Core Viewpoint - The legal opinion letter confirms the compliance and legality of Shanghai Medicilon Inc.'s 2025 Restricted Stock Incentive Plan, indicating that the company is qualified to implement this plan and has followed necessary legal procedures [2][20][24]. Group 1: Company Overview - Shanghai Medicilon Inc. is a legally established and validly existing joint-stock company listed on the Shanghai Stock Exchange, with its stock code being 688202 [5][6]. - The company specializes in the research and development of drugs for AIDS, cancer sensitizers, genetic engineering vaccines, and biopharmaceutical intermediates [5]. Group 2: Incentive Plan Details - The 2025 Restricted Stock Incentive Plan involves granting a total of 1 million shares, representing 0.74% of the company's total share capital of 13,435.2184 million shares [7][9]. - The plan includes an initial grant of 800,000 shares (0.60% of total share capital) and a reserved portion of 200,000 shares (0.15% of total share capital) [9][10]. Group 3: Eligibility and Compliance - The incentive plan targets 385 core employees, accounting for 16.39% of the total workforce of 2,349 employees as of December 31, 2024 [7][8]. - The plan's eligibility criteria ensure that no inappropriate candidates are included, adhering to regulations set by the China Securities Regulatory Commission [8][24]. Group 4: Granting and Vesting Conditions - The grant price for the restricted stock is set at 31.37 yuan per share, which is compliant with the higher of the average trading price prior to the plan's announcement [14][15]. - The vesting schedule stipulates that shares will vest in two phases, with the first 50% vesting after 12 months and the remaining 50% after 24 months, contingent on performance targets being met [12][18]. Group 5: Legal Procedures and Disclosure - The company has completed necessary legal procedures, including board and supervisory committee approvals, and is set to disclose relevant documents within two trading days [20][22]. - The company has committed not to provide financial assistance to incentive plan participants, ensuring compliance with regulatory requirements [24].

Core Points - The company, Shanghai Medicilon Inc., was established as a joint-stock company based on the net asset value of Shanghai Medicilon Biomedicine Co., Ltd. and registered in Shanghai [1][2] - The company was listed on the Shanghai Stock Exchange's Sci-Tech Innovation Board on November 5, 2019, after issuing 15.5 million shares [1][3] - The registered capital of the company is RMB 134.352184 million [2] Chapter Summaries Chapter 1: General Provisions - The purpose of the articles is to protect the legal rights of the company, shareholders, and creditors, and to regulate the company's organization and behavior [1] - The company is a permanent joint-stock company and all assets are divided into equal shares, with shareholders liable only to the extent of their subscribed shares [2] Chapter 2: Business Objectives and Scope - The company's business objective is to integrate and optimize resources to provide high-quality products and services, ensuring sustainable development and maximizing shareholder returns [3] - The business scope includes research and development of drugs for AIDS, cancer sensitizers, gene engineering vaccines, and biopharmaceutical intermediates [4] Chapter 3: Share Issuance - The company's shares are issued in the form of stocks, adhering to principles of openness, fairness, and justice [4] - The total number of shares issued by the company is 134.352184 million, all of which are ordinary shares [5] Chapter 4: Shareholders and Shareholders' Meeting - Shareholders have rights to dividends, participate in meetings, supervise the company, and request information [12] - The company must hold an annual shareholders' meeting within six months after the end of the previous fiscal year [44] - The company can only issue shares or reduce capital under specific legal procedures and with shareholder approval [22][23] Chapter 5: Shareholder Rights and Obligations - Shareholders must comply with laws and the articles of association, and they cannot withdraw their shares except in legally specified circumstances [38] - Shareholders holding more than 5% of voting shares must report any pledges of their shares [39] Chapter 6: Shareholders' Meeting Procedures - The shareholders' meeting is the company's authority, deciding on business policies, electing directors, and approving financial budgets [41] - The meeting must be convened with proper notice, and shareholders can participate in person or by proxy [60][61] Chapter 7: Voting and Resolutions - Resolutions can be ordinary or special, with ordinary resolutions requiring more than half of the voting rights and special resolutions requiring two-thirds [77][78] - The company must disclose voting results, especially for matters affecting minority investors [80]