Core Viewpoint - The legal opinion letter from Beijing Jincheng Tongda (Shenzhen) Law Firm confirms the adjustments to the stock option exercise price, the conditions for the first exercise period, and the conditions for the first release of restrictions for Shenzhen Zhaowei Electromechanical Co., Ltd.'s stock incentive plan, indicating compliance with relevant laws and regulations [2][5][17]. Group 1: Approval and Authorization of the Incentive Plan - On August 7, 2024, the company held its third board meeting and third supervisory committee meeting, approving the stock option and restricted stock incentive plan [5][6]. - The internal announcement of the incentive plan's beneficiaries occurred from August 8 to August 17, 2024, with no objections received [6]. - The second extraordinary shareholders' meeting on August 28, 2024, approved the incentive plan, followed by the board and supervisory committee meetings that also approved the granting of stock options and restricted stocks [6][7]. Group 2: Adjustment of Stock Option Exercise Price - The adjustment of the stock option exercise price was necessitated by the company's cash dividend distribution of RMB 2.85 per 10 shares, approved on May 19, 2025 [9][10]. - The exercise price was adjusted from RMB 42.70 to approximately RMB 42.42 per share after accounting for the dividend [9][10]. Group 3: Conditions for Exercise and Release of Restrictions - The first exercise period for stock options is set from 12 months after the grant date to 24 months after the grant date, with a corresponding exercise ratio of 50% of the granted stock options [10][11]. - The first release of restrictions for restricted stocks follows a similar timeline, with the grant date for stock options being August 28, 2024, and the first release of restrictions on August 27, 2025 [10][11]. Group 4: Performance Conditions for Exercise and Release - The performance assessment for the incentive plan spans the years 2024 and 2025, with a target revenue of RMB 1.525 billion for each year [12]. - The conditions for exercising options and releasing restrictions include various financial performance metrics, with specific thresholds for revenue completion [12][13]. Group 5: Number of Participants and Shares Involved - A total of 122 individuals are eligible for stock option exercise, with a total of 627,850 shares to be exercised at the adjusted price of RMB 42.42 per share [16]. - For the release of restrictions, 119 individuals are eligible, with the same number of shares (627,850) subject to release [16].
兆威机电: 北京金诚同达（深圳）律师事务所关于深圳市兆威机电股份有限公司2024年股票期权与限制性股票激励计划调整股票期权行权价格、第一个行权期行权条件及第一个解除限售期解除限售条件成就的法律意见书