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中望软件: 北京市中伦(广州)律师事务所关于广州中望龙腾软件股份有限公司2025年限制性股票激励计划的法律意见书

Core Viewpoint - The legal opinion letter confirms that Guangzhou ZWSoft Software Co., Ltd. is eligible to implement the 2025 Restricted Stock Incentive Plan, which aims to attract and retain talent while aligning the interests of shareholders, the company, and core team members [6][21][22]. Group 1: Company Overview - Guangzhou ZWSoft Software Co., Ltd. was established on November 30, 2006, and is a publicly listed company on the Shanghai Stock Exchange with stock code 688083 [6][7]. - The company has a registered capital of 1,213.03799 million RMB and is currently in operation [7]. Group 2: Incentive Plan Details - The 2025 Restricted Stock Incentive Plan includes provisions for the purpose, principles, management structure, and eligibility criteria for participants [9][11]. - The plan aims to establish a long-term incentive mechanism to motivate the core team and ensure the company's strategic goals are met [9][21]. - A total of 510,080 restricted stocks will be granted, accounting for approximately 0.30% of the company's total share capital [11][12]. Group 3: Eligibility and Distribution - The incentive plan targets 231 individuals, including directors, senior management, core technical personnel, and key employees, excluding independent directors and major shareholders [10][11]. - The distribution of restricted stocks among participants is detailed, with specific allocations for key personnel [12]. Group 4: Legal Compliance - The legal opinion confirms that the incentive plan complies with relevant laws, including the Company Law and Securities Law, as well as the regulations set forth by the China Securities Regulatory Commission [3][22]. - The plan has undergone necessary approvals and is in line with the disclosure requirements [20][22]. Group 5: Impact on Stakeholders - The plan is designed to enhance the company's long-term development and does not harm the interests of the company or its shareholders [21][22]. - The board's remuneration and assessment committee supports the plan, indicating its potential benefits for the company's sustainability [21].