Shanghai Zechang law firm
About Shandong Huifa Foodstuff Co.Ltd(603536)
2020 restricted stock incentive plan
Legal opinion on the implementation of partial restricted stock repurchase and cancellation
15 / F, Huishang building, No. 1286, Minsheng Road, Pudong New Area, Shanghai Post Code: 200135
Tel: 021-50430980 Fax: 021-50432907
February, 2002
Shanghai Zechang law firm
About Shandong Huifa Foodstuff Co.Ltd(603536)
2020 restricted stock incentive plan
Legal opinion on the implementation of partial restricted stock repurchase and cancellation
Z-z-2020-5306}
Entrusted by Shandong Huifa Foodstuff Co.Ltd(603536) (hereinafter referred to as " Shandong Huifa Foodstuff Co.Ltd(603536) " or "the company"), the exchange issues this legal opinion on the implementation of the company's 2020 restricted stock incentive plan to repurchase and cancel some restricted shares ((hereinafter referred to as "this repurchase and cancellation").
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 measures for the administration of equity incentive of listed companies (hereinafter referred to as the "management measures") The relevant laws and regulations such as the measures for the administration of law firms engaging in securities legal business and the rules for the practice of securities legal business of law firms (for Trial Implementation), the relevant provisions of the CSRC and the facts that have occurred or exist before the issuance date of this legal opinion, in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, Issue this legal opinion.
In order to issue this legal opinion, our lawyers have reviewed the company's Shandong Huifa Foodstuff Co.Ltd(603536) 2020 restricted stock incentive plan (Draft) (hereinafter referred to as the "incentive plan"), the measures for the administration of the assessment of the implementation of Shandong Huifa Foodstuff Co.Ltd(603536) 2020 restricted stock incentive plan (hereinafter referred to as the "assessment measures"), the relevant documents of the general meeting of shareholders, the meeting of the board of directors The meeting documents of the board of supervisors, the independent opinions of independent directors and other documents that the lawyers of the exchange think need to be reviewed have verified and verified the relevant facts.
Declaration matters
1、 In accordance with the provisions of the securities law, the measures for the administration of securities legal business of law firms and the rules for the practice of securities legal business of law firms (for Trial Implementation), as well as the facts that have occurred or exist before the date of issuance of this legal opinion, the firm and its handling lawyers have strictly performed their statutory duties and followed the principles of diligence and good faith, 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.
2、 For the fact that this legal opinion is very important and cannot be supported by independent evidence, our lawyers rely on the copies of supporting documents, testimony or documents issued or provided by the company, other relevant units or relevant persons to issue this legal opinion.
3、 We have obtained the company's guarantee that the original written materials, copies or oral testimony provided by the company to us for the issuance of this legal opinion are true, legal and effective, and there are no false records, misleading statements and major omissions; The relevant copy materials or copies provided by the company to the exchange are consistent with the original; The signature and seal of the documents and materials provided by the company are true, and the legal procedures required for such signature and seal have been performed and legally authorized; All oral statements and explanations of the company are consistent with the facts.
4、 This legal opinion is only for the purpose of this repurchase cancellation and shall not be used for any other purpose. 5、 The exchange agrees that the company may quote some or all of the contents of this legal opinion in the announcement documents or in accordance with the requirements of the CSRC, but when the company makes the above quotation, it shall not cause legal ambiguity or misinterpretation due to the quotation.
6、 The exchange agrees to take this legal opinion as a necessary legal document for the company's repurchase cancellation, report or announce it together with other materials, and bear corresponding legal liabilities according to law.
Based on the above, in accordance with the provisions of relevant laws, regulations and normative documents, and in accordance with the recognized business standards, ethics and diligence spirit of the lawyer industry, our lawyers hereby issue the following legal opinions:
1、 Approval and authorization of this repurchase cancellation
After verification, the company's 2020 restricted stock incentive plan and its adjustment plan have been deliberated and adopted at the 19th meeting of the third board of directors, the 17th meeting of the third board of supervisors, the second extraordinary general meeting of shareholders in 2020, the 22nd Meeting of the third board of directors and the 20th meeting of the third board of supervisors, Independent directors expressed independent opinions on relevant matters.
According to the resolution of the company's third extraordinary general meeting in 2020, the general meeting of shareholders authorized the board of directors to repurchase and cancel the restricted shares of the incentive object that have not been lifted according to the methods specified in the incentive plan.
On December 14, 2021, Shandong Huifa Foodstuff Co.Ltd(603536) held the fifth meeting of the Fourth Board of directors and the fifth meeting of the Fourth Board of supervisors, deliberated and adopted the proposal on repurchase and cancellation of some restricted shares, and the independent directors expressed their agreed independent opinions.
On December 15, 2021, the company announced the Shandong Huifa Foodstuff Co.Ltd(603536) announcement on notifying creditors of repurchase and cancellation of some restricted shares. Creditors have the right to require the company to pay off debts or provide corresponding guarantees within 45 days from the date of disclosure of this announcement. As of the issuance date of this legal opinion, the publicity period has expired for 45 days. According to the company's explanation, during the publicity period, the company did not receive the request of relevant creditors to pay off debts or provide corresponding guarantee to the company.
According to the inspection of our lawyers, as of the date of issuance of this legal opinion, the repurchase cancellation has obtained the necessary authorization and approval at this stage, and fulfilled the corresponding information disclosure obligations, which is in line with the relevant provisions of the management measures and the incentive plan.
2、 Specific contents of this repurchase cancellation
(I) reasons for cancellation of this repurchase
According to the provisions of the incentive plan, "if the incentive object resigns due to resignation or layoffs of the company, the restricted shares granted to the incentive object but not yet lifted shall not be lifted, and the company shall repurchase and cancel them according to the sum of the grant price and the interest of the bank's time deposit in the same period". Since Hou Jinyuan and other five incentive objects resigned for personal reasons and no longer qualified as incentive objects, the Company repurchased and cancelled 37000 restricted shares held by the five original incentive objects that have been granted but have not been lifted.
(II) price, quantity and capital source of this repurchase cancellation
According to the announcement on the implementation of equity distribution in 2020, the profit distribution plan of the company in 2020 is to distribute a cash dividend of 0.09 yuan (including tax) to all shareholders per share; According to the incentive plan, the repurchase price of restricted shares of the company in 2020 needs to be adjusted to 7.58 yuan / share.
The number of shares repurchased and cancelled this time does not involve adjustment, and the total number of shares repurchased is 37000; The company will repurchase with its own funds.
In conclusion, our lawyers believe that the reasons for the cancellation of this repurchase, the repurchase quantity and the repurchase price of the company comply with the relevant provisions of the management measures and the incentive plan.
3、 Implementation of this repurchase cancellation
According to the company's instructions, the company has opened a special securities repurchase account (account number: b884344196) in Shanghai Branch of China Securities Depository and Clearing Co., Ltd. and applied to Shanghai Branch of China Securities Depository and Clearing Co., Ltd. for the repurchase and cancellation of 37000 restricted shares granted to the above five incentive objects but not lifted.
4、 Concluding observations
In conclusion, our lawyers believe that as of the date of issuance of this legal opinion, the company's repurchase and cancellation of restricted shares has obtained the necessary approval and authorization at this stage, performed the necessary procedures at this stage, and complied with the relevant provisions of the company law, the securities law, the administrative measures and the incentive plan; The company still needs to perform the corresponding information disclosure obligations on the cancellation of this repurchase, and go through the capital reduction procedures and share cancellation registration procedures for the cancellation of this repurchase.
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