山鹰国际: 浙江天册律师事务所关于山鹰国际控股股份公司2025年员工持股计划的法律意见书

Core Viewpoint - The legal opinion issued by Zhejiang Tian Ce Law Firm confirms that Shanying International Holdings Co., Ltd. is qualified to implement its 2025 Employee Stock Ownership Plan (ESOP) in compliance with relevant laws and regulations [1][12]. Group 1: Company Qualification - Shanying International is a legally established joint-stock company under Chinese law, with its shares listed on the Shanghai Stock Exchange [2][4]. - The company holds a valid business license issued by the Market Supervision Administration of Ma'anshan City, with a registered capital of 4,470,565,176.00 yuan [2][4]. Group 2: Legality and Compliance of the ESOP - The law firm conducted a thorough review of the ESOP and confirmed that it adheres to the "Guiding Opinions" issued by the China Securities Regulatory Commission [5][12]. - The ESOP is based on voluntary participation, with no forced allocation of shares to employees, aligning with the principle of voluntary participation [5][12]. - The plan ensures that employees bear their own risks and that their rights are equal to other investors, complying with the risk-bearing principle [5][12]. Group 3: Legal Procedures for the ESOP - Shanying International has followed necessary legal procedures, including holding a staff representative meeting and board meeting to approve the ESOP draft [10][11]. - The company has disclosed relevant resolutions and opinions on designated information disclosure websites, fulfilling its information disclosure obligations [11][12]. Group 4: Information Disclosure - The company has announced the resolutions from the staff representative meeting, board meeting, and the ESOP draft on the designated information disclosure website, meeting the required disclosure obligations [12].