越秀资本: 北京市中伦律师事务所关于公司核心人员持股计划的法律意见书

Core Opinion - The legal opinion letter confirms the legality and compliance of the core personnel stock ownership plan proposed by Guangzhou Yuexiu Capital Holdings Group Co., Ltd for the year 2025 [2][11][22] Company Qualification - Guangzhou Yuexiu Capital holds a valid business license issued by the Guangzhou Market Supervision Administration, with a registered capital of 5,017.132462 million RMB [4] - The company is legally established and has not encountered any circumstances that would necessitate its termination under relevant laws and regulations [4] Legality and Compliance of the Plan - The core personnel stock ownership plan has undergone necessary internal review procedures and has been disclosed accurately and timely, adhering to the principles of legality and compliance [5][6] - Participation in the plan is voluntary, with no coercion or forced distribution of shares to employees [6] - The plan includes up to 57 key personnel, including 4 directors and senior management, ensuring compliance with participation criteria [6][9] Legal Procedures - The company has conducted a staff representative meeting on February 18, 2025, to gather employee opinions regarding the plan [11][12] - The board of directors and the supervisory board have approved the plan in their respective meetings, ensuring that related directors abstained from voting [12][15] Information Disclosure - The company has fulfilled its information disclosure obligations regarding the plan, including the draft and summary of the plan and supervisory board resolutions [14][22] Voting Arrangements - The plan includes provisions for related directors and senior management to abstain from voting on relevant resolutions at the shareholders' meeting [15][20] Financing Participation - The plan outlines that during future financing activities, the management committee will discuss participation and funding solutions, requiring a two-thirds majority approval from plan participants [17][22] Relationship with Major Shareholders - The plan confirms that there are no agreements or arrangements for concerted action between the plan participants and the company's major shareholders or management [20][21]