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凯格精机: 北京市通商(深圳)律师事务所关于东莞市凯格精机股份有限公司2025年限制性股票激励计划(草案)的法律意见书

Core Viewpoint - Dongguan Kaige Precision Machinery Co., Ltd. is implementing a 2025 restricted stock incentive plan to enhance the motivation and creativity of senior management and core technical personnel, thereby improving the company's competitiveness and aligning the interests of shareholders, the company, and the core team [21][26]. Group 1: Company Overview - Dongguan Kaige Precision Machinery Co., Ltd. was established on May 8, 2005, and its stock has been listed on the Shenzhen Stock Exchange since August 16, 2022, with the stock code 301338 [5][6]. Group 2: Incentive Plan Details - The incentive plan involves granting 586,500 restricted stocks, accounting for approximately 0.55% of the company's total share capital of 10,640,000 shares [12]. - The grant price for the restricted stocks is set at 33.19 RMB per share, which is above the higher of the stock's face value or 50% of the average trading price over the previous 120 trading days [15][16]. - The plan's effective period is from the grant date until all granted stocks are vested or become invalid, with a maximum duration of 60 months [13][14]. Group 3: Eligibility and Compliance - The incentive plan targets 69 individuals, including senior management and core technical personnel, representing 6.07% of the total workforce of 1,137 employees [10][24]. - The plan complies with relevant laws and regulations, ensuring that no individuals with disqualifying conditions are included as incentive recipients [10][25]. Group 4: Performance Assessment - The performance assessment for the incentive plan includes company-level targets, with specific net profit thresholds set for the first and second vesting periods [18][19]. - If the company fails to meet the performance targets, the corresponding restricted stocks will not vest and will be rendered invalid [19][20]. Group 5: Legal and Procedural Compliance - The company has fulfilled necessary legal procedures and obtained required approvals for the implementation of the incentive plan, which will be subject to further shareholder approval [22][24]. - The plan has been disclosed in accordance with regulatory requirements, ensuring transparency and compliance with the management measures [25].