Workflow
凯众股份: 上海东方华银律师事务所关于上海凯众材料科技股份有限公司回购并注销部分2023年和2024年限制性股票及注销部分2024年股票期权之法律意见书

Core Viewpoint - The legal opinion letter from Shanghai Dongfang Huayin Law Firm confirms that Shanghai Kaizhong Materials Technology Co., Ltd. has obtained the necessary approvals and authorizations for the repurchase and cancellation of certain restricted stocks and stock options for 2023 and 2024, in compliance with relevant laws and regulations [2][11][14]. Group 1: Legal Framework and Compliance - The law firm has verified that Kaizhong Materials is a legally established and validly existing listed company, with no circumstances requiring termination, dissolution, or liquidation as per the Company Law and relevant regulations [2][4]. - The company has provided all necessary original documents and statements, ensuring their authenticity and compliance, which the law firm has thoroughly verified [2][3]. Group 2: Stock Incentive Plans - The 2023 restricted stock incentive plan has been approved, allowing the company to grant 430,020 shares of restricted stock to four incentive objects at a price of 8.23 yuan per share [5][6]. - The 2024 stock option and restricted stock incentive plan has also been approved, with 29 individuals receiving 3.402 million stock options at an exercise price of 14.52 yuan per option, and three individuals receiving 1.386 million restricted stocks at a price of 7.09 yuan per share [8][10]. Group 3: Repurchase and Cancellation Details - The company plans to repurchase and cancel 166,600 shares of restricted stock at an adjusted price of 3.69 yuan per share, and to cancel 2,367,680 stock options at an adjusted exercise price of 10.12 yuan per option [10][12][13]. - The repurchase and cancellation are based on the failure to meet performance targets for the respective incentive plans, necessitating the cancellation of unvested stocks and unexercised options [11][12]. Group 4: Conclusion and Next Steps - The law firm concludes that the repurchase and cancellation of stocks and options have met all necessary legal requirements and that the company must fulfill its disclosure obligations and complete the necessary registration procedures [14].