莲花控股: 北京市金杜律师事务所关于莲花控股2023年股票期权与限制性股票激励计划预留授予部分股票期权第一个行权期行权、预留授予部分限制性股票第一个解除限售期解除限售条件成就事项的法律意见书

Core Viewpoint - The legal opinion letter issued by King & Wood Mallesons confirms that Lianhua Holdings Co., Ltd. has met the necessary conditions for the first exercise period of stock options and the first lifting of restrictions on granted restricted stocks under its 2023 stock option and restricted stock incentive plan [1][17]. Group 1: Approval and Authorization - The shareholders' meeting authorized the board of directors to handle matters related to the stock incentive plan, including the review and confirmation of the exercise or lifting of restrictions for incentive objects [5][6]. - The necessary approvals and authorizations for the exercise and lifting of restrictions have been obtained, complying with relevant regulations [6][17]. Group 2: Conditions for Exercise and Lifting of Restrictions - The first exercise period for stock options is set to be from 12 months after the grant date until 24 months after the grant date, while the first lifting of restrictions for restricted stocks follows a similar timeline based on the completion of registration [6][7]. - Conditions for exercising stock options include the absence of negative audit opinions on financial reports and compliance with profit distribution regulations [9][12]. - Performance assessment targets for the incentive plan require a minimum revenue growth rate of 30% for 2024 and 45% for 2025, or a minimum profit growth rate of 60% for 2024 and 90% for 2025, based on 2022 figures [9][10][11]. Group 3: Performance Assessment - The performance assessment for individual incentive objects is based on a scoring system, where a score of 60 or above allows for full exercise or lifting of restrictions [10][11]. - The company has confirmed that all 19 incentive objects have achieved scores greater than 60, allowing for full exercise and lifting of restrictions [17]. Group 4: Compliance and Legal Responsibility - King & Wood Mallesons has conducted thorough verification and confirmed that the facts and legal issues related to the exercise and lifting of restrictions are accurate and complete [5][14]. - The law firm assumes legal responsibility for the opinions expressed in the legal opinion letter, which is to be used solely for the purpose of the exercise and lifting of restrictions [5][18].