Legal Opinion from Beijing Merits & Tree Law Offices on Xiamen Guangpu Electronics Co., Ltd.'s 2026 Employee Stock Ownership Plan
Merits & Tree Law Offices
Beijing Dongcheng District Dongzhimen South Street 1, Raffles City Office Tower, 12th Floor
Postal Code: 100007
Tel: 010-56500900
Fax: 010-56500999
www.meritsandtree.com
1. Definitions
In this legal opinion, unless otherwise specified, the following terms or abbreviations have the meanings ascribed to them:
- Guangpu Co., listed company, company refers to Xiamen Guangpu Electronics Co., Ltd.
- Company stock, target stock refers to Guangpu Co. ordinary shares, specifically Guangpu Co. A shares.
- "2026 Employee Stock Ownership Plan (Draft)" refers to the "2026 Employee Stock Ownership Plan (Draft) of Xiamen Guangpu Electronics Co., Ltd."
- Employee stock ownership plan, this plan refers to the 2026 Employee Stock Ownership Plan of Xiamen Guangpu Electronics Co., Ltd.
- Holders refer to employees of the company participating in this employee stock ownership plan.
- Holder meeting refers to the holder meeting of this employee stock ownership plan.
- Management committee refers to the management committee of this employee stock ownership plan.
- Duration refers to 48 months from the date of the last transfer of target stock to the employee stock ownership plan, as announced by the listed company. The duration may be extended upon approval by the company's board of directors.
- Lock-up period refers to 12 months from the date of the last transfer of target stock to the employee stock ownership plan, as announced by the listed company. If future regulatory policies change, the regulations will prevail.
- Company Law refers to the Company Law of the People's Republic of China.
- Securities Law refers to the Securities Law of the People's Republic of China.
- Guiding Opinions refers to the "Guiding Opinions on the Pilot Implementation of Employee Stock Ownership Plans by Listed Companies."
- Self-regulatory Guidelines No. 2 refers to the "Self-regulatory Guidelines No. 2 for the Standard Operation of Listed Companies on the Shenzhen Stock Exchange."
- Listing Rules refers to the "Listing Rules for Growth Enterprise Market Stocks on the Shenzhen Stock Exchange."
- Articles of Association refers to the Articles of Association of Xiamen Guangpu Electronics Co., Ltd.
- Management Measures refers to the "Management Measures for the 2026 Employee Stock Ownership Plan of Xiamen Guangpu Electronics Co., Ltd."
- CSRC refers to the China Securities Regulatory Commission.
- SZSE refers to the Shenzhen Stock Exchange.
- Registration and Clearing Company refers to the China Securities Depository and Clearing Corporation Limited Shenzhen Branch.
- This office refers to Beijing Merits & Tree Law Offices.
- Yuan, ten thousand, hundred million refers to Renminbi Yuan, ten thousand Yuan, hundred million Yuan.
Note: Any discrepancies in totals in this legal opinion due to rounding are noted.