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大连圣亚: 北京金诚同达(杭州)律师事务所关于大连圣亚旅游控股股份有限公司2025年限制性股票激励计划(草案)的法律意见书
Zheng Quan Zhi Xing· 2025-07-28 16:51
Group 1 - The core point of the article is the legal opinion regarding Dalian Shengya Tourism Holdings Co., Ltd.'s 2025 Restricted Stock Incentive Plan, which aims to establish a long-term incentive mechanism to attract and retain talent while aligning the interests of shareholders, the company, and core team members [1][4][18] Group 2 - The company is legally established and in good standing as a joint-stock company, with no circumstances that would require termination under relevant laws and regulations [3][4] - The incentive plan targets 27 individuals, including directors, senior management, middle management, and core employees, excluding independent directors and major shareholders [5][6] - The plan involves granting a total of 2,045,000 shares, representing 1.59% of the company's total share capital, with 1,645,000 shares for initial grants and 400,000 shares reserved [7][8] Group 3 - The plan's effective period lasts until all granted shares are released from restrictions or repurchased, not exceeding 60 months [8][9] - The initial grant price for the restricted stock is set at 17.04 RMB per share, which is not lower than the higher of the stock's face value or 50% of the average trading price prior to the announcement [10][11] - The performance assessment for the incentive plan spans three fiscal years (2025-2027), with specific revenue and profit targets set for each year [14][15][16] Group 4 - The plan includes provisions for the adjustment of the incentive plan, accounting treatment, and the rights and obligations of both the company and the incentive recipients [17][18] - The company has completed necessary legal procedures for the implementation of the incentive plan, with further procedures required for approval from relevant authorities [18][19]