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开立医疗: 北京市中伦(深圳)律师事务所关于公司2025年员工持股计划(草案)的法律意见书

Group 1 - The core opinion of the legal opinion letter is that the employee stock ownership plan (ESOP) proposed by Shenzhen Kaili Biomedical Technology Co., Ltd. complies with relevant laws and regulations, including the Company Law and Securities Law [2][11][16] - The company has fulfilled the necessary legal procedures for implementing the ESOP, including soliciting employee opinions and obtaining board and supervisory board approvals [12][13][15] - The ESOP is designed to allow employees, including core management, to voluntarily participate, ensuring compliance with the principle of voluntary participation [5][14] Group 2 - The ESOP will be funded through employees' legal salaries, self-raised funds, and other legally permitted means, without the company providing financial assistance or guarantees [5][6] - The total number of shares allocated under the ESOP will not exceed 500,000 shares, representing 0.12% of the company's total equity, with a total funding amount not exceeding 7.965 million yuan [6][8] - The ESOP has a duration of 60 months and a lock-up period of 48 months, with shares vesting in four equal installments [7][8] Group 3 - The management committee will oversee the ESOP, ensuring the protection of participants' rights and compliance with market trading rules [10][11] - The ESOP will not allow forced participation and will adhere to the principle of self-determination for employees [14][15] - The company is required to continuously disclose information regarding the progress of the ESOP in accordance with regulatory requirements [16]