Core Viewpoint - The legal opinion from Beijing Zhonglun Law Firm confirms that Huabao Fragrance Co., Ltd. is qualified to implement its 2025 Restricted Stock Incentive Plan, which aims to attract and retain talent while aligning the interests of shareholders and the company's core team [2][16]. Group 1: Company Qualification - Huabao Fragrance Co., Ltd. is a legally established and effectively operating listed company, having been approved for its initial public offering by the China Securities Regulatory Commission (CSRC) and listed on the Shenzhen Stock Exchange in March 2018 [5][6]. - The company does not have any circumstances that would require termination of its listing qualifications or that would prevent it from implementing the incentive plan as per the relevant regulations [6][7]. Group 2: Incentive Plan Content - The draft of the incentive plan includes ten chapters covering definitions, objectives, management structure, criteria for selecting incentive recipients, specific content of the plan, and procedures for granting and vesting restricted stocks [7][8]. - The plan aims to establish a long-term incentive mechanism to motivate and retain key personnel, aligning their interests with those of the shareholders and the company [14]. Group 3: Implementation Procedures - The company has completed necessary procedures for the incentive plan, including drafting and submitting the plan for board approval [8][11]. - The plan is pending further procedures, including public disclosure and shareholder approval, which must be completed before implementation [11][12]. Group 4: Incentive Recipients - The incentive recipients primarily include directors, senior management, and key personnel of the company and its subsidiaries, excluding independent directors and significant shareholders [11][12]. - The plan includes provisions for foreign employees to be eligible as incentive recipients, with justifications provided in the draft [12]. Group 5: Information Disclosure - The company has fulfilled its current information disclosure obligations related to the incentive plan and will continue to comply with ongoing disclosure requirements as the plan is implemented [13][14]. Group 6: Financial Assistance - The company commits not to provide any financial assistance, including loans or guarantees, to incentive recipients for acquiring rights under the incentive plan, in compliance with relevant regulations [14][16]. Group 7: Impact on Company and Shareholders - The plan's content aligns with legal requirements and does not harm the interests of the company or its shareholders, ensuring compliance with applicable laws and regulations [14][15]. Group 8: Voting Procedures - Directors who are also incentive recipients have recused themselves from voting on the plan, adhering to regulatory requirements [15][16].
华宝股份: 北京市中伦律师事务所关于华宝香精股份有限公司2025年限制性股票激励计划的法律意见书