Guangdong Jinglun junhou law firm’s Guangzhou Pearl River Piano Group Co.Ltd(002678) 2022 restricted stock incentive plan
of
Legal opinion
January 2022
catalogue
interpretation…… 4 text 5 I. The company’s main qualification for implementing the incentive plan 5 II. Legality and compliance of the content of this incentive plan 7 III. legal procedures involved in this incentive plan 16 IV. determination of incentive objects of this incentive plan 17 v. information disclosure of this incentive plan 18 VI. whether the company provides financial assistance to incentive objects 18 VII. Impact of this incentive plan on the interests of the company and all shareholders 18. Avoidance of voting by related Directors 19 IX. concluding comments twenty
Guangdong Jinglun junhou law firm
About Guangzhou Pearl River Piano Group Co.Ltd(002678)
Of the restricted stock incentive plan in 2022
Legal opinion
To: Guangzhou Pearl River Piano Group Co.Ltd(002678)
Guangdong Jinglun junhou law firm (hereinafter referred to as “the firm”) accepts the entrustment of Guangzhou Pearl River Piano Group Co.Ltd(002678) (hereinafter referred to as ” Guangzhou Pearl River Piano Group Co.Ltd(002678) “, “the company” and “listed company”) to act as the special legal adviser on matters related to the company’s restricted stock incentive plan in 2022 and issue legal opinions.
In accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), and the administrative measures for equity incentive of listed companies (2018 Amendment) (hereinafter referred to as the “administrative measures”) The Trial Measures for the implementation of equity incentive by state-controlled listed companies (domestic) (hereinafter referred to as the “Trial Measures”), the notice on issues related to regulating the implementation of equity incentive system by state-controlled listed companies (hereinafter referred to as the “notice on Relevant Issues”), and other laws Laws and regulations, relevant provisions of the CSRC and facts that have occurred or exist before the date of issuance of this legal opinion, With reference to the notice on matters related to further improving the equity incentive work of listed companies controlled by central enterprises (hereinafter referred to as the “notice on relevant matters”) and the notice on printing and distributing the guidelines for the implementation of equity incentive work of listed companies controlled by central enterprises (hereinafter referred to as the “work guidelines”), in accordance with the business standards recognized by the lawyer industry This legal opinion is issued in the spirit of ethics and diligence.
In order to issue this legal opinion, our lawyers reviewed the Guangzhou Pearl River Piano Group Co.Ltd(002678) 2022 restricted stock incentive plan (Draft) (hereinafter referred to as “restricted stock incentive plan (Draft)”) prepared by the company and other documents that our lawyers believe need to be reviewed, and verified and verified the relevant facts.
In response to this legal opinion, our lawyer hereby makes the following statement:
1. In the course of work, our lawyers have been guaranteed by the company: that is, the company has provided our lawyers with the original written materials, copies, scans, copies and oral testimony that our lawyers believe are necessary for the preparation of this legal opinion, and the documents and materials provided are true, accurate and complete, without concealment, falsehood and major omissions.
2. The firm and its lawyers have strictly performed their statutory duties and followed the principles of diligence and good faith in accordance with the provisions of the securities law, the measures for the administration of law firms engaging in securities legal business, the rules for the practice of securities legal business of law firms (for Trial Implementation), and the facts that have occurred or exist before the date of issuance of this legal opinion, Sufficient verification and verification have been carried out to ensure that the facts identified in this legal opinion are true, accurate and complete, the concluding opinions issued are legal and accurate, and there are no false records, misleading statements or major omissions, and bear corresponding legal liabilities.
3. In accordance with the business rules formulated in accordance with the law, our lawyers have adopted the methods of written examination, inquiry, calculation and review, and performed the obligations of verification and verification with diligence and prudence.
4. When issuing this legal opinion, our lawyers have fulfilled the special duty of care of legal professionals for legal related business matters and the general duty of care of ordinary people for other business matters.
5. Our lawyers perform the special duty of care of legal professionals for the documents directly obtained from state organs, organizations with the function of managing public affairs, accounting firms, asset evaluation institutions, credit rating agencies, notaries and other public institutions, and for the business matters related to the law, For other business matters, it shall be used as the basis for issuing legal opinions after performing the general duty of care of ordinary people; For documents not directly obtained from public institutions, they shall be used as the basis for issuing legal opinions after verification and verification.
6. This legal opinion only expresses legal opinions on legal issues in China related to this incentive plan. The firm and its lawyers are not qualified to express professional opinions on professional matters such as accounting and auditing. When accounting and audit matters are involved in this legal opinion, they are quoted in strict accordance with the professional documents and Guangzhou Pearl River Piano Group Co.Ltd(002678) instructions issued by relevant intermediaries.
7. The exchange agrees to take this legal opinion as a necessary legal document for the company’s incentive plan, report or announce it together with other materials, and bear corresponding legal liabilities according to law.
8. This legal opinion is only used by the company for the purpose of this incentive plan and shall not be used by anyone for any other purpose.
Based on the above, our lawyers give the following legal opinions:
interpretation
In this legal opinion, unless the context otherwise requires, the following words have the following meanings: Guangzhou Pearl River Piano Group Co.Ltd(002678) , company and listing
Refers to Guangzhou Pearl River Piano Group Co.Ltd(002678)
company
This incentive plan and this incentive refer to the Guangzhou Pearl River Piano Group Co.Ltd(002678) 2022 restricted stock plan incentive plan
Restricted stock incentive plan Guangzhou Pearl River Piano Group Co.Ltd(002678) 2022 restricted stock index
Incentive plan for drawing votes (Draft)
The Guangzhou Pearl River Piano Group Co.Ltd(002678) assessment measures for restricted shares in 2022 refers to
Management measures for the implementation and assessment of ticket incentive plan
Articles of association means the Guangzhou Pearl River Piano Group Co.Ltd(002678) articles of association
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
The Administrative Measures refer to the administrative measures for equity incentive of listed companies (revised in 2018)
The Trial Measures for the implementation of equity incentive by state-controlled listed companies (domestic) refer to
(gzfgf [2006] No. 175)
The notice on issues related to regulating the implementation of equity incentive system by state-controlled listed companies refers to
Notice on issues (gzfgf [2008] No. 171)
Notice on relevant matters refers to the notice on matters related to further improving the equity incentive work of listed companies controlled by central enterprises (Guo Zi FA Kao Fen GUI [2019] No. 102)
The guidelines on printing and distributing the guidelines for the implementation of equity incentive by listed companies controlled by central enterprises
Notice on making guidelines (gzkp [2020] No. 178)
CSRC refers to the China Securities Regulatory Commission
SASAC refers to the state owned assets supervision and Administration Commission of Guangzhou Municipal People’s government
Guangdong Jinglun junhou law firm
Yuan means RMB yuan
Note: there may be differences in the mantissa between the total of some data in this legal opinion and the sum of each addend. These differences are caused by rounding.
Text
1、 The company is qualified to implement the incentive plan
(I) the company is a listed company established and validly existing according to law
1. After the lawyers of this firm checked the public information of Shenzhen Stock Exchange and the materials provided by Guangzhou Pearl River Piano Group Co.Ltd(002678) , Guangzhou Pearl River Piano Group Co.Ltd(002678) is a joint stock limited company established by Guangzhou Guangzhou Pearl River Piano Group Co.Ltd(002678) Group Co., Ltd. on December 31, 2008, which was approved by the reply on approving Guangzhou Pearl River Piano Group Co.Ltd(002678) initial public offering of shares (zjxk [2012] No. 472) of China Securities Regulatory Commission on April 6, 2012, The company issued 48 million RMB ordinary shares (A shares) in the form of public offering. With the approval of SZS [2012] No. 144 document of Shenzhen Stock Exchange, the 48 million RMB ordinary shares publicly issued by the company were listed and traded in Shenzhen Stock Exchange on May 30, 2012. The company’s shares are abbreviated as ” Guangzhou Pearl River Piano Group Co.Ltd(002678) ” and the stock code is “002678”.
2. After verification by our lawyers, Guangzhou Pearl River Piano Group Co.Ltd(002678) now holds the business license with the unified social credit code of 91440101190432444p issued by Guangzhou market supervision and Administration Bureau. According to the company’s announcement information and business license, and properly verified by our lawyers, “national enterprise credit information publicity system”（ http://www.gsxt.gov.cn. ）And “Guangzhou commercial subject information publicity platform”（ http://cri.gz.gov.cn. ）, Guangzhou Pearl River Piano Group Co.Ltd(002678) was established on October 10, 1987. Its business term is from October 10, 1987 to long-term. Its registered capital is 1358320323 yuan. Its legal representative is Li Jianning. Its domicile is building 1 and plant (self-made building 3), No. 38 Xiangshan Avenue, Yongning Street, Zengcheng District, Guangzhou. The business scope of the company is: the manufacture of flower painting crafts; Natural plant fiber weaving crafts manufacturing; Manufacturing of artificial fiber woven crafts; Audio equipment manufacturing; Stage lighting and sound equipment installation services; Manufacturing of folk handicrafts (except ivory and its products); Western musical instrument manufacturing; Wholesale of musical instruments; Wholesale of electronic products; Wholesale of handicrafts (except ivory and its products); Wholesale of other cultural and entertainment supplies; Musical instrument retail; Retail of electronic products; Retail of Arts and crafts (except ivory and its products); Retail of wooden, plastic and leather daily necessities; Import and export of goods (except for goods exclusively controlled by franchises); Technology import and export; Cultural and art consulting services; Engineering and technology basic scientific research services; Manufacturing of other musical instruments and parts; Engineering and technical research and test development; Instrument maintenance and commissioning; Sawn timber processing; Wood chip processing; Veneer processing; Other wood processing; Plywood manufacturing; Fiberboard manufacturing; Particleboard manufacturing; Other wood-based panel manufacturing; Manufacturing of wooden containers; Manufacturing of cork products and other wood products; Music counseling services; Performing arts counseling services; Network music service; Online video service; Online movie service.
（ http://www.gsxt.gov.cn. ）And “Guangzhou commercial subject information publicity platform”（ http://cri.gz.gov.cn. ）The registration status of Guangzhou Pearl River Piano Group Co.Ltd(002678) is “in business (opening)”, and there is no bankruptcy, dissolution, liquidation or other circumstances that need to be terminated in accordance with the current laws, administrative regulations, departmental rules, normative documents and the articles of association of China.
(II) the company is not allowed to implement the equity incentive plan
According to the company’s information disclosure announcement documents, relevant instructions issued by the company and the audit report (xksbz [2021] No. zc10173) and internal control assurance report (xksbz [2021] No. zc10175) issued by Lixin Certified Public Accountants (special general partnership), which have been verified by our lawyers, The company is not allowed to implement the equity incentive plan as stipulated in Article 7 of the management measures:
1. The financial accounting report of the most recent fiscal year is an audit report with a negative opinion or unable to express an opinion issued by a certified public accountant;
2. The internal control of the financial report of the most recent fiscal year is an audit report with a negative opinion or unable to express an opinion issued by the certified public accountant;
3. Failure to distribute profits in accordance with laws and regulations, articles of association and public commitments in the last 36 months after listing;
4. Equity incentive is prohibited by laws and regulations;
5. Other circumstances recognized by the CSRC.
(III) the company meets the conditions for the implementation of equity incentive plan by state-controlled listed companies
According to the relevant materials provided by the company and the relevant instructions issued by the company, and verified by the lawyers of the firm, the company meets the following conditions for the implementation of the equity incentive plan specified in Article 5 of the trial measures:
1. Standardized corporate governance structure, including shareholders’ meeting, board of directors and managers
