| 北京君合（杭州）律师事务所 | | | | --- | --- | --- | | 关于 | | | | 浙江福莱新材料股份有限公司 | | | | 的 | | | | 法律意见书 | | | | | 释义 | | | 在本法律意见书中，除非文义另有所指，下列左栏中的术语或简称对应右栏 | | | | 中的含义或全称： | | | | 本所 | 指 | 北京君合（杭州）律师事务所 | | 福莱新材/公司 指 | | 浙江福莱新材料股份有限公司 | | 限制性股票激励计 | | | | 指 | | 浙江福莱新材料股份有限公司 2025 年限制性股票激励计划 | | 划、本次激励计划 | | | | 《激励计划（草 | | 2025 《浙江福莱新材料股份有限公司 年限制性股票激励计划 | | 指 | | | | 案）》 | | （草案）》 | | | | 《浙江福莱新材料股份有限公司 2025 年限制性股票激励计划 | | 《考核办法》 指 | | | | | | 实施考核管理办法》 | | | | 公司根据本次激励计划规定的条件和价格，授予激励对象一 | | 限制性股票 指 | | 定数量的公司股票，该等股 ...

General Information - Aerospace Intelligent Manufacturing Technology Co., Ltd. was established as a joint-stock company in accordance with the Company Law of the People's Republic of China [1] - The company was registered in Baoding City and obtained its business license on April 2, 2015, with a registered capital of RMB 845,410,111 [2][3] - The company issued 15.4 million shares of common stock to the public on April 23, 2015, and is listed on the Shenzhen Stock Exchange [1][2] Company Structure - The company has a legal representative who is the chairman, and the legal representative's resignation is considered simultaneous with the resignation from the chairman position [2] - The company is responsible for civil activities conducted by the legal representative, and it can pursue compensation from the legal representative if damages occur due to their actions [2][3] Business Objectives and Scope - The company's business objectives include being rooted in aerospace, building a strong enterprise, and striving for excellence [4] - The business scope includes general equipment manufacturing, intelligent manufacturing equipment manufacturing and sales, new material technology research and development, and various manufacturing and sales activities related to plastics and electronic materials [4] Share Issuance and Management - The company issues shares in the form of stocks, with each share having a par value of RMB 1 [5] - The total number of shares issued at the time of establishment was 46 million shares, with a total of 194 founders [5] - The company has a total of 845,410,111 shares issued, all of which are common shares [5][6] Shareholder Rights and Responsibilities - Shareholders have rights to dividends, voting, and supervision of company operations, and they are required to comply with laws and the company's articles of association [10][40] - Shareholders are liable for the company's debts only to the extent of their subscribed shares, while the company is liable for its debts with its entire assets [2][10] Governance and Meetings - The company holds annual and extraordinary shareholder meetings, with specific procedures for calling and conducting these meetings [49][50] - The board of directors is responsible for convening shareholder meetings and must ensure compliance with legal and regulatory requirements [53][54] Financial Management and Capital Changes - The company can increase its capital through various methods, including issuing shares to unspecified or specific objects, and can reduce its registered capital following legal procedures [23][24] - The company is restricted from repurchasing its own shares except under specific circumstances, such as capital reduction or employee stock ownership plans [25][26] Audit and Compliance - The company has an audit committee that can propose legal actions against directors or senior management if they violate laws or the company's articles of association [14][19] - The company must disclose information regarding significant events and comply with regulatory requirements for transparency [12][19]