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苏试试验: 上海市锦天城律师事务所关于公司第三期员工持股计划的法律意见书
Zheng Quan Zhi Xing· 2025-06-09 04:12
Core Viewpoint - The legal opinion letter from Shanghai Jintiancheng Law Firm confirms that Suzhou Su Shi Testing Group Co., Ltd. is qualified to implement its third employee stock ownership plan in compliance with relevant laws and regulations [2][5][18]. Group 1: Company Overview - Suzhou Su Shi Testing Group Co., Ltd. was established through the overall change of Suzhou Su Shi Testing Instrument Co., Ltd. and is a publicly listed company on the Shenzhen Stock Exchange since January 22, 2015, with stock code 300416 [3][4]. - The company has a registered capital of 508.547806 million RMB and operates in the development, manufacturing, and sales of various testing instruments and related services [4]. Group 2: Employee Stock Ownership Plan (ESOP) Details - The third employee stock ownership plan allows for the acquisition of up to 7.059793 million shares, representing 1.39% of the company's total share capital [9]. - The plan's duration is set for 48 months, with shares unlocking in three phases based on performance assessments, specifically at 12, 24, and 36 months [8][9]. - Participants in the plan include key personnel such as directors (excluding independent directors), supervisors, senior management, and core technical staff, with a total of no more than 500 participants [6][9]. Group 3: Compliance and Procedures - The company has completed necessary internal review procedures and information disclosure obligations as required by laws and regulations, ensuring no insider trading or market manipulation occurs [5][6]. - The plan is based on voluntary participation, with no forced allocation of shares to employees, adhering to the principle of self-responsibility for investment risks [6][7]. - The company has established a management committee to oversee the plan, ensuring independent operation and protection of participants' rights [10][17]. Group 4: Future Steps and Obligations - The company must still fulfill certain legal procedures, including holding a shareholder meeting to approve the plan, requiring a majority vote from non-related shareholders [13][18]. - Ongoing information disclosure obligations will continue as the plan progresses, in accordance with relevant laws and regulations [18].