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宁水集团: 北京市竞天公诚律师事务所上海分所关于宁波水表(集团)股份有限公司2024年员工持股计划部分股票回购注销相关事项的法律意见书

Core Viewpoint - The legal opinion letter issued by Beijing Jingtian Gongcheng Law Firm Shanghai Branch confirms the compliance of Ningbo Water Meter (Group) Co., Ltd.'s stock repurchase and cancellation related to the 2024 employee stock ownership plan with relevant laws and regulations [1][9]. Group 1: Employee Stock Ownership Plan - The company is repurchasing and canceling part of the stock related to the 2024 employee stock ownership plan due to the failure to meet performance assessment targets for the first unlocking period [6][9]. - The first unlocking period is set to occur 12 months after the last transfer of the target stocks to the employee stock ownership plan, with a performance growth target of at least 8% for 2024 [7]. - The second unlocking period will occur 24 months after the last transfer, with a performance growth target of at least 13% for 2025 [7]. Group 2: Repurchase Details - The company plans to repurchase 1,737,250 shares at a price of 6.80 yuan per share, which corresponds to the original investment amount plus interest [5][8]. - Following the repurchase, the total share capital is expected to decrease from 201,699,184 shares to 199,961,934 shares [8]. - The repurchase and cancellation process has been approved by the necessary internal procedures and is awaiting shareholder meeting approval [6][9]. Group 3: Legal Compliance - The legal opinion confirms that the repurchase and cancellation of shares do not harm the interests of the company or its shareholders and comply with the Company Law, Securities Law, and relevant self-regulatory guidelines [9][11]. - The company is required to complete the necessary registration and capital reduction procedures following the approval from the shareholders' meeting [12].