Hunan Qiyuan law firm
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Yueyang Forest & Paper Co.Ltd(600963) the 2020 restricted stock incentive plan grants reserved restricted shares to incentive objects
Legal opinion
410007, 17 / F, block a, Jiatian international new town, No. 359, Section 2, Furong Middle Road, Changsha, Hunan Tel: (0731) 82953-778 Fax: (0731) 82953-779 website: www.qiyuan.com com.
To: Yueyang Forest & Paper Co.Ltd(600963)
Hunan Qiyuan law firm (hereinafter referred to as "Qiyuan" or "the firm") accepts the entrustment of Yueyang Forest & Paper Co.Ltd(600963) (hereinafter referred to as " Yueyang Forest & Paper Co.Ltd(600963) ", "the company" or "the listed company") to act as the special legal adviser of Yueyang Forest & Paper Co.Ltd(600963) 2020 restricted stock incentive plan (hereinafter referred to as "the incentive plan", "the incentive plan" or "the incentive plan").
According to 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"), the measures for the administration of equity incentive of listed companies (hereinafter referred to as the "administrative measures") and other existing laws The relevant provisions of laws, regulations and normative documents and the Yueyang Forest & Paper Co.Ltd(600963) articles of Association (hereinafter referred to as the "articles of association"), in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, This legal opinion is hereby issued on the granting of reserved restricted shares (hereinafter referred to as "this grant") to incentive objects in the company's 2020 restricted stock incentive plan.
The Office (including the handling lawyer) declares as follows:
(I) the exchange issues legal opinions in accordance with Chinese laws, regulations, rules of local governments and departments, normative documents, relevant provisions of the CSRC and stock exchanges, and facts that have occurred or exist before the date of issuance of this legal opinion.
(II) the exchange has strictly performed its statutory duties, followed the principles of diligence and good faith, and fully verified the legality, compliance, authenticity and effectiveness of the company's behavior and this application, so as to ensure that there are no false records, misleading statements and major omissions in this legal opinion.
(III) the exchange agrees to take this legal opinion as one of the necessary documents of the company's incentive plan, report or publicly disclose it together with other application materials, and bear corresponding legal liabilities for the legal opinion issued in accordance with the law.
(IV) the legal opinion issued by the exchange is based on the company's assurance to the exchange that the company and its actual controllers, directors, supervisors, other senior managers and relevant natural persons have provided the exchange with the original written materials, copies or oral testimony that the exchange deems necessary for issuing legal opinions, which are true, complete and effective, and there is no concealment, falsehood or major omission, The signatures and / or seals on all materials are true and valid.
(V) when issuing legal opinions, the exchange has fulfilled the special duty of care of legal professionals for legal professional matters and the general duty of care of ordinary people for non legal professional matters such as accounting, evaluation and credit rating. (VI) for the fact that the legal opinion issued by the exchange is very important and cannot be supported by independent evidence, the exchange shall issue opinions according to the certificates issued by the company, relevant government departments and other relevant institutions, organizations or individuals. The evidence and materials obtained from independent third-party institutions such as state organs, organizations with the function of managing public affairs, accounting firms, asset evaluation institutions, credit rating agencies and notary institutions will be directly used as the basis for issuing legal opinions after performing the general duty of care. The reference in our legal opinions to professional documents such as capital verification report, audit report, audited financial report, audit or assurance report, asset evaluation report, credit rating report and some data and / or conclusions in the legal opinions issued by lawyers outside China does not mean that our legal opinions are true, accurate Make any express or implied guarantee of integrity and / or bear joint and several liabilities.
(VII) this legal opinion is only for the purpose of the company's implementation of this incentive plan, and shall not be used for any other purpose without the written consent of the exchange.
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1、 Approval and authorization of this adjustment and grant
(I) on December 31, 2020, the company held the 27th meeting of the seventh board of directors, deliberated and adopted the proposal on the company's 2020 restricted stock incentive plan (Draft) and its summary, and the proposal on the company's assessment and management measures for the implementation of 2020 restricted stock incentive plan Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company's 2020 restricted stock incentive plan and other relevant proposals. The independent directors of the company expressed independent opinions on the relevant proposals of the incentive plan.
On the same day, the company held the 10th meeting of the 7th board of supervisors, deliberated and passed the proposal on the company's 2020 restricted stock incentive plan (Draft) and its summary, the proposal on the company's assessment and management measures for the implementation of 2020 restricted stock incentive plan, and the proposal on the company's list of incentive objects of 2020 restricted stock incentive plan. The board of supervisors of the company verified the relevant matters of the incentive plan and issued relevant verification opinions.
(II) on April 30, 2021, the company held the 2020 annual general meeting of shareholders, deliberated and passed the proposal on the company's 2020 restricted stock incentive plan (Draft) and its summary, and the proposal on the company's assessment management measures for the implementation of 2020 restricted stock incentive plan Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company's 2020 restricted stock incentive plan.
(III) according to the authorization of the 2020 annual general meeting of shareholders, on June 7, 2021, the company held the 31st meeting of the seventh board of directors, deliberated and adopted the proposal on adjusting the relevant matters of the 2020 restricted stock incentive plan and the proposal on granting restricted shares to incentive objects for the first time. The independent directors of the company expressed independent opinions on the above matters.
(IV) on November 30, 2021, the company held the 40th meeting of the 7th board of directors, deliberated and adopted the proposal on suspending the granting of restricted shares to incentive objects under the 2020 restricted stock incentive plan. The independent directors of the company expressed independent opinions on the above matters.
(V) on February 11, 2022, the company held the third meeting of the eighth board of directors, deliberated and adopted the proposal on granting reserved restricted shares to incentive objects. The independent directors of the company expressed independent opinions on the above matters.
On the same day, the company held the second meeting of the eighth board of supervisors, deliberated and approved the proposal on granting reserved restricted shares to incentive objects, and verified the list of incentive objects granted restricted shares this time.
In conclusion, the exchange believes that the relevant matters of this grant have obtained the necessary approval and authorization, and comply with the relevant provisions of the management measures, the articles of association and the incentive plan (Draft).
2、 Specific contents of this grant
(I) date of this grant
According to the authorization of the company's 2020 annual general meeting of shareholders to the board of directors, the proposal on granting reserved restricted shares to incentive objects was deliberated and adopted at the third meeting of the eighth board of directors of the company, and February 11, 2022 was determined as the grant date of this grant.
(II) grant object and quantity
According to the resolution of the third meeting of the eighth board of directors of the company and other documents provided by the company, the board of directors of the company agreed to grant a total of 3564946 restricted shares to 29 incentive objects meeting the grant conditions, with the grant price of 4.27 yuan / share.
(III) conditions of this grant
According to the relevant provisions of the management measures and incentive plan (Draft), the company shall meet the following conditions when granting incentives to incentive objects:
1. The company is not under any of the following circumstances:
(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.
2. The incentive object does not have any of the following situations:
(1) Being identified as an inappropriate candidate by the stock exchange within the last 12 months;
(2) In the last 12 months, it has been identified as an inappropriate candidate by the CSRC and its dispatched offices;
(3) Being administratively punished by the CSRC and its dispatched offices or taking market entry prohibition measures for major violations of laws and regulations in the last 12 months;
(4) Those who are not allowed to serve as directors or senior managers of the company as stipulated in the company law;
(5) Those who are not allowed to participate in the equity incentive of listed companies according to laws and regulations;
(6) Other circumstances recognized by the CSRC.
According to the confirmation of the company and the verification of our lawyers, as of the date of issuance of this legal opinion, the company and the incentive objects granted this time do not have the above circumstances that restricted shares cannot be granted, and the conditions for granting Restricted Shares specified in the incentive plan (Draft) have been met.
In conclusion, the exchange believes that as of the date of issuance of this legal opinion, the conditions for the grant of Restricted Shares specified in the incentive plan (Draft) have been met, and the determination of the grant date, grant objects and grant quantity of this grant comply with the relevant provisions of the administrative measures and the incentive plan (Draft).
3、 Concluding observations
In conclusion, the exchange believes that as of the date of issuance of this legal opinion, this grant has obtained the necessary approval and authorization; The granting conditions of Restricted Shares specified in the incentive plan (Draft) have been met, and the determination of the granting date, the granting object and the granting quantity of this grant comply with the relevant provisions of the administrative measures and the incentive plan (Draft); This grant still needs to fulfill the corresponding information disclosure obligations and handle the registration of stock grant in accordance with the provisions of relevant laws, regulations and normative documents.
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Principal: our lawyer:
Ding Shaobo, Xu Ye
Our lawyer:
Cheng MiWen
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