北京市朝阳区建外大街丁 12 号英皇集团中心 8、9、11 层 电话/Tel.:010-50867666 传真/Fax:010-56916450 网址/Website:www.kangdalawyers.com 北京 西安 深圳 海口 上海 广州 杭州 沈阳 南京 天津 菏泽 成都 苏州 呼和浩特 香港 武汉 郑州 长沙 厦门 重庆 合肥 宁波 济南 昆明 南昌 北京市康达律师事务所 之 法律意见书 康达法意字【2025】第 0425 号 二〇二五年八月 法律意见书 北京市康达律师事务所 关于 关于 牧原食品股份有限公司 牧原食品股份有限公司 之 法律意见书 康达法意字【2025】第 0425 号 致：牧原食品股份有限公司 北京市康达律师事务所（以下简称为"本所"）接受牧原食品股份有限公司（以 下简称"公司"或"牧原股份"）的委托，担任牧原股份 2025 年经营者持股计划（以 下简称"员工持股计划"或"本次经营者持股计划"）的法律顾问，根据《中华人民 共和国公司法》（以下简称"《公司法》"）、《中华人民共和国证券法》（以下 简称"《证券法》"）、中国证券监督管理委员会《关于上市公司实施员工持股计 划试点的指导 ...

Core Viewpoint - The company has established an employee stock ownership plan (ESOP) aimed at enhancing governance, attracting and retaining key personnel, and aligning the interests of management with shareholders [1][2][3] Group 1: Purpose and Principles of the Plan - The ESOP aims to improve governance, attract and retain key personnel, and create a profit-sharing mechanism [1] - The plan adheres to principles of legality, voluntary participation, long-term service, shared interests, and risk-bearing by participants [2][3] Group 2: Participants and Stock Acquisition - All employees with a labor relationship with the company or its subsidiaries can voluntarily participate in the plan, excluding certain major shareholders and executives [4][5] - The stock for the plan will be sourced from shares repurchased by the company, with a maximum of 23.49852 million shares available for transfer [3][4] Group 3: Financial Aspects and Funding Sources - The purchase price for the stock under the plan is set at 25.04 yuan per share, with adjustments for any corporate actions like dividends [3][4] - Funding for the plan will come from employees' legal salaries and self-raised funds, with no financial assistance provided by the company [4][5] Group 4: Lock-up Period and Performance Assessment - The plan includes a lock-up period of 12, 24, and 36 months, with specific percentages of stock being unlocked based on performance assessments [6][7] - Performance indicators for unlocking shares are based on revenue growth targets for the years 2025 to 2027, with specific percentage thresholds set for each year [7][9] Group 5: Management and Governance - A management committee elected by the participants will oversee the plan, ensuring compliance with regulations and managing daily operations [10][11] - The plan allows for participant meetings to discuss and vote on significant decisions, with a requirement for a majority to approve changes [12][13] Group 6: Rights and Obligations of Participants - Participants have equal rights based on their contributions and must adhere to the plan's regulations and decisions made by the management committee [12][13] - Participants are responsible for any taxes incurred from their participation in the plan [25][26]

Core Points - The company has established an employee stock ownership plan to incentivize and retain key management personnel, aligning their interests with those of shareholders [1][2][3] - The plan emphasizes voluntary participation, long-term service, and risk-sharing among participants [2][3][4] - The stock for the plan will be sourced from shares repurchased by the company, with a total of 9.613031 million shares allocated for this purpose [3][5] Summary by Sections Purpose of the Plan - The plan aims to create a profit-sharing mechanism that encourages long-term stability and development of the company [1][2] Basic Principles - The plan adheres to legal compliance, voluntary participation, long-term service, shared interests, and risk-bearing principles [2][4] Participants and Standards - Participants include up to 219 key personnel, excluding independent directors and major shareholders, who will voluntarily join the plan [4][5] Source of Shares - Shares for the plan will come from the company's repurchased stock, with a total of 41.8701 million shares repurchased at an average price of 47.76 yuan per share [3][5] Funding Sources - Participants will fund their stock purchases through their legal salaries and self-raised funds, without any financial assistance from the company [4][6] Duration and Lock-up Period - The plan includes a lock-up period of 12, 24, and 36 months, with specific percentages of shares released based on performance assessments [7][8] Performance Assessment - The plan sets performance targets based on revenue growth, with specific benchmarks for the years 2025 to 2027 [11][12] Management and Rights - A management committee elected by participants will oversee the plan, ensuring compliance and managing assets [13][15] - Participants have equal rights and obligations, including the right to vote in meetings and share in the plan's assets [14][15] Termination and Distribution - The plan can be terminated under certain conditions, with assets distributed based on performance results [26][28]

Group 1 - The core opinion of the article is that the legal opinion letter confirms the compliance and legitimacy of the employee stock ownership plan proposed by Muyuan Foods Co., Ltd. for 2025 [5][23] - Muyuan Foods is a legally established and validly existing joint-stock company, having been founded on December 28, 2009, with a registered capital of 546,276.8135 million RMB [5][6] - The company is listed on the Shenzhen Stock Exchange under the stock code "002714" [6] Group 2 - The employee stock ownership plan has undergone necessary internal resolutions and is pending approval at the upcoming shareholder meeting [8][15] - The plan complies with legal requirements, including voluntary participation and risk-bearing principles for employees [9][10] - The total number of shares allocated under the plan will not exceed 10% of the company's total share capital, with individual employee allocations capped at 1% [10][12] Group 3 - The company has followed the required legal procedures for implementing the employee stock ownership plan, including consultations with employee representatives and board approvals [14][15] - The company has fulfilled its information disclosure obligations regarding the plan, ensuring transparency [17][23] - The voting arrangements for the plan are compliant with regulations, ensuring that related parties abstain from voting [19][24] Group 4 - The plan allows for participation in future financing activities, with decisions made by a management committee and subject to approval by the holders' meeting [21][24] - There is no agreement or arrangement for concerted action between the employee stock ownership plan and the company's controlling shareholders or management [22][24] - The legal opinion concludes that the plan meets all regulatory requirements and is ready for implementation pending shareholder approval [23][24]

Core Viewpoint - The company held its 10th board meeting on August 22, 2025, where several key resolutions were passed, including the approval of the 2025 semi-annual report and plans for stock options and share repurchase [1][2][3]. Group 1: Meeting Resolutions - The board approved the 2025 semi-annual report and summary, which was recognized by the audit committee prior to submission [1]. - A special report on the status of the company's fundraising and actual usage was also approved, following the audit committee's review [2]. - The board approved a proposal to grant reserved stock options to the incentive objects of the 2025 stock option incentive plan, which had been reviewed by independent directors and relevant committees [2]. - The board approved a share repurchase plan using self-owned funds through centralized bidding, aimed at enhancing the long-term incentive mechanism and employee motivation [2].

Core Points - The company is holding its second extraordinary general meeting of shareholders in 2025 to discuss and vote on several key proposals related to stock incentive plans and corporate governance [4][5][6]. Group 1: Stock Incentive Plans - The company proposes to authorize the board to implement the 2025 Restricted Stock Incentive Plan, aimed at attracting and retaining talent while aligning the interests of shareholders, the company, and individuals [6][8]. - The plan includes provisions for adjusting the number of restricted stocks and their grant prices in case of capital changes, stock dividends, or other corporate actions [9][10]. - A management method for the implementation of the 2025 Restricted Stock Incentive Plan has been developed to ensure its smooth execution [8][9]. Group 2: Employee Stock Ownership Plan - The company is also proposing an Employee Stock Ownership Plan (ESOP) to enhance employee engagement and align their interests with those of the company [11][12]. - The board seeks authorization to manage the ESOP, including selecting participants and handling stock transactions [13][14]. Group 3: Corporate Governance Changes - The company plans to abolish the supervisory board and allow the audit committee to assume its responsibilities, in accordance with the revised Company Law [14][15]. - Amendments to the company's articles of association will be made to reflect this change and improve corporate governance practices [15][16]. - The company will also propose revisions to various governance systems to align with the new structure and regulatory requirements [17].

Core Points - The company is holding a shareholder meeting on September 1, 2025, with both on-site and online voting options available [1] - The meeting will discuss several proposals related to employee stock ownership plans [2][4] Group 1: Meeting Details - The shareholder meeting will take place at the company's office building, third conference room [1] - The equity registration date is set for August 25, 2025 [1] - Voting will occur from 9:15 to 9:25, and again from 9:30 to 11:30 on the day of the meeting [1] Group 2: Proposals for Discussion - Proposal one involves the "Navigator Employee Stock Ownership Plan (Draft)" which has been approved by the board and published on August 16, 2025 [2] - Proposal two pertains to the "Navigator Employee Stock Ownership Plan Management Measures," also approved by the board [2] - Proposal three seeks authorization for the board to manage matters related to the Navigator Employee Stock Ownership Plan [3] - Proposal four discusses the "Striver Employee Stock Ownership Plan (Draft)" which has similarly been approved by the board [4] - Proposal five relates to the "Striver Employee Stock Ownership Plan Management Measures," approved by the board [4] - Proposal six requests authorization for the board to manage matters related to the Striver Employee Stock Ownership Plan [4]

Core Viewpoint - The announcement details the completion of the first batch of non-trading transfer of reserved shares under the second employee stock ownership plan of Cangge Mining Co., Ltd, highlighting the company's commitment to employee engagement and ownership [1][2][3]. Group 1: Employee Stock Ownership Plan - The company approved the second employee stock ownership plan during the annual general meeting on March 28, 2025, and subsequent board meetings [1]. - A total of 260,000 shares were transferred non-traditionally to the employee stock ownership plan's account on August 21, 2025, representing 0.02% of the company's total share capital [2][3]. - The actual subscription amount for the reserved shares was 560.8 shares, which did not exceed the proposed subscription amount approved by the shareholders [3]. Group 2: Share Lock-up and Release - The lock-up period for the reserved shares is aligned with the initial shares, with a total duration of 60 months, releasing shares in three phases: 40%, 30%, and 30% after 12, 24, and 36 months respectively [4][5]. Group 3: Accounting Treatment - The company will follow the accounting standards for equity-settled share-based payments, recognizing the cost or expense based on the fair value of the equity instruments granted [5]. Group 4: Related Party Transactions - The plan includes directors and senior management, who have recused themselves from voting on related proposals to maintain independence [5]. - There are no agreements or arrangements that would constitute a concerted action relationship with major shareholders or management [5]. Group 5: Ongoing Monitoring - The company will continue to monitor the implementation of the employee stock ownership plan and fulfill its disclosure obligations as required [6].

Core Viewpoint - The board of directors of Yingfeng Environmental Technology Group Co., Ltd. convened to approve the 2025 semi-annual report and other significant resolutions, including the termination of the second employee stock ownership plan [1][2][3]. Group 1: Semi-Annual Report - The board approved the full text and summary of the 2025 semi-annual report, which was reviewed by the audit committee and submitted for board approval with a unanimous vote of 7 in favor [1][2]. Group 2: Fundraising Report - The board also approved the special report on the storage and use of funds raised in the first half of 2025, which was similarly reviewed by the audit committee and received a unanimous vote of 7 in favor [2]. Group 3: Employee Stock Ownership Plan - The board resolved to terminate the second employee stock ownership plan early, as all shares held under this plan have been sold and the settlement and distribution have been completed. The decision was made in accordance with relevant regulations and received a vote of 6 in favor, with 1 abstention due to the chairman's involvement [2][3].

Group 1 - The core point of the article is that JA Solar Technology (002459.SZ) has announced a draft employee stock ownership plan for 2025, aiming to raise a total of no more than 258.335 million yuan [1] - The employee stock ownership plan will involve a maximum of 42.35 million shares, accounting for approximately 1.28% of the company's total share capital on the announcement date [1] - The plan will acquire shares through legal means such as non-trading transfers, with a purchase price set at 6.10 yuan per share, which is not lower than the par value of the stock [1] Group 2 - The initial number of participants in the employee stock ownership plan will not exceed 57, with the final number determined by actual payment conditions [1] - The duration of the employee stock ownership plan is set for 48 months, starting from the date of the last transfer of the target shares to the plan [1]