Zheng Quan Zhi Xing·2025-08-22 13:19Core Viewpoint - The legal opinion letter from Beijing King & Wood Mallesons confirms that JA Solar Technology Co., Ltd. is qualified to implement its 2025 stock option incentive plan, which aims to enhance corporate governance and motivate key personnel for sustainable development [1][31]. Group 1: Company Background and Legal Framework - JA Solar Technology Co., Ltd. was formerly known as Qinhuangdao Tianye Tonglian Heavy Industry Co., Ltd. and changed its name after acquiring 100% of JA Solar Co., Ltd. in 2019 [4][5]. - The company is legally established and in good standing, with a registered capital of approximately 3.31 billion RMB [5]. - The legal opinion is based on the current laws and regulations in mainland China, excluding any laws from Hong Kong, Macau, or Taiwan [2]. Group 2: Incentive Plan Overview - The 2025 stock option incentive plan aims to improve the company's governance structure and establish a robust incentive and restraint mechanism [9][31]. - The plan includes provisions for the management structure, criteria for selecting incentive recipients, and the rights and obligations of both the company and the recipients [7][10]. Group 3: Eligibility and Scope of Incentive Recipients - The incentive recipients include 1,975 individuals, such as directors (excluding independent directors), senior management, and core technical personnel, who are directly influential to the company's performance [11][10]. - The plan excludes independent directors, supervisors, and shareholders holding more than 5% of the company's shares [11][10]. Group 4: Stock Options and Conditions - The stock options granted under the plan will be sourced from repurchased shares or newly issued shares to the incentive recipients [12]. - The total number of stock options granted will not exceed 10% of the company's total share capital, and no individual recipient will receive more than 1% of the total share capital [12][11]. Group 5: Pricing and Performance Conditions - The exercise price for the stock options is set at 9.15 RMB per share, which is below the average trading price prior to the announcement [20][21]. - The plan includes performance conditions based on the company's net profit for the years 2025 and 2026, with specific targets for each year [24][23]. Group 6: Legal Compliance and Procedures - The company has followed the necessary legal procedures for the implementation of the incentive plan, including board approvals and compliance with relevant laws [26][28]. - The plan will be subject to further disclosures and approvals as required by the regulatory framework [28][31].