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Implementation of restricted stock incentive plan in 2022
Legal opinion
Kangda FA Yi Zi [2022] No. 0390
February, 2002
Beijing Kangda law firm
about
Implementation of restricted stock incentive plan in 2022
Legal opinion
Kangda FA Yi Zi [2022] No. 0390 to: Muyuan Foods Co.Ltd(002714)
Beijing Kangda law firm (hereinafter referred to as “the firm”) has accepted the entrustment of Muyuan Foods Co.Ltd(002714) (hereinafter referred to as “002714}” or “the company”) to act as the legal adviser of the company’s restricted stock incentive plan in 2022 (hereinafter referred to as “the incentive plan”) The securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), the measures for the administration of equity incentive of listed companies (hereinafter referred to as the “administrative measures”), the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – business handling (hereinafter referred to as “self regulatory guidelines No. 1”) and other existing laws and regulations Express legal opinions on relevant matters of this incentive plan in accordance with the provisions of regulations and other normative documents.
Our lawyers only express legal opinions based on the facts that have occurred or existed before the issuance date of the legal opinion of Beijing Kangda law firm on Muyuan Foods Co.Ltd(002714) 2022 restricted stock incentive plan (hereinafter referred to as “the legal opinion”). Our lawyers determine whether the inspected items are legal, compliant, true and effective based on the current effective (or effective when the facts occur) laws, regulations, rules, normative documents, the approval and confirmation made by the competent government departments, and our lawyers from state organs, organizations with the function of managing public affairs, accounting firms, asset appraisal institutions Documents directly obtained by credit rating agencies, notary agencies and other public institutions, or materials copied and copied by our lawyers from the above public institutions and confirmed by the institutions; Our lawyers have conducted necessary verification and verification on documents not directly obtained from the above public institutions, or materials copied and copied by our lawyers from the above public institutions but not confirmed by the above public institutions.
Our lawyers are not qualified to make professional judgment on accounting, auditing, asset evaluation and other non legal matters. Our lawyers’ legal opinions based on the documents directly obtained from accounting firms and asset appraisal institutions do not mean any express or implied guarantee for the authenticity, accuracy and completeness of the data and conclusions in the documents.
Our lawyers have strictly performed their statutory duties and followed the principles of diligence and good faith to ensure that the facts identified in this legal opinion are true, accurate and complete, and the concluding opinions issued are legal and accurate. There are no false records, misleading statements or major omissions in this legal opinion. Our lawyers shall bear corresponding legal liabilities for the legal opinions issued according to law.
The company has assured the exchange that the written materials or oral testimony provided to the exchange are true, accurate and complete, the relevant copies or copies are consistent with the original, and there are no false records, misleading statements or major omissions in any documents or facts provided.
This legal opinion is only for Muyuan Foods Co.Ltd(002714) the purpose of implementing this incentive plan and shall not be used for other purposes.
Our lawyers agree that Muyuan Foods Co.Ltd(002714) will quote some or all of the contents of this legal opinion in the relevant filing or announcement documents of this incentive plan or in accordance with the requirements of China Securities Regulatory Commission (hereinafter referred to as “CSRC”) and Shenzhen Stock Exchange, but when Muyuan Foods Co.Ltd(002714) makes the above quotation, It is not allowed to cause legal ambiguity or misinterpretation due to quotation.
Following the principles of prudence and importance, our lawyers independently, objectively and impartially issued the following legal opinions on the basis of checking relevant materials and facts:
1、 The company is qualified to implement the equity incentive plan
(I) Muyuan Foods Co.Ltd(002714) is legally established and validly existing
Muyuan Foods Co.Ltd(002714) is composed of Qin Yinglin, Muyuan Industrial Group Co., Ltd., Qian Ying, Qian Yunpeng, Yang Ruihua, Cao Zhinian, Su danglin, Li Fuqiang, Zhang chunwu, Chu Ke, Qin Yingfan, Qin Yingze, Zhang Xinya, Tian Fangping, Zhang Mingbo, Xue Yuzhen, Qian Xiaopeng Yang Junwu, Zhang Jianqun, Xue Xing, Xu Yumei, Hu Xu, Liu Yajing, Zhang Daxing, Guo Baojun, Chen yuliai, Qin Yinghui and Qin Yinghe, as initiators, initiated the establishment of a joint stock limited company in the way of overall change of a limited liability company. On December 28, 2009, Nanyang Administration for Industry and Commerce issued the business license for enterprise legal person (Registration No.: 411325000001368). On January 6, 2014, the CSRC approved and issued the reply on Approving the initial public offering of Muyuan Foods Co.Ltd(002714) (zjxk [2014] No. 40), which approved the company to issue no more than 30 million new shares, the company’s shareholders to offer no more than 50 million shares, and the total number of shares issued this time was no more than 70.68 million.
The company’s shares were listed and traded on Shenzhen Stock Exchange on January 28, 2014. The securities code is 002714 and the securities are referred to as ” Muyuan Foods Co.Ltd(002714) “.
Muyuan Foods Co.Ltd(002714) now holds the business license issued by Henan Administration for Industry and Commerce on December 24, 2021. The unified social credit code is 9141000706676846c, the registered capital is 5262358594 yuan, the legal representative is Qin Yinglin, and the residence is guanchangshuitian village, Neixiang, Nanyang city. The business term is until July 12, 2050, The business scope is “livestock and poultry breeding, purchase and sale, grain purchase and sale, improved seed breeding, feed processing and sales, livestock products processing and sales, pig manure treatment, and the import and export business of the enterprise’s self-produced products and related technologies, except for the commodities and technologies that are limited or prohibited from import and export by the state. (the business activities can be carried out only after the approval of relevant departments for the projects subject to approval according to law) ”。
According to the verification of our lawyers, as of the date of issuance of this legal opinion, the company does not need to be terminated in accordance with laws, administrative regulations, normative documents and the articles of association of Muyuan Foods Co.Ltd(002714) (hereinafter referred to as the “articles of association”), nor does it need to terminate the listing qualification.
(II) Muyuan Foods Co.Ltd(002714) there is no circumstance that the incentive plan shall not be implemented
According to the audit report on the financial statements of Muyuan Foods Co.Ltd(002714) 2020 merger and parent company (zths Zi (2021) No. 140017) issued by zhongxinghua Certified Public Accountants (special general partnership) and the written statement issued by the company and verified by our lawyers, as of the date of issuance of this legal opinion, Muyuan Foods Co.Ltd(002714) there are no following circumstances that prohibit the implementation of equity incentive plan as stipulated in Article 7 of the administrative measures:
1. The financial and 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 latest fiscal year is an audit report with a negative opinion or unable to express an opinion issued by a certified public accountant;
3. Failure to distribute profits in accordance with laws and regulations, articles of association and public commitments within the last 36 months after listing;
4. Equity incentive is not allowed according to laws and regulations;
5. Other circumstances recognized by the CSRC.
In conclusion, our lawyers believe that Muyuan Foods Co.Ltd(002714) is a joint stock limited company established and effectively existing according to law. There is no situation that equity incentive plan shall not be implemented as stipulated in Article 7 of the administrative measures. The company has the subject qualification to implement this incentive plan.
2、 Main contents and legal compliance of this incentive plan
On February 11, 2022, The fifth meeting of the Fourth Board of directors of the company deliberated and approved the proposal on the Muyuan Foods Co.Ltd(002714) 2022 restricted stock incentive plan (Draft) and its summary, the proposal on the measures for the implementation and assessment of the Muyuan Foods Co.Ltd(002714) 2022 restricted stock incentive plan, and the proposal on submitting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive And other proposals related to this incentive plan. According to the relevant provisions of the administrative measures, our lawyers have checked the contents of the Muyuan Foods Co.Ltd(002714) 2022 restricted stock incentive plan (Draft) (hereinafter referred to as the “incentive plan (Draft)”), as follows:
(I) specific contents of this incentive plan
According to the incentive plan (Draft), the incentive tool adopted in this incentive plan is restricted stock.
The number of restricted shares to be granted in this incentive plan is 81080700 shares, accounting for 1.54% of the total share capital of the company at the time of signing this incentive plan of 5262358594 shares. Among them, 64.8645 million shares were granted for the first time, accounting for 80% of the total amount of restricted stock grants, 1.23% of the total share capital of the company when the incentive plan was signed, 16.2162 million shares were reserved, accounting for 20% of the total amount of restricted stock grants and 0.31% of the total share capital of the company when the incentive plan was signed. The number of restricted shares granted to any incentive object in this incentive plan does not exceed 1% of the total share capital of the company at the time of announcement of the draft incentive plan.
The total number of shares involved in all equity incentive plans of the company within the validity period shall not exceed 10% of the total share capital of the company, which is in line with the provisions of paragraph 2 of Article 14 of the administrative measures.
1. Specific contents of restricted stock incentive plan
(1) Stock source of restricted stock incentive plan
The stock source of the restricted stock incentive plan is the company’s directional issuance of A-share common shares to the incentive object, which is in line with the provisions of Article 12 of the administrative measures.
(2) Number and types of shares in the restricted stock incentive plan
The number of restricted shares to be granted in this incentive plan is 81080700 shares, accounting for 1.54% of the total share capital of the company at the time of signing this incentive plan of 5262358594 shares. Among them, 64.8645 million shares were granted for the first time, accounting for 80% of the total amount of restricted stock grants, 1.23% of the total share capital of the company when the incentive plan was signed, 16.2162 million shares were reserved, accounting for 20% of the total amount of restricted stock grants and 0.31% of the total share capital of the company when the incentive plan was signed. The number of restricted shares granted to any incentive object in this incentive plan does not exceed 1% of the total share capital of the company at the time of announcement of the draft incentive plan.
The incentive plan (Draft) stipulates the number of restricted shares granted, the types of shares, the number and proportion of reserved rights and interests, of which the reserved proportion does not exceed 20% of the number of rights and interests to be granted in this incentive plan, which is in line with the provisions of paragraph 1 of Article 15 of the administrative measures.
(3) Distribution of restricted shares granted to incentive objects
The distribution of restricted shares granted to incentive objects in this incentive plan is as follows:
Name: the proportion of restricted shares granted in the proportion of restricted shares granted in the total number of announcement votes (10000 shares) of the incentive plan and the proportion of total daily share capital
Cao Zhinian, executive vice president and financial director 16.35 0.20% 0.0031%
Yang Ruihua, vice president 24.52 0.30% 0.0047%
Vice President Chu Ke 9.81 0.12% 0.0019%
Qin Jun, Secretary of the board of directors and Chief Strategic Officer 4.35 0.05% 0.0008%
Gao Zhen, head of Finance Department 24.52 0.30% 0.0047%
Wang Chunyan, chief human resources officer 19.62
