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源飞宠物: 北京植德律师事务所关于温州源飞宠物玩具制品股份有限公司2025年限制性股票激励计划的法律意见书

Core Viewpoint - The legal opinion letter from Merits & Tree Law Offices confirms the legality and compliance of Wenzhou Yuanfei Pet Toy Co., Ltd.'s 2025 restricted stock incentive plan, which aims to attract and retain talent while aligning the interests of shareholders, the company, and key personnel [1][2][4]. Group 1: Company Overview - Wenzhou Yuanfei Pet Toy Co., Ltd. is a legally established and validly existing listed company, with a registered capital of 190.89 million RMB and a business scope that includes the production and sale of pet toys and related products [4][5]. - The company has been publicly listed on the Shenzhen Stock Exchange since August 18, 2022, with a total of 34.1 million shares issued [5]. Group 2: Incentive Plan Details - The 2025 restricted stock incentive plan aims to establish a long-term incentive mechanism to motivate senior management, middle management, and core technical personnel, ensuring alignment of interests among all parties [6][7]. - The plan involves granting up to 2.50954 million shares of restricted stock, accounting for 1.31% of the company's total share capital of 190.89 million shares [10][11]. Group 3: Eligibility and Conditions - The incentive plan targets 62 individuals, including senior management and core technical personnel, excluding independent directors and major shareholders [7][8]. - The granting of restricted stock is contingent upon the fulfillment of specific performance conditions and compliance with legal regulations [24][25]. Group 4: Granting and Vesting Conditions - The initial grant price for the restricted stock is set at 9.63 RMB per share, which is compliant with the relevant regulations [21][22]. - The vesting schedule includes a 12-month, 24-month, and 36-month period for the initial grant, with specific performance targets set for each year [19][28]. Group 5: Legal Compliance and Procedures - The legal opinion confirms that the incentive plan has undergone necessary legal procedures, including board and shareholder approvals, and is in compliance with the Company Law, Securities Law, and relevant regulations [31][30]. - The plan includes provisions for adjustments in case of corporate actions such as stock splits or dividends, ensuring that the incentive structure remains intact [29][30].