上海君澜律师事务所 关于 浙江东亚药业股份有限公司 回购注销部分限制性股票实施相关事项 之 法律意见书 二〇二五年八月 上海君澜律师事务所 法律意见书 上海君澜律师事务所 关于浙江东亚药业股份有限公司 回购注销部分限制性股票实施相关事项之 法律意见书 致：浙江东亚药业股份有限公司 上海君澜律师事务所（以下简称"本所"）接受浙江东亚药业股份有限公司（以 下简称"公司"或"东亚药业"）的委托，根据《中华人民共和国公司法》（以下简 称"《公司法》"）、《浙江东亚药业股份有限公司 2024 年限制性股票激励计划》 （以下简称"《激励计划》"或"本次激励计划"）的规定，就东亚药业回购注销本 次激励计划 1 名激励对象已获授但尚未解除限售的限制性股票（以下简称"本次回购 注销"）实施相关事项出具本法律意见书。 对本法律意见书，本所律师声明如下： （一）本所律师依据《中华人民共和国证券法》《律师事务所从事证券法律业务 管理办法》和《律师事务所证券法律业务执业规则（试行）》等规定及本法律意见书 出具日以前已经发生或者存在的事实，严格履行了法定职责，遵循了勤勉尽责和诚实 信用原则，进行了充分的核查验证，保证本法律意见所认定的事 ...

Core Viewpoint - The company has successfully met the conditions for the first unlock period of its 2024 stock option and restricted stock incentive plan, allowing for the release of certain restricted shares [3][7][8]. Group 1: Incentive Plan Details - The first unlock period for the restricted stock will end on August 27, 2025, allowing for the release of 50% of the total granted restricted stock [7]. - A total of 119 individuals are eligible for the unlock, with 627,850 shares (0.2614% of the total share capital) set to be released [2][11]. - The company has completed all necessary approval procedures for the incentive plan, including board meetings and legal opinions [3][4][5]. Group 2: Unlock Schedule and Conditions - The shares will be available for trading starting from August 29, 2025 [9]. - The company has confirmed that the conditions for the first unlock period have been satisfied, as per the regulations outlined in the incentive plan [8]. - The plan includes a provision for a second unlock period, which will occur 12 months after the first unlock [7]. Group 3: Changes and Compliance - One individual was disqualified from the incentive plan due to leaving the company, resulting in the cancellation of 7,000 shares [14]. - The company has ensured compliance with relevant laws and regulations regarding the management of shares post-unlock [12].

Core Viewpoint - Wanrun Co., Ltd. reported a decline in total revenue for the first half of 2025, while net profit showed a slight increase, indicating mixed financial performance amid challenges in revenue generation [1][2]. Financial Performance Summary - Total revenue for the first half of 2025 was 1.87 billion yuan, a decrease of 4.42% compared to 2024 [1]. - Net profit attributable to shareholders reached 218 million yuan, reflecting a year-on-year increase of 1.35% [1]. - In Q2 2025, total revenue was 1.009 billion yuan, down 0.95% year-on-year, while net profit for the quarter was 138 million yuan, up 18.25% [1]. - The gross margin was 38.75%, down 3.72% year-on-year, and the net margin was 14.44%, down 1.83% [1]. - Total receivables accounted for 260.77% of the latest annual net profit, indicating a significant amount of outstanding payments [3]. Cash Flow and Investment Summary - Cash flow from operating activities showed a decline, with net cash flow from investment activities down 118.27% due to reduced cash flow from purchasing and recovering financial products [2]. - Financing activities also saw a significant drop, with net cash flow down 294.76% as new borrowings decreased [2]. - The net increase in cash and cash equivalents was down 75.47%, reflecting reduced cash inflows from both investment and financing activities [2]. Business Model and Future Outlook - The company's performance is primarily driven by R&D and capital expenditures, necessitating careful evaluation of capital spending projects [3]. - Analysts expect the company's performance in 2025 to reach 461 million yuan, with an average earnings per share of 0.5 yuan [3]. Shareholder Activity and Stock Buyback - Shareholder activities include ongoing share buybacks and an increase in holdings by major shareholders, with a plan to repurchase shares worth 100 million to 200 million yuan [4]. - The company is also in the process of canceling 7,009,780 shares under its restricted stock incentive plan, which is expected to enhance earnings per share [5].

Core Viewpoint - The company, Fujian StarNet RuiJie Communication Co., Ltd., has completed the repurchase and cancellation of 2,914,320 restricted shares due to employee departures and unmet performance assessments, with a total repurchase amount of approximately 28.8 million yuan [2][9][13]. Group 1: Repurchase Details - The number of restricted shares repurchased is 2,914,320, accounting for 0.4951% of the total share capital before the repurchase [2]. - The repurchase price for the shares is set at 9.88 yuan per share, which is the lower of the grant price and the market price at the time of repurchase [12]. - The total funds used for the repurchase amount to 28,800,579.41 yuan, sourced entirely from the company's own funds [13]. Group 2: Reasons for Repurchase - The repurchase is attributed to 45 employees leaving the company, resulting in the cancellation of 443,700 shares [6]. - One employee's retirement led to the cancellation of 55,800 shares, with the repurchase price adjusted to include bank interest [7]. - The company did not meet the performance assessment criteria for 2,414,820 shares, leading to their cancellation as well [8]. Group 3: Approval Process - The repurchase plan was approved in multiple meetings, including the seventh board meeting and the fifth supervisory board meeting on June 9, 2025 [6]. - The company followed the necessary approval procedures and disclosed relevant information as required [4][5]. Group 4: Impact on Company Structure - Following the repurchase, the number of restricted shares will decrease, but this will not affect the control of the company or its compliance with listing conditions [16]. - The repurchase will not have a significant impact on the company's financial status or operational results [18].

Core Viewpoint - The company has approved several resolutions during its board and supervisory meetings, including adjustments to its stock incentive plan and financing arrangements, reflecting its ongoing commitment to corporate governance and shareholder value enhancement [5][25][32]. Group 1: Company Governance - The company has established a special voting rights arrangement, where the controlling shareholder holds 44.13% of the voting rights despite owning only 13.64% of the shares [2]. - The board meeting was conducted in compliance with relevant laws and regulations, ensuring its legality and effectiveness [4][24]. Group 2: Financial Data and Shareholder Matters - The company plans to increase its financing limit by up to 3 billion RMB, bringing the total financing limit to 8 billion RMB, which will be secured by its assets [8]. - The company has adjusted the grant price of its stock incentive plan from 27.005 RMB to 26.855 RMB due to a cash dividend distribution [11][38]. Group 3: Stock Incentive Plan - The company has approved the vesting of 465,203 shares for 9 eligible participants under its stock incentive plan, confirming that the vesting conditions have been met [44][62]. - The stock incentive plan includes performance-based criteria, with the company’s performance evaluated annually to determine the vesting of shares [49][50].

Core Viewpoint - The company has approved the repurchase and cancellation of 633,114 restricted shares that were granted but not unlocked, due to the resignation of 56 individuals and performance issues of 17 others [21][27][30]. Company Overview - The company is named "烽火通信科技股份有限公司" and is listed under the stock code 600498 [5]. - The company held its ninth board meeting on August 21, 2025, where all directors were present [2][6]. Financial Data - The repurchase price for the restricted shares is set at 11.74 yuan per share [26]. - The total number of shares to be repurchased and canceled is 633,114 [21][24]. Important Matters - The board and supervisory committee confirmed that the procedures for the repurchase and cancellation of shares comply with relevant regulations and internal policies [12][27]. - The company will apply for the cancellation of these shares with the relevant authorities within five days after the repurchase is completed [33]. Performance Assessment - Among the remaining 1,586 eligible incentive targets, 1,569 achieved scores of 90 or above, while 16 scored between 80 and 90, and 1 scored between 60 and 80 [22][28]. Legal Compliance - The company has obtained necessary approvals and fulfilled disclosure obligations regarding the repurchase of shares [30].

Core Viewpoint - The announcement details the lifting of restrictions on the second phase of the stock incentive plan for Zhejiang Fulai New Materials Co., Ltd, allowing 982,800 shares to be listed and traded starting from August 28, 2025 [1][18]. Group 1: Stock Incentive Plan Overview - The stock type being listed is equity incentive shares, with a total of 982,800 shares available for circulation [1]. - The stock listing date is set for August 28, 2025 [1]. - The incentive plan was approved through various resolutions, including the draft plan and management measures [2][3]. Group 2: Approval and Implementation Process - The second supervisory board meeting approved the incentive plan and confirmed that it benefits the company's sustainable development [2]. - The independent directors expressed their agreement with the incentive plan [4]. - The company conducted a self-examination regarding insider trading prior to the public disclosure of the incentive plan [3]. Group 3: Granting and Lifting of Restrictions - The first grant of restricted stock occurred on July 11, 2023, totaling 3.24 million shares for 32 individuals [4]. - The first lifting of restrictions was based on performance conditions, with 732,000 shares released [6]. - The second lifting of restrictions is contingent upon meeting specific performance targets, with 982,800 shares eligible for release [9][12]. Group 4: Performance Targets and Conditions - The performance targets for the incentive plan are set for the fiscal years 2023 to 2025, with specific revenue goals for the company and its subsidiaries [11][12]. - The company aims for a revenue of 25.41 billion yuan for 2024 and 32.32 billion yuan for 2025 [12][13]. - Individual performance assessments will also influence the lifting of restrictions on the shares [15]. Group 5: Changes in Share Capital Structure - Following the lifting of restrictions, the number of restricted shares will decrease from 2,861,600 to 1,878,800, while unrestricted shares will increase from 277,347,652 to 278,330,452 [17]. - The total share capital remains unchanged at 280,209,252 shares [17].

Core Viewpoint - The company has established a restrictive stock incentive plan for 2024 to ensure the effective implementation of its development strategy and operational goals, aiming to attract and retain talented management while promoting long-term growth [1][2]. Group 1: Assessment Objectives - The plan aims to enhance the corporate governance structure and operational mechanisms, ensuring alignment between the interests of shareholders, the company, and its management [1]. - It seeks to attract and retain outstanding management talent, fostering innovation and driving sustainable growth for the company [1]. Group 2: Assessment Principles - The principles include safeguarding shareholder interests, ensuring alignment of interests among shareholders, the company, and employees, and adhering to legal and regulatory standards [2]. Group 3: Assessment Management and Period - The assessment management will be conducted by designated bodies responsible for data authenticity, with the assessment period defined as the fiscal year preceding the vesting date of the incentive objects [2]. Group 4: Assessment Scope - The incentive plan targets three categories of individuals: directors, senior management, and core management personnel, excluding independent directors, supervisors, foreign employees, and major shareholders [2]. Group 5: Assessment Content and Indicator System - The assessment indicators are divided into company-level performance assessments and individual performance assessments, with the vesting of incentives dependent on both levels of evaluation [2][5]. Group 6: Company-Level Performance Assessment Requirements - The performance assessment period spans from 2024 to 2026, with specific growth rate targets set for net profit and revenue based on 2023 figures, including a minimum growth rate of 10% for the first assessment year [3][4]. Group 7: Individual Performance Assessment Requirements - Individual assessments will be based on existing compensation and evaluation regulations, with performance ratings determining the vesting proportion of the incentives [5]. Group 8: Assessment Procedures - The assessment process involves data provision by the finance department, performance target setting, and a structured review and appeal process for the assessment results [6]. Group 9: Assessment Result Management - Post-assessment, all records will be archived for ten years, ensuring confidentiality and integrity of the performance evaluation documentation [7].

Core Viewpoint - The company has adjusted the performance assessment criteria for the 2024 restricted stock incentive plan, ensuring compliance with relevant laws and regulations, and confirming that the adjustment does not harm the interests of the company and its shareholders, particularly minority shareholders [1][2]. Summary by Relevant Sections - The adjustment of the performance assessment for the 2024 restricted stock incentive plan aligns with the provisions of the Company Law, Securities Law, Management Measures, Listing Rules, and Self-Regulatory Guidelines [1]. - The Compensation and Assessment Committee unanimously agrees to submit the adjusted performance assessment matter to the company's board of directors for review [1].

Core Viewpoint - The company is adjusting its 2024 restricted stock incentive plan's performance assessment criteria to better align with the current market environment and operational realities, ensuring the plan remains effective in motivating key personnel and supporting long-term shareholder interests [4][6][11]. Group 1: Performance Assessment Adjustments - The company plans to revise the performance assessment targets for the 2025-2026 fiscal years, reflecting changes in the industry and operational conditions [9][11]. - The adjusted performance targets will include both net profit and revenue growth metrics, with specific growth rates set for each year [12][14]. - The new targets are designed to be challenging yet achievable, ensuring they align with the company's strategic goals and market conditions [8][11]. Group 2: Regulatory Compliance and Approval - The adjustments to the incentive plan have undergone necessary approvals and align with relevant laws and regulations, including the Company Law and Securities Law [4][15]. - The independent financial advisor has confirmed that the adjustments are fair and reasonable for shareholders, and the plan will require final approval from the company's shareholders [4][15]. - The company has conducted thorough reviews and consultations to ensure the integrity and transparency of the incentive plan adjustments [3][4].