万安科技: 公司2025年员工持股计划的法律意见书

Core Viewpoint - The legal opinion letter from Shanghai Jintiancheng (Hangzhou) Law Firm confirms that Zhejiang Wan'an Technology Co., Ltd. is qualified to implement the 2025 Employee Stock Ownership Plan (ESOP) in compliance with relevant laws and regulations [1][5][8]. Group 1: Company Qualifications - Zhejiang Wan'an Technology Co., Ltd. is a legally established and effectively existing listed company, meeting the qualifications required to implement the ESOP as per the guidelines [6][12]. - The company has completed the necessary registration and has been publicly listed since June 8, 2011, with a total share capital of 51,905,247.77 shares [5][6]. Group 2: ESOP Legality and Compliance - The ESOP will involve company directors (excluding independent directors), supervisors, senior management, core management personnel, and key employees [7][9]. - The stock for the ESOP will be sourced from shares repurchased by the company, with a maximum of 800,000 shares, accounting for 0.15% of the total share capital [7][10]. - The funding for the ESOP will come from employees' legal salaries, self-raised funds, and other legally permitted methods, with no financial assistance provided by the company [7][12]. Group 3: ESOP Management and Governance - The ESOP will be managed internally, with the highest authority being the holders' meeting, which will elect a management committee to oversee the plan [8][10]. - The plan ensures that all participants voluntarily join and bear their own risks, aligning with the guidelines on voluntary participation and risk assumption [9][11]. Group 4: Legal Procedures and Disclosure - The company has fulfilled the necessary decision-making and approval procedures, including soliciting employee opinions and ensuring that related directors abstain from voting on relevant resolutions [12][13]. - The company will disclose relevant information regarding the ESOP on the designated information disclosure platform, complying with the required disclosure obligations [14][15]. Group 5: Avoidance of Conflicts and Relationships - The ESOP's design prevents any potential conflicts of interest between the plan participants and other shareholders, ensuring that no single participant can exert significant influence over the management committee [15][16]. - There are no agreements or arrangements indicating a concerted action relationship between the ESOP participants and the company's major shareholders or management [15][16].