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华立科技: 北京市金杜(广州)律师事务所关于广州华立科技股份有限公司2024年股票期权和限制性股票激励计划调整及预留授予相关事项的法律意见书

Core Viewpoint - The legal opinion letter from King & Wood Mallesons (Guangzhou) Law Firm confirms that Guangzhou Huali Technology Co., Ltd. has complied with necessary legal procedures for its 2024 stock option and restricted stock incentive plan adjustments and grants [1][14]. Group 1: Approval and Authorization - On September 20, 2024, the company held its second extraordinary general meeting of shareholders, which approved the incentive plan and authorized the board to adjust the exercise price of stock options and restricted stocks as necessary [5][6]. - The board's decisions on August 7, 2025, included adjusting the exercise price of stock options from 15.11 CNY to 14.91 CNY and the grant price of restricted stocks from 9.07 CNY to 8.87 CNY [6][10]. Group 2: Granting Conditions - The granting of stock options and restricted stocks is contingent upon the fulfillment of specific conditions, including the absence of negative audit opinions and compliance with relevant laws and regulations [12][13]. - The company confirmed that the granting conditions were met, and the designated recipients of the incentive plan are eligible under the applicable laws and regulations [12][14]. Group 3: Adjustment Procedures - The adjustment of the exercise price and grant price is in accordance with the provisions outlined in the incentive plan, which allows for adjustments in the event of capital increases, stock dividends, or other corporate actions [8][9]. - The company’s 2024 annual equity distribution plan included a cash dividend of 2.00 CNY per 10 shares, totaling approximately 29.34 million CNY, which triggered the price adjustments [9][10]. Group 4: Legal Compliance - The law firm conducted thorough due diligence and confirmed that all necessary approvals and authorizations for the adjustments and grants have been obtained, ensuring compliance with the relevant regulations [3][14]. - The legal opinion letter serves as a required document for the implementation of the incentive plan and is to be submitted to the Shenzhen Stock Exchange for public announcement [4][5].