国浩律师（苏州）事务所 关 于 苏州西典新能源电气股份有限公司 第二期员工持股计划 法律意见书 苏州工业园区旺墩路 269 号圆融星座商务广场 1 幢 28 楼 邮编：215028 电话/Tel:（86-512）62720177 传真/Fax:（86-512）62720199 网址/Website: http://www.grandall.com.cn 国浩律师（苏州）事务 所 之 法律意见书 致：苏州西典新能源电气股份有限公司 国浩律师（苏州）事务所接受苏州西典新能源电气股份有限公司（以下简 称"西典新能"、"公司"）的委托，担任其实施第二期员工持股计划（以下简称"员 工持股计划"）相关事宜的特聘专项法律顾问。 法律意见书 国浩律师（苏州）事务所 法律意见书 目 录 国浩律师（苏州）事务所 关于苏州西典新能源电气股份有限公司 第二期员工持股计划 本所律师根据《中华人民共和国公司法》《中华人民共和国证券法》《关于 上市公司实施员工持股计划试点的指导意见》《上海证券交易所上市公司自律 监管指引第 1 号——规范运作》等相关法律、法规及规范性文件的规定，按照 律师行业公认的业务标准、道德规范和勤勉尽责精神，以事实 ...

Core Points - Suzhou West Deane New Power Electric Co., Ltd. was established as a joint-stock company in accordance with Chinese laws and regulations, with a registered capital of RMB 161.6 million [2][4] - The company received approval from the China Securities Regulatory Commission to issue 40,400,000 shares of common stock, which will be listed on the Shanghai Stock Exchange on January 11, 2024 [1][5] - The company's business scope includes the design and production of electromechanical equipment and components, as well as providing related technical services [3][4] Company Structure - The company is a permanent joint-stock company, with all assets divided into equal shares, and shareholders are liable only to the extent of their subscribed shares [2][4] - The legal representative of the company is the chairman, who is responsible for civil activities conducted in the company's name [2][4] - The company has a total of 161.6 million shares, all of which are common stock, with a par value of RMB 1 per share [4][5] Share Issuance and Management - The issuance of shares follows principles of openness, fairness, and justice, ensuring equal rights for all shares of the same category [4][5] - The company is prohibited from providing financial assistance for the purchase of its shares, except under specific conditions approved by the shareholders' meeting [5][6] - The company must disclose the total amount of shares and the conditions for new share issuance, including pricing and subscription dates [6][21] Shareholder Rights and Responsibilities - Shareholders have rights to dividends, voting, and participation in company management, as well as obligations to comply with laws and regulations [10][12] - Shareholders holding more than 5% of voting shares must report any pledges of their shares to the company [14][43] - The company must maintain transparency and provide timely information to shareholders regarding significant events and decisions [12][39] Governance and Meetings - The company holds annual and temporary shareholder meetings, with specific procedures for calling and conducting these meetings [53][54] - Shareholders can propose agenda items for meetings, and the company must provide adequate notice of meeting details [63][66] - The board of directors is responsible for ensuring the orderly conduct of shareholder meetings and addressing any disruptions [69][70]