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益生股份: 北京金诚同达律师事务所关于山东益生种畜禽股份有限公司2025年员工持股计划(草案)的法律意见书
Zheng Quan Zhi Xing· 2025-07-31 16:40
Core Viewpoint - The legal opinion letter from Beijing Jincheng Tongda Law Firm confirms that Shandong Yisheng Livestock and Poultry Co., Ltd. is qualified to implement its 2025 employee stock ownership plan, adhering to relevant laws and regulations [1][2][3] Group 1: Company Background - Shandong Yisheng Livestock and Poultry Co., Ltd. was established in November 2007 and listed on the Shenzhen Stock Exchange on August 10, 2010, with a total share capital of 108 million shares [3][4] - The company holds a business license issued by the Yantai Administrative Approval Service Bureau, allowing it to engage in various agricultural and livestock-related activities [4][5] Group 2: Employee Stock Ownership Plan (ESOP) Details - The 2025 employee stock ownership plan allows participation from up to 336 employees, including directors (excluding independent directors), supervisors, senior management, and core technical personnel [6][7] - The plan's total stock holdings will not exceed 10% of the company's total share capital, with individual employee holdings capped at 1% [7][8] Group 3: Legal Compliance and Procedures - The company has followed necessary legal procedures for the implementation of the employee stock ownership plan, including obtaining approvals from the board and ensuring that related parties abstain from voting [10][12] - The plan requires further approval from the shareholders' meeting, which must be announced two trading days prior to the meeting [12][14] Group 4: Information Disclosure - The company has fulfilled its information disclosure obligations regarding the employee stock ownership plan, including publishing relevant documents and resolutions [13][14] - Ongoing compliance with disclosure requirements will continue as the plan progresses [14]
益生股份: 公司章程(2025年8月)
Zheng Quan Zhi Xing· 2025-07-31 16:37
General Provisions - The company aims to protect the legal rights of shareholders, employees, and creditors, and to regulate its organization and behavior according to relevant laws [2][3] - The company was established as a joint-stock company in accordance with the Company Law and is registered in Shandong Province [2][3] - The company was approved by the China Securities Regulatory Commission for its initial public offering of 27 million shares on June 1, 2010, and was listed on the Shenzhen Stock Exchange on August 10, 2010 [2][3] Company Capital and Structure - The registered capital of the company is RMB 1,106,412,915.00 [3] - The company is a permanent joint-stock company, and its legal representative is the chairman of the board [3][4] - The company has issued a total of 1,106,412,915 shares, all of which are ordinary shares [8] Business Objectives and Scope - The company's business objectives include market orientation, reliance on technology, quality assurance, and reputation for development, aiming to provide high-quality and affordable livestock products [4][5] - The business scope includes the production and sale of breeding chickens, pigs, and their derivatives, as well as feed production and sales, technical guidance, and organic fertilizer production [5] Share Issuance and Management - The company issues shares in a public, fair, and just manner, ensuring equal rights for all shares of the same category [7] - The company can increase or decrease its registered capital based on operational needs, subject to shareholder approval [9][10] Shareholder Rights and Responsibilities - Shareholders have the right to receive dividends, attend meetings, supervise the company, and transfer their shares [13][14] - Shareholders are obligated to comply with laws and regulations, pay for their subscribed shares, and not abuse their rights to harm the company or other shareholders [22][41] Shareholder Meetings - The company holds annual and temporary shareholder meetings, with the annual meeting required to be held within six months after the end of the previous fiscal year [48] - Shareholder meetings must be convened with proper notice, and the agenda must be clearly stated [60][61] Voting and Resolutions - Resolutions can be classified as ordinary or special, with ordinary resolutions requiring a simple majority and special resolutions requiring a two-thirds majority [80][82] - Shareholders can exercise their voting rights based on the number of shares they hold, with each share granting one vote [83]