洲明科技: 北京市康达律师事务所关于深圳市洲明科技股份有限公司第六期员工持股计划相关事项的法律意见书

Core Viewpoint - Shenzhen Zhouming Technology Co., Ltd. is implementing its sixth employee stock ownership plan, which has been legally reviewed and deemed compliant with relevant laws and regulations [2][3][15] Group 1: Company Qualifications - Zhouming Technology is a legally established and publicly listed company, having undergone a transformation from Shenzhen Zhouming Technology Co., Ltd. to Shenzhen Zhouming Technology Co., Ltd. on December 28, 2009, and its A-shares were listed on June 22, 2011 [5][15] - The company is currently in good standing and does not face any legal circumstances that would require its dissolution [5][15] Group 2: Legality and Compliance of the Employee Stock Ownership Plan - The employee stock ownership plan has been approved by the company's board of directors and supervisory board, ensuring compliance with the basic principles outlined in the relevant guidelines [6][12] - The plan adheres to the principles of voluntary participation, risk-bearing, and equal rights with other investors, as stipulated in the guidelines [6][7][10] - The funding sources for the plan include employees' legal salaries and self-raised funds, with a maximum of 30 million yuan allocated for this purpose [9][10] - The stock for the plan will be acquired through legally permitted means in the secondary market [10][15] Group 3: Approval Procedures - The company has completed necessary legal procedures for the implementation of the employee stock ownership plan, including obtaining consent from independent directors and the supervisory board [11][12] - The plan is pending approval from the shareholders' meeting, which will review the relevant proposals [13][15] Group 4: Important Considerations - Major shareholders and those holding more than 5% of the company's shares will not participate in the plan, ensuring no conflicts of interest [14][15] - Each phase of the employee stock ownership plan will have independent asset management institutions, maintaining operational independence from other plans [14][15]