Core Viewpoint - The legal opinion letter from Jindu Law Firm confirms that Huatai Securities has complied with necessary approvals and regulations regarding the adjustment of the repurchase price for its A-share restricted stock incentive plan [1][7][9]. Group 1: Approval and Authorization - On February 8, 2021, Huatai Securities held its first extraordinary general meeting of shareholders, which approved several proposals related to the A-share restricted stock incentive plan, including authorizing the board to adjust the repurchase price under certain conditions [5][6]. - On August 29, 2025, the board of directors approved the adjustment of the repurchase price from RMB 7.22 per share to RMB 6.85 per share, following the completion of the 2024 annual equity distribution [6][9]. - The supervisory board also reviewed and approved the adjustment, confirming that the process complied with relevant laws and regulations, and did not harm the interests of the company or its shareholders [6][7]. Group 2: Reasons for Price Adjustment - The adjustment of the repurchase price is based on the provisions of the incentive plan, which require adjustments in response to events affecting the company's total share capital or stock price, such as capital reserve transfers, stock dividends, and other similar actions [7][8]. - The company plans to repurchase a total of 438,495 shares from 143 incentive recipients whose performance conditions were not fully met or who have terminated their employment [7][8]. Group 3: Method and Results of Price Adjustment - The method for adjusting the repurchase price is calculated as follows: P = P0 - V, where P0 is the original grant price (RMB 7.22), V is the cash dividend per share (RMB 0.37), resulting in an adjusted price of RMB 6.85 per share [8][9]. - The adjusted repurchase price will be the lower of the adjusted grant price or the average trading price of the company's stock on the trading day prior to the board's review of the repurchase [9]. Group 4: Conclusion - The legal opinion concludes that Huatai Securities has fulfilled the necessary approvals and authorizations for the repurchase price adjustment, and that the adjustment complies with relevant regulations and the incentive plan [7][9].
华泰证券: 北京市金杜(南京)律师事务所关于华泰证券股份有限公司A股限制性股票股权激励计划回购价格调整事项的法律意见书