雷赛智能: 广东华商律师事务所关于雷赛智能2025年员工持股计划（草案）的法律意见书

Core Viewpoint - The legal opinion letter confirms that Shenzhen Laisai Intelligent Control Co., Ltd. is qualified to implement the 2025 employee stock ownership plan, adhering to relevant laws and regulations [5][6][13]. Group 1: Company Overview - Shenzhen Laisai Intelligent Control Co., Ltd. was established on July 6, 2011, and is a publicly listed company with a registered capital of 306.6472 million RMB [5]. - The company received approval from the China Securities Regulatory Commission for its initial public offering, allowing it to issue up to 52 million new shares [5]. Group 2: Employee Stock Ownership Plan (ESOP) Compliance - The 2025 employee stock ownership plan has been reviewed and confirmed to comply with the relevant laws, including the Company Law and Securities Law [6][13]. - The plan allows voluntary participation from employees, ensuring no forced allocation or distribution [7]. - Employees participating in the plan will bear their own risks and profits, maintaining equal rights with other investors [7]. Group 3: Plan Structure and Management - The plan targets middle management, technical backbone personnel, and key personnel, with an initial participant cap of 292 individuals [8]. - Funding for the plan will come from employees' legal salaries and other permitted sources, with no financial assistance from the company [8]. - The stock for the plan will be sourced from the company's repurchased shares, ensuring compliance with regulatory requirements [8]. Group 4: Legal Procedures and Information Disclosure - The company has completed necessary internal procedures for the plan, including employee consultations and board approvals [13][15]. - The plan requires further approval from the shareholders' meeting, which must be announced in advance [15]. - The company has fulfilled its initial information disclosure obligations regarding the plan, with ongoing requirements as the plan progresses [17]. Group 5: Conclusion - The legal opinion concludes that the company is qualified to implement the employee stock ownership plan, which aligns with regulatory standards and does not pose conflicts of interest with major stakeholders [17].