润禾材料: 国浩律师（上海）事务所关于宁波润禾高新材料科技股份有限公司2025年限制性股票激励计划之法律意见书

Core Viewpoint - Ningbo Runhe High-tech Materials Co., Ltd. is implementing a stock incentive plan for 2025, which aims to attract and retain talent while aligning the interests of shareholders and the core team [4][21]. Group 1: Company Information - Company Name: Ningbo Runhe High-tech Materials Co., Ltd. [5] - Type: Joint-stock company (listed, natural person investment or control) [5] - Registered Capital: 1,798.67353 million RMB [7] - Business Scope: Research, manufacturing, and sales of silicone materials, textile, and dyeing auxiliaries, among others [5]. Group 2: Incentive Plan Overview - The incentive plan involves granting 5 million restricted stocks, accounting for 2.78% of the total share capital [8]. - The initial grant will consist of 4.185 million shares, representing 2.33% of the total share capital [8]. - The plan's effective period is from the date of the first grant until the stocks are fully vested or become invalid, lasting no more than 48 months [9]. Group 3: Legal Compliance and Procedures - The plan complies with relevant laws and regulations, including the Securities Law and the Management Measures for Equity Incentives [3][17]. - The company has completed necessary legal procedures, including board and supervisory committee approvals [17][18]. - The incentive plan's details, including grant conditions and vesting arrangements, have been outlined in accordance with regulatory requirements [6][12]. Group 4: Performance Conditions - The vesting of restricted stocks is contingent upon meeting specific performance targets, including annual net profit thresholds for 2025 to 2027 [15][21]. - The performance targets include a net profit of 11,083 million RMB for 2025 and 12,524 million RMB for 2026 [15]. Group 5: Impact on Stakeholders - The incentive plan is designed to enhance corporate governance and improve the company's core competitiveness while safeguarding shareholder interests [21]. - The supervisory committee believes the plan will contribute positively to the company's sustainable development without harming the interests of shareholders [21].