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安科生物: 安徽天禾律师事务所关于安徽安科生物工程(集团)股份有限公司第4期员工持股计划(草案)之法律意见书
Zheng Quan Zhi Xing· 2025-07-22 16:16
Core Viewpoint - The legal opinion letter from Anhui Tianhe Law Firm confirms the compliance and legality of Anhui Anke Biotechnology (Group) Co., Ltd.'s fourth employee stock ownership plan, indicating that the company meets all necessary legal requirements for implementation [2][4][16]. Group 1: Company Qualifications - Anhui Anke Biotechnology is a legally established joint-stock company, having been approved for its initial public offering and listing on the Growth Enterprise Market in 2009 [5]. - The company is currently in good standing and does not face any legal or regulatory issues that would necessitate its termination, thus qualifying for the employee stock ownership plan [5][16]. Group 2: Legality and Compliance of the Employee Stock Ownership Plan - The employee stock ownership plan adheres to the principles of legality, voluntary participation, and risk-bearing by employees, as outlined in the relevant regulatory guidelines [6][7]. - The plan's participants will include key management and core personnel from the oncology division, with a maximum of 37 individuals, ensuring compliance with the guidelines regarding participant selection [7]. - Funding for the plan will come from employees' legal salaries and self-raised funds, aligning with regulatory requirements [7][8]. - The plan stipulates a holding period of 12 months for lock-up followed by a 60-month unlocking period, which is consistent with regulatory standards [8][9]. Group 3: Management and Governance of the Plan - The management of the employee stock ownership plan will be conducted internally, with a management committee elected by the participants, ensuring proper governance and protection of participants' rights [9][10]. - The plan allows for adjustments in participant lists based on actual contributions, maintaining flexibility in management [7][10]. Group 4: Legal Procedures and Information Disclosure - The company has completed the necessary legal procedures for the plan, including board and supervisory committee approvals, and is preparing for a shareholder meeting to finalize the plan [13][16]. - The company has fulfilled its information disclosure obligations regarding the plan, with announcements made in accordance with regulatory requirements [15][16]. Group 5: Conclusion and Future Steps - The legal opinion concludes that the company is qualified to implement the employee stock ownership plan, which complies with all relevant regulations and has undergone the necessary approval processes [16][17]. - The plan will require further approval from the shareholders' meeting, which must be passed by a majority of non-related shareholders [13][16].