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美的集团: 北京市嘉源律师事务所关于美的集团股份有限公司实施2025年A股持股计划的法律意见书
Zheng Quan Zhi Xing· 2025-05-29 09:57
Core Viewpoint - Midea Group is implementing a 2025 A-share employee stock ownership plan, which has been reviewed and deemed compliant with relevant laws and regulations [1][5][9]. Group 1: Legal Compliance and Qualifications - Midea Group has been verified as a legally established and effectively existing joint-stock company, meeting the qualifications to implement the 2025 stock ownership plan [5][9]. - The company has provided all necessary original documents and oral testimonies, ensuring the authenticity and completeness of the materials reviewed [2][3]. - The 2025 stock ownership plan has been approved by the board of directors and complies with the guidelines set forth by the regulatory authorities [5][9]. Group 2: Plan Structure and Participation - The plan is designed for 601 key management and technical personnel, including 13 senior executives, ensuring that it targets individuals crucial to the company's long-term performance [6][9]. - The funding for the plan will come from a special incentive fund, which will be used to acquire shares from the company's repurchase account [6][7]. - The stock transfer price for the plan is set at 76.67 yuan per share, with a total of 17,361,485 shares to be acquired through non-trading transfers [7][8]. Group 3: Governance and Management - The plan includes a management committee elected by the participants to oversee daily management and represent the interests of the stockholders [8][11]. - The plan has a lock-up period of 24 months, starting from the completion of the stock acquisition [8][9]. - The plan ensures that no single participant can exert significant influence over decision-making, maintaining a balanced governance structure [11][12]. Group 4: Disclosure and Approval Process - Midea Group has fulfilled the necessary disclosure obligations regarding the plan, including announcements of board resolutions and related documents [10][12]. - The plan is subject to approval by the company's shareholders' meeting, ensuring that all stakeholders have a say in its implementation [9][12]. - The plan's execution will not harm the interests of the company or its shareholders, adhering to the principles of voluntary participation and risk-sharing [5][9].