天智航: 北京德恒律师事务所关于北京天智航医疗科技股份有限公司2023年限制性股票激励计划首次及预留授予部分第二个归属期符合归属条件及作废部分限制性股票的法律意见

Core Viewpoint - The legal opinion from Beijing Deheng Law Firm confirms that the second vesting period of the 2023 restricted stock incentive plan for Beijing Tianzhihang Medical Technology Co., Ltd. meets the vesting conditions and outlines the circumstances under which certain restricted stocks will be canceled [2][5][21]. Group 1: Approval and Authorization - The company has completed necessary procedures for the implementation of the 2023 restricted stock incentive plan, including approval from the board and supervisory committee [6][7]. - The independent directors have expressed that the implementation of the incentive plan is beneficial for the company's governance structure and does not harm the interests of shareholders, especially minority shareholders [7][8]. Group 2: Vesting Conditions - The second vesting period for the initial grant of restricted stocks began on May 12, 2023, and the pre-allocated grant's second vesting period will start on August 22, 2025 [10][11]. - The company has confirmed that the vesting conditions have been met, including the absence of negative audit opinions and compliance with legal regulations [11][14]. Group 3: Specifics of the Vesting - The initial grant date was May 12, 2023, with 95 individuals eligible for a total of 3.135355 million shares at a grant price of 8.66 yuan per share [20]. - The pre-allocated grant date is August 22, 2023, with 117 individuals eligible for a total of 0.729305 million shares at the same grant price [20]. Group 4: Cancellation of Restricted Stocks - A total of 172,095 restricted stocks will be canceled due to the departure of individuals who no longer meet the eligibility criteria [22]. - The cancellation aligns with the regulations set forth in the management measures and listing rules [21][22]. Group 5: Conclusion - The legal opinion concludes that both the vesting and cancellation of restricted stocks have received the necessary approvals and comply with relevant regulations [22][23].