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2022年限制性股票激励计划作废部分限制性股票暨预留授予部分第二个归属期归属条件成就的法律意见书

Core Viewpoint - The legal opinion letter from Shanghai Landing Law Firm confirms that Shenzhen Guangfeng Technology Co., Ltd.'s 2022 Restricted Stock Incentive Plan has achieved necessary approvals and authorizations regarding the cancellation of certain unvested restricted stocks and the fulfillment of conditions for the second vesting period of reserved grants [11][19]. Group 1: Implementation of the Incentive Plan - The legal opinion letter is based on various laws and regulations, including the Company Law and Securities Law of the People's Republic of China, and confirms the legality of the 2022 Restricted Stock Incentive Plan [2][11]. - The company has conducted multiple meetings to approve the necessary resolutions related to the incentive plan, including the approval of the initial grant of 8.4 million restricted stocks to 100 incentive targets on May 25, 2022 [5][6]. Group 2: Cancellation of Restricted Stocks - A total of 7.575 million shares of restricted stock have been canceled due to certain incentive targets no longer qualifying and performance assessments not meeting the required standards [12][19]. - The cancellation of these stocks is deemed compliant with relevant laws and regulations, ensuring no adverse impact on the company's financial status or shareholder interests [12][19]. Group 3: Conditions for the Second Vesting Period - The second vesting period for the reserved grants is defined as the period from December 27, 2024, to December 26, 2025, and has entered this phase as of the date of the legal opinion [11][19]. - The conditions for the second vesting period have been met, including the absence of negative audit opinions and compliance with performance targets [13][19]. Group 4: Disclosure and Compliance - The company is required to disclose the resolutions related to the incentive plan within two trading days following the meetings, ensuring compliance with information disclosure obligations [19]. - The legal opinion confirms that all actions taken regarding the incentive plan are in accordance with the relevant laws, regulations, and the company's internal policies [11][19].