南京聚隆: 江苏世纪同仁律师事务所关于南京聚隆2025年第二期限制性股票激励计划（草案）的法律意见书

Core Viewpoint - The legal opinion letter confirms that Nanjing Julong Technology Co., Ltd. is qualified to implement the 2025 Second Phase Restricted Stock Incentive Plan, which complies with relevant laws and regulations [1][5][21] Group 1: Company Qualifications - Nanjing Julong is a legally established and validly existing listed company, having been approved for its initial public offering by the China Securities Regulatory Commission in 2018 [5][6] - The company holds a valid business license and is not in any situation that would prevent it from implementing the incentive plan [5][6] Group 2: Compliance of the Incentive Plan - The incentive plan aligns with the provisions of the Management Measures, ensuring that the company meets the necessary conditions for implementing stock incentives [6][15] - The plan includes clear objectives and principles aimed at attracting and retaining talent while aligning the interests of shareholders, the company, and employees [6][7] Group 3: Incentive Objects and Distribution - The incentive objects include the company's directors, senior management, and core personnel, excluding independent directors and major shareholders [8][9] - A total of 785,000 shares will be granted, representing 0.71% of the company's total share capital, with 635,000 shares allocated for the first grant [9][10] Group 4: Implementation Procedures - The company has completed necessary procedures for the incentive plan, including board and supervisory committee resolutions [20][21] - The plan requires further procedures, such as public disclosure of the incentive objects and shareholder approval at the general meeting [20][21] Group 5: Impact on Company and Shareholders - The incentive plan is deemed not to harm the interests of the company and its shareholders, and there are no provisions for financial assistance to the incentive objects [21][21] - The plan's implementation is contingent upon approval by the shareholders' meeting through a special resolution [21]