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中顺洁柔: 广东金山石律师事务所关于中顺洁柔纸业股份有限公司第四期员工持股计划的法律意见书

Core Viewpoint - The legal opinion letter from Guangdong Jinshanshi Law Firm confirms the legality and compliance of the fourth employee stock ownership plan of Zhongshun Jierou Paper Co., Ltd, stating that the company has met all necessary legal requirements and procedures for implementation [1][9][14]. Group 1: Company Background - Zhongshun Jierou Paper Co., Ltd was established as a joint-stock company and is listed on the Shenzhen Stock Exchange under the stock code 002511, with a registered capital of 1,292.556 million yuan [6][9]. - The company operates in various sectors including paper product manufacturing, sales, and personal hygiene products [6]. Group 2: Employee Stock Ownership Plan (ESOP) Details - The total amount of funds to be raised through the ESOP is capped at 77.74 million yuan, with each unit priced at 1.00 yuan, allowing for a maximum of 77.74 million units to be subscribed [7][8]. - Participants in the ESOP include company directors (excluding independent directors), senior management, and other core employees, with the total number of participants not exceeding 150 [7][8]. Group 3: Legal Compliance and Procedures - The ESOP has undergone necessary internal review processes and has complied with relevant disclosure obligations, ensuring no insider trading or market manipulation occurs [7][9]. - The company has fulfilled the required legal procedures for the ESOP, including obtaining necessary approvals from the compensation and assessment committee [9][10]. Group 4: Information Disclosure - The company has disclosed relevant documents related to the ESOP, including the draft plan and management measures, in accordance with regulatory requirements [11][12]. - Ongoing information disclosure obligations will continue as the ESOP progresses [12]. Group 5: Voting and Conflict of Interest - The ESOP includes provisions for avoiding conflicts of interest, requiring related shareholders to abstain from voting on relevant proposals during shareholder meetings [10][14]. - The management committee will oversee the daily management of the ESOP, ensuring the rights of participants are protected [8][14]. Group 6: Conclusion - The legal opinion concludes that Zhongshun Jierou Paper Co., Ltd possesses the qualifications to implement the ESOP, which aligns with regulatory guidelines and has completed necessary legal procedures [14].