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].

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