东岳硅材: 北京市金杜（青岛）律师事务所关于山东东岳有机硅材料股份有限公司2024年限制性股票激励计划调整事项的法律意见书

Core Viewpoint - The legal opinion letter from King & Wood Mallesons (Beijing) confirms that Shandong Dongyue Silicon Materials Co., Ltd. has complied with necessary legal requirements for the adjustment of its 2024 restricted stock incentive plan, including the approval and authorization processes [5][8]. Group 1: Legal Framework and Compliance - The legal opinion is based on various laws and regulations, including the Company Law, Securities Law, and relevant guidelines from the China Securities Regulatory Commission [1][2]. - The adjustment of the incentive plan is in accordance with the previously effective regulations and the company's articles of association [2][4]. - King & Wood Mallesons has verified the authenticity and completeness of the documents provided by the company, ensuring that there are no significant omissions or misrepresentations [3][4]. Group 2: Approval and Authorization - On October 29, 2024, the company held its second extraordinary general meeting to approve the authorization for the board of directors to handle matters related to the stock incentive plan [5][6]. - The board's remuneration and assessment committee approved the adjustment of the grant price for the restricted stock on August 25, 2025, with relevant members recusing themselves from the vote [6]. - The supervisory board also approved the adjustment on the same date, confirming that necessary approvals have been obtained [6][8]. Group 3: Adjustment Details - The adjustment of the grant price for the restricted stock is due to the completion of the company's profit distribution for the 2024 fiscal year, which included a cash dividend of 0.15 yuan per share, totaling 18 million yuan [7]. - The adjustment formula for the grant price is specified, ensuring that the adjusted price remains above 1 yuan per share [7]. - Following the adjustment, the grant price for the restricted stock has been revised from 5.90 yuan per share to 5.885 yuan per share [7][8]. Group 4: Conclusion - King & Wood Mallesons concludes that the company has fulfilled the necessary approvals and that the adjustment complies with relevant regulations and the incentive plan [8].