with independent directors providing their consent [4][6][13]. - The company has ensured that all necessary internal decision-making procedures have been followed for the repurchase and cancellation of the restricted stocks [15]. Group 4: Reasons for Repurchase - The repurchase is primarily due to changes in the personal circumstances of certain incentive recipients, including resignations and organizational adjustments [9][14]. - The company aims to comply with the terms of the stock incentive plan, particularly in light of performance targets not being met, which has resulted in the inability to unlock the restricted stocks [14][15].
中国软件: 北京观韬律师事务所关于中国软件回购注销部分已授予但尚未解锁限制性股票的法律意见书