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天融信: 北京金诚同达律师事务所关于公司〝奋斗者〞第二期员工持股计划的法律意见书

Core Viewpoint - The legal opinion letter from Beijing Jincheng Tongda Law Firm confirms that Tianrongxin Technology Group Co., Ltd. is qualified to implement the "Striver" Phase II Employee Stock Ownership Plan (ESOP) in compliance with relevant laws and regulations [2][5][8] Group 1: Company Qualification - Tianrongxin is a legally established and listed joint-stock company on the Shenzhen Stock Exchange, with a registered capital of 1,179,453,879 RMB [2][4] - The company has been in continuous operation since its establishment on August 30, 1985, and holds a valid business license [2][4] Group 2: Legality and Compliance of the ESOP - The ESOP has been developed in accordance with the "Guiding Opinions" and has undergone necessary legal procedures, including proper information disclosure [3][5][8] - Participation in the ESOP is voluntary, with no forced allocation of shares to employees, adhering to the principle of voluntary participation [3][5] - The plan allows participants to bear their own risks and ensures equal rights with other investors [3][5] Group 3: ESOP Structure and Management - The ESOP will involve a maximum of 1,625,090.7 shares, accounting for 1.3778% of the company's total share capital, and will not exceed 10% of the total share capital after implementation [4][5] - The management structure includes a holder meeting and a management committee to oversee daily operations and represent shareholders' rights [4][5] Group 4: Legal Procedures and Shareholder Meeting - The company has completed necessary procedures, including obtaining employee feedback and ensuring compliance with the "Guiding Opinions" [5][6] - The ESOP requires approval from the shareholders' meeting, with related parties required to abstain from voting [6][8] Group 5: Information Disclosure - The company is obligated to disclose relevant documents and decisions made during the board and supervisory meetings regarding the ESOP [8][9] - Ongoing compliance with information disclosure obligations will continue as the ESOP progresses [8][9]