光峰科技: 上海兰迪律师事务所关于深圳光峰科技股份有限公司2021年第二期限制性股票激励计划作废部分限制性股票暨首次授予部分第三个归属归属条件成就的法律意见书

Core Viewpoint - The legal opinion letter from Shanghai Landing Law Firm confirms the validity of Shenzhen Guangfeng Technology Co., Ltd.'s (hereinafter referred to as "Guangfeng Technology") actions regarding the cancellation of certain unvested restricted stocks and the achievement of vesting conditions for the first grant of the third vesting period under the 2021 Second Phase Restricted Stock Incentive Plan [1][11][20]. 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 Shanghai Stock Exchange [2][11]. - The firm has conducted thorough verification and confirmed that the facts stated in the opinion are true, accurate, and complete, ensuring compliance with legal standards [3][11]. Group 2: Incentive Plan Implementation - The 2021 Second Phase Restricted Stock Incentive Plan involves the cancellation of 414,000 shares of restricted stock due to five incentive targets leaving the company and performance assessments not being met [11][12]. - The plan allows for the vesting of 1,170,000 shares for 29 eligible incentive targets, with the vesting conditions having been met as of December 7, 2024 [10][19]. Group 3: Approval and Authorization - The necessary approvals and authorizations for the cancellation of restricted stocks and the vesting of stocks have been obtained from the board and supervisory committee [11][20]. - The independent directors have expressed that the incentive plan is beneficial for the company's sustainable development and does not harm the interests of shareholders, especially minority shareholders [4][12]. Group 4: Disclosure and Reporting - The company is required to disclose the decisions made during the meetings regarding the cancellation of restricted stocks and the vesting conditions within two trading days [20]. - The company will continue to fulfill its information disclosure obligations as the incentive plan progresses [20].