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柳药集团: 广东华商律师事务所关于广西柳药集团股份有限公司2025年员工持股计划(草案)的法律意见书

Core Viewpoint - The legal opinion letter from Guangdong Huashang Law Firm confirms that Guangxi Liuyuan Group Co., Ltd. is qualified to implement its 2025 Employee Stock Ownership Plan (ESOP) and that the plan complies with relevant laws and regulations [1][6][20]. Group 1: Company Qualifications - Guangxi Liuyuan Group Co., Ltd. is a legally established and effectively existing joint-stock company listed on the Shanghai Stock Exchange, with no circumstances requiring termination under applicable laws and regulations [6][18]. - The company holds a valid business license issued by the Liuzhou Administrative Approval Bureau, confirming its operational legitimacy [6][18]. Group 2: Legality and Compliance of the ESOP - The ESOP adheres to the principles of legality, voluntary participation, and risk-bearing, ensuring no forced participation or financial assistance from the company to participants [8][13][19]. - The plan is designed for directors (excluding independent directors), senior management, and core personnel, with all participants required to sign labor or employment contracts during the plan's duration [9][10]. Group 3: Plan Details - The ESOP aims to hold no more than 1.77 million shares, approximately 0.45% of the company's total share capital as of August 28, 2025, with a cap of 10% on the total shares held by all effective employee stock ownership plans [10][19]. - The plan's duration can be extended under specific conditions, such as stock suspension or sensitive information periods, with management committee approval [10][11]. Group 4: Legal Procedures and Disclosure Obligations - The company has completed necessary legal procedures for the ESOP, including obtaining opinions from the remuneration and audit committees, and is set to present the plan for shareholder approval [18][19]. - The company is obligated to disclose relevant information regarding the ESOP following the board's approval, including the legal opinion letter and related documents [19][20].