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欢瑞世纪: 北京海润天睿律师事务所关于欢瑞世纪2025年员工持股计划的法律意见书
Zheng Quan Zhi Xing· 2025-08-29 17:47
Core Viewpoint - The legal opinion letter from Beijing Hairun Tianrui Law Firm confirms that Huanyu Century Joint Stock Company is qualified to implement its 2025 Employee Stock Ownership Plan (ESOP) and that the plan complies with relevant laws and regulations [1][19]. Group 1: Company Qualification - Huanyu Century is a legally established and effectively existing joint-stock company listed on the Shenzhen Stock Exchange, meeting the qualifications required by the "Guiding Opinions on the Pilot Implementation of Employee Stock Ownership Plans by Listed Companies" [7][19]. - The company has a registered capital of 980.98 million RMB and operates in various sectors including film and television production, artist management, and software development [7]. Group 2: Legality and Compliance of the ESOP - The ESOP has undergone necessary internal review procedures as per legal and regulatory requirements, ensuring no insider trading or market manipulation occurs [8][9]. - Participation in the ESOP is voluntary for employees, with no forced distribution or financial assistance from the company, aligning with the self-determination principle [9][12]. - The plan allows for a maximum of 35 participants, including 4 directors and senior management, adhering to the stipulated regulations [11]. Group 3: Legal Procedures - The company has completed the necessary legal procedures for the ESOP, including employee consultations and board approvals, in compliance with relevant regulations [14][15]. - The ESOP is set to last for 24 months with a lock-up period of 12 months, which is consistent with regulatory requirements [13]. Group 4: Information Disclosure - The company has disclosed relevant resolutions and documents related to the ESOP as required by law, ensuring transparency in the process [19].
华智数媒: 公司章程(2025年6月)
Zheng Quan Zhi Xing· 2025-06-10 11:26
General Provisions - The company is established to protect the legal rights of shareholders, employees, and creditors, and to regulate its organization and behavior according to relevant laws and regulations [3][5] - The company is a joint-stock limited company registered in Zhejiang Province with a unified social credit code [5] - The registered capital of the company is RMB 450,382,810 [5] Business Objectives and Scope - The company's business objective is to promote Chinese culture, assume social responsibility, and create high-quality cultural products [7] - The business scope includes the production, replication, and distribution of various media content, as well as film and television equipment leasing and cultural consulting services [7] Shares - The company's shares are issued in the form of stocks, with each share having a par value of RMB 1 [8][16] - The total number of shares issued by the company is 450,382,810, all of which are ordinary shares [9] Shareholder and Shareholder Meeting - Shareholders have rights to dividends, participate in meetings, supervise the company's operations, and access company documents [12][33] - The company must hold an annual general meeting within six months after the end of the previous fiscal year [26] Board of Directors - The board of directors is responsible for the company's operations and must act in the best interests of the company and its shareholders [19] - The board must ensure compliance with laws and regulations and maintain the company's independence [19] Financial Accounting System - The company must establish a financial accounting system and profit distribution plan, and appoint an auditing firm [9] Amendments to the Articles of Association - The articles of association can be amended according to the procedures outlined within the document [11] Miscellaneous - The company is committed to maintaining transparency and fulfilling its obligations for information disclosure as required by law [23]