北京市时代九和律师事务所 关于新疆百花村医药集团股份有限公司 注销部分股票期权的 法 律 意 见 书 中国·北京 二〇二五年·八月 地址： 北京市东城区东长安街 1 号东方广场 W2 座 6 层 601 室（100738） 电话：010-56162288 传真：010-58116199 北京市时代九和律师事务所 司法》"）、《中华人民共和国证券法》（以下简称"《证券法》"）、《上市 公司股权激励管理办法》（以下简称"《管理办法》"）等法律、法规、规范性 文件的规定及《新疆百花村医药集团股份有限公司章程》（以下简称"《公司章 程》"）、《新疆百花村股份有限公司 2021 年股票期权激励计划（草案）》（以 下简称"《激励计划（草案）》"）的规定，就公司 2021 年股票期权激励计划 注销部分股票期权（以下简称"本次注销"）事宜出具本法律意见书。 为出具本法律意见书之目的，本所律师审查了与本次注销相关的文件及资料， 并依据本法律意见书出具日为止的中国现行有效的法律、法规和规范性文件，以 及对本次注销所涉及的有关事实的了解发表法律意见。 第一部分 声 明 以及中国现有法律法规、规范性文件，并基于本所律师对该等法律、法 ...

Core Viewpoint - The company announced the cancellation of stock options from its 2021 stock option incentive plan due to certain employees not meeting the exercise conditions, resulting in a reduction of the number of incentive recipients and the total number of stock options available for exercise [2][5][6]. Group 1: Stock Option Cancellation - The company held meetings to approve the cancellation of stock options that were not exercised by employees who did not meet the required conditions [2][5]. - A total of 1,207,650 stock options were canceled from the initial grant, reducing the number of recipients from 162 to 149 and the total unexercised options from 12,100,000 to 10,892,350 [5][6]. - The final cancellation involved 74,040 stock options, concluding the 2021 stock option incentive plan [6][7]. Group 2: Compliance and Approval - The cancellation process followed the relevant regulations outlined in the stock option management guidelines and the company's incentive plan [6][7]. - The supervisory board confirmed that the cancellation procedures complied with regulations and did not harm the interests of the company, employees, or shareholders [7][8]. - Legal opinions indicated that the necessary approvals for the cancellation had been obtained, and the company must fulfill its disclosure obligations [7][8].

Core Viewpoint - The announcement details the stock option exercise plan of Xinjiang Baihua Village Pharmaceutical Group Co., Ltd., highlighting the completion of the third exercise period and the second reserved grant period, with a total of 253,760 shares exercised, representing 10.02% of the total exercisable stock options [2][10]. Summary by Sections Stock Option Exercise Details - From July 1, 2025, to July 31, 2025, a total of 253,760 shares were exercised, with cumulative exercises reaching 2,459,205 shares, accounting for 97.08% of the total exercisable stock options [2][10]. - The stock options will be listed for trading on the second trading day after the exercise date [2]. Decision-Making Process and Disclosure - The decision-making process involved several proposals regarding the stock option incentive plan, which were approved by the board and independent directors [3][4]. - The supervisory board did not receive any objections during the public notice period regarding the incentive plan [3]. Stock Option Cancellation - A total of 1,207,650 stock options were canceled due to non-fulfillment of exercise conditions, reducing the number of incentive recipients from 162 to 149 [5]. - The total number of unexercised stock options was adjusted from 12,100,000 to 10,892,350 after the cancellation [5]. Exercise Conditions and Results - The first exercise period conditions were deemed fulfilled, allowing 176 individuals to exercise a total of 3,937,175 stock options at a price of 4.98 yuan per share [6]. - The third exercise period and the second reserved grant period conditions were also confirmed as fulfilled, allowing 149 individuals to exercise a total of 2,533,245 stock options at the same price [7][8]. Financial Impact and Fundraising - The company raised 1,263,724.80 yuan from the exercise of 253,760 shares, with total funds raised from the stock option plan amounting to 46,878,134.40 yuan, used to supplement working capital [10]. - The total number of shares increased from 384,293,875 to 384,547,635, but this change did not significantly impact the company's financial status or operating results [10].

Group 1 - The company plans to distribute a cash dividend of RMB 0.02 per share (including tax) based on the total share capital on the record date for the profit distribution [3][4][5] - The total amount of cash dividends to be distributed is estimated to be RMB 20,433,607.06 (including tax), which represents 33.89% of the net profit attributable to shareholders for the corresponding period [4][5][6] - The profit distribution plan is subject to approval by the company's shareholders' meeting [5][6] Group 2 - The company held a board meeting on August 20, 2025, where the cash dividend proposal was approved, aligning with the company's profit distribution policy and shareholder return plan [6][8] - The audit committee of the board also approved the cash dividend proposal, stating it complies with relevant regulations and reflects the company's commitment to reasonable returns for investors [8][9] - Independent directors expressed that the profit distribution plan aligns with the company's long-term development needs and does not harm the interests of shareholders, especially minority shareholders [9] Group 3 - The company has issued a report on the use of raised funds, detailing the actual amount raised and its allocation [31][32] - The total amount raised from the issuance of convertible bonds was RMB 510 million, with a net amount of RMB 501.73 million after deducting fees [31][32] - As of June 30, 2025, the company has utilized RMB 442.50 million of the raised funds, with a remaining balance of RMB 68.83 million [33][34] Group 4 - The company has established a special account for the management of raised funds, ensuring compliance with relevant regulations [34][36] - The company signed a tripartite supervision agreement with banks to manage the raised funds, ensuring proper oversight [36][37] - The company has not used idle raised funds for temporary working capital, maintaining the integrity of the investment projects [46][49] Group 5 - The company plans to increase its wholly-owned subsidiary, Xuanhan Zhengyuan Microfiber Co., Ltd., by converting debt into equity, amounting to RMB 20.99 million [60][61] - This investment is part of the company's ongoing project to produce high-performance ultra-fine glass fiber, which has already reached its intended operational state [60][61] - The board has approved this investment, which does not require shareholder approval as it falls within the board's authority [61][62]

本激励计划拟授予的激励对象总人数为715人，包括公司公告本激励计划时在公司(含全资及控股子公 司，下同)任职的中层管理人员、核心骨干(技术/业务)人员。 本激励计划有效期自股票期权授予登记完成之日至激励对象获授的股票期权全部行权或注销之日止，最 长不超过48个月。 格隆汇8月19日丨大洋电机(002249.SZ)公布2025年股票期权激励计划(草案)，本激励计划拟向激励对象 授予的股票期权数量为1,560万份，约占本激励计划草案公告时公司股本总额2,442,421,982股的0.64%。 本次授予为一次性授予，无预留权益。本激励计划授予的股票期权的行权价格为6.12元/股。 ...

Core Viewpoint - The company announced the cancellation of unexercised stock options from the first exercise period of the 2023 stock option incentive plan, which has now expired, affecting a total of 16,617,396 stock options [4][6]. Summary by Sections 1. Approval Procedures and Plan Overview - The 2023 stock option incentive plan was approved by the board and relevant committees, with independent opinions provided by independent directors and legal opinions from Zhejiang Tianche Law Firm [1][2]. 2. Stock Option Grant and Conditions - The stock options were granted on May 29, 2023, with a total of 59 million options registered under the code 037368, and the exercise price set at 21.23 yuan per share [3][4]. 3. Cancellation of Stock Options - Due to 25 incentive targets leaving the company, 9,998,300 stock options were canceled. Additionally, 77 eligible incentive targets were allowed to exercise a total of 24,500,500 stock options [4][5]. 4. Impact of Cancellation - The cancellation of the stock options will not materially affect the company's financial status or operational results, nor will it impact the implementation of the 2024 equity incentive plan [6]. 5. Committee Opinions - The board's remuneration and assessment committee confirmed that the cancellation complies with relevant regulations and does not harm the interests of the company or its shareholders [6]. 6. Legal Opinions - Legal opinions confirmed that the company has fulfilled necessary approvals and disclosures regarding the cancellation of stock options, in accordance with applicable regulations [6].

Group 1 - The board meeting of Shandong Weiming Bio-Pharmaceutical Co., Ltd. was held on August 19, 2025, with all 11 directors participating [1] - The board approved the 2025 semi-annual report in full and summary, which was previously reviewed by the audit committee [2] - The board confirmed that there were no violations regarding the occupation of non-operating funds by controlling shareholders or related parties in the first half of 2025 [2][3] Group 2 - The board approved the cancellation of 16,617,396 stock options from the 2023 stock option incentive plan that were not exercised by 68 incentive objects by May 29, 2025 [2][3] - The cancellation of the stock options was within the authorization range granted by the company's first extraordinary general meeting in 2023 and did not require further shareholder approval [2][3]

Core Viewpoint - The legal opinion letter from Zhejiang Tiance (Shenzhen) Law Firm confirms that Shandong Weiming Bio-Pharmaceutical Co., Ltd. has complied with relevant laws and regulations regarding the cancellation of certain stock options under its 2023 stock option incentive plan [1][9]. Group 1: Implementation of the Incentive Plan - The company has implemented the 2023 stock option incentive plan and has obtained necessary approvals from the board and independent directors [3][4]. - The supervisory board has verified that the individuals included in the incentive plan meet the qualifications as per the Company Law and relevant regulations [6][7]. Group 2: Approval and Authorization for Cancellation - The company has conducted necessary meetings to approve the cancellation of stock options that were not exercised during the first exercise period [7][8]. - The first exercise period for the stock options is set from May 30, 2024, to May 29, 2025, with a total of 16,617,396 stock options remaining unexercised by the end of this period [8][9]. Group 3: Compliance with Regulations - The cancellation of stock options is in accordance with the provisions of the Management Measures and the draft incentive plan [8][9]. - The company is required to fulfill its information disclosure obligations and complete related procedures following the cancellation [9].

Core Viewpoint - The company has publicly disclosed the names and positions of the incentive recipients for the 2024 stock option incentive plan, ensuring compliance with relevant regulations and confirming the legitimacy of the recipients [1][5]. Disclosure Details - Public disclosure content includes the names and positions of the incentive recipients for the 2024 stock option incentive plan [2] - Public disclosure period is from August 6, 2025, to August 15, 2025 [2] - The disclosure was made on the company's internal website, and no objections were raised during the public notice period [2] Verification Process - The company's Compensation and Assessment Committee verified the list of incentive recipients, including their identification documents, employment contracts, positions held, and appointment documents [3] Verification Opinions - The committee confirmed that the basic information of the incentive recipients is accurate, with no falsehoods or significant omissions [4] - All recipients are formal employees of the company or its subsidiaries, excluding directors, independent directors, senior management, and major shareholders [4] - The committee found no disqualifying circumstances for the recipients in the past 12 months, ensuring compliance with relevant laws and regulations [4] Conclusion - The Compensation and Assessment Committee concluded that the public disclosure process for the incentive recipients is legal and compliant, and the recipients meet all necessary conditions as per the relevant laws and regulations [5]

Core Viewpoint - The company, Jingbeifang Information Technology Co., Ltd., has released its 2025 semi-annual report, highlighting its financial performance and future development plans, with no significant changes in major shareholder structure or major events during the reporting period [1][5][6]. Company Basic Information - The company did not require retrospective adjustments or restatements of previous accounting data [4]. - There were no changes in the controlling shareholder or actual controller during the reporting period [5]. Financial Data and Indicators - The company reported a total fundraising amount of RMB 925.52 million from its initial public offering, with a net amount of RMB 865.55 million after deducting issuance costs [25]. - The company has a total of 4,017 million shares issued at a price of RMB 23.04 per share [25]. Board Meeting Resolutions - The board approved the semi-annual report and its summary, as well as the special report on the use of raised funds [6][8]. - The board authorized the chairman to approve loans up to RMB 800 million [41]. Asset Impairment Provision - The company has recognized an asset impairment provision of RMB 41.90 million for the first half of 2025, including provisions for inventory, contract assets, and accounts receivable [62][65][66].