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法兰泰克: 国浩律师(上海)事务所关于公司调整2024年股票期权与限制性股票激励计划及注销部分股票期权并回购注销部分限制性股票之法律意见书

Core Viewpoint - The legal opinion letter from Grandall Law Firm (Shanghai) regarding the adjustment of the 2024 stock option and restricted stock incentive plan of Falan Tech Heavy Industry Co., Ltd. confirms that the company has complied with relevant laws and regulations in the implementation of its incentive plan [1][2][4]. Group 1: Approval and Authorization of the Incentive Plan - The company held its fourth board meeting on March 25, 2024, where it approved the draft of the 2024 stock option and restricted stock incentive plan [5]. - On April 25, 2024, the company held its fourth board meeting and approved the adjustment of the incentive plan and the granting of stock options and restricted stocks to the incentive targets [6]. - The company held its fifth board meeting on August 23, 2024, where it approved the adjustment of the incentive plan and the cancellation of certain stock options and repurchase of restricted stocks [6]. Group 2: Specifics of the Incentive Plan Adjustment - The adjustment of the incentive plan was authorized by the shareholders' meeting, allowing the board to manage and adjust the plan [7]. - The repurchase price of the restricted stocks was adjusted from 3.93 yuan per share to 3.70 yuan per share, and the exercise price of the stock options was adjusted from 6.43 yuan per share to 6.20 yuan per share [8]. Group 3: Cancellation and Repurchase of Stock Options - The company plans to cancel 123,200 stock options and repurchase 29,750 restricted stocks due to the departure of four incentive targets [9]. - The repurchase price for the restricted stocks is set at 3.70 yuan per share, and the funding for this repurchase will come from the company's own funds [9]. Group 4: Conclusion and Compliance - The legal opinion concludes that the company has fulfilled the necessary approval and decision-making procedures for the adjustment and cancellation of the incentive plan [10]. - The basis, quantity, price, and funding source for the cancellation and repurchase of stock options and restricted stocks comply with relevant laws and regulations [10].