星宸科技: 北京市竞天公诚（深圳）律师事务所关于星宸科技股份有限公司2025年限制性股票激励计划（草案）的法律意见书

Core Viewpoint - The legal opinion letter regarding the 2025 Restricted Stock Incentive Plan of Xingchen Technology Co., Ltd. has been issued, confirming the legality and compliance of the plan with relevant laws and regulations [2][4][22]. Group 1: Company Overview - Xingchen Technology Co., Ltd. is a publicly listed company on the Shenzhen Stock Exchange with stock code "301536" [4]. - The company was established on December 21, 2017, and has a registered capital of 421.715232 million RMB [5][6]. - The company is engaged in integrated circuit design, software development, and information technology consulting services, among other activities [4]. Group 2: Incentive Plan Details - The 2025 Restricted Stock Incentive Plan aims to grant a total of 977,200 shares, representing approximately 0.23% of the company's total share capital [10][11]. - The plan includes a first grant of 927,200 shares (94.88% of the total) and a reserved grant of 50,000 shares (5.12% of the total) [10]. - The incentive plan is designed for up to 207 core personnel, including some employees from Taiwan, to enhance talent retention and motivation [7][8]. Group 3: Legal Compliance - The legal opinion confirms that Xingchen Technology meets the qualifications to implement the stock incentive plan and does not fall under any prohibitive conditions outlined in the relevant regulations [6][22]. - The plan's content, including the determination of incentive objects, stock sources, and distribution methods, complies with the Management Measures and other applicable regulations [22]. Group 4: Granting and Vesting Conditions - The granting price for the restricted stock is set based on the higher of the stock's face value or 50% of the average trading price on the day before the announcement [17]. - The vesting schedule includes a 12-month waiting period before the first batch of shares can vest, with subsequent vesting occurring over the following 36 months [14][15]. - The plan includes performance-based conditions that must be met for the shares to vest, including specific revenue and profit growth targets for the years 2025 to 2027 [20][21].