Legal Opinion
I. Approval and Authorization for Vesting, Buyback and Cancellation, and Adjustment
- On April 21, 2025, the Fifth Board of Directors meeting of the Company passed resolutions on the "Proposal on the Draft of the 2025 Restricted Stock Incentive Plan (Draft)" and related matters. The Remuneration and Compensation Committee confirmed that the plan complies with relevant laws and regulations.
On May 13, 2025, the Company's 2024 Annual General Meeting approved the "2025 Restricted Stock Incentive Plan (Draft)" and related management measures.
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On June 25, 2025, the seventeenth meeting of the Fifth Board of Directors approved adjustments to the incentive plan. Due to a dividend distribution, the grant price was adjusted from RMB 4.79 to RMB 4.67 per share. Additionally, the total number of granted shares was adjusted from 5.875 million to 5.645 million, with the number of recipients reduced from 120 to 115.
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On April 17, 2026, the second meeting of the Sixth Board of Directors approved the buyback and cancellation of certain unvested restricted shares and the grant of reserved shares. The company agreed to repurchase 130,000 restricted shares from 3 departing employees.
On May 12, 2026, the Company's 2025 Annual General Meeting approved the buyback and cancellation of these shares.
- On August 7, 2026, the third meeting of the Sixth Board of Directors confirmed that the first vesting conditions for the first grant of the 2025 Restricted Stock Incentive Plan were partially met. The board approved the buyback and cancellation of 449,606 unvested restricted shares from employees who did not meet performance criteria, and adjusted the repurchase price for unvested shares to RMB 4.55 per share.
The Company requires shareholder approval for the buyback and cancellation and must fulfill information disclosure obligations.
II. Matters Related to Vesting
(I) Vesting Time Arrangement
According to the "Incentive Plan (Draft)," the first vesting period for the initial grant is from 12 months after the grant registration date to the last trading day before 24 months after the grant registration date. 35% of the granted equity can be vested during this period.
The initial grant date was June 25, 2025, and the listing date was July 9, 2025. Therefore, the first vesting period for the initial grant of restricted shares began on July 10, 2026.
(II) Explanation of Vesting Condition Achievement
Based on the "Incentive Plan (Draft)," the "Audit Report" by Tianjian Certified Public Accountants, company announcements, and written confirmations, the vesting conditions are as follows: