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Changing the disposal method of equity of the second phase of employee stock ownership plan
Legal opinion
Kangda FA Yi Zi [2022] No. 0379
February, 2002
Beijing Kangda law firm
about
Changing the disposal method of equity of the second phase of employee stock ownership plan
Legal opinion
Kangda FA Yi Zi [2022] No. 0379 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 ” Muyuan Foods Co.Ltd(002714) ” or “the company”) to act as the legal adviser of the company’s phase II employee stock ownership plan (hereinafter referred to as “the employee stock ownership 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 guidance on the pilot implementation of employee stock ownership plans by listed companies (hereinafter referred to as the “pilot guidance”) issued by the China Securities Regulatory Commission Express legal opinions on matters related to this ESOP in accordance with the provisions of current laws, regulations, rules and other normative documents such as the guidelines for self regulatory supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board (hereinafter referred to as “guidelines for self regulatory supervision No. 1”).
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) changing the disposal method of phase II employee stock ownership plan rights and interests (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 changing the equity disposal method of phase II employee stock ownership plan (hereinafter referred to as “this change of equity disposal method”), 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 change in the way of equity disposal 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、 Brief introduction to the implementation of the employee stock ownership plan
1. On April 7, 2016, the company held the 37th meeting of the second board of directors, deliberated and adopted the proposal on Muyuan Foods Co.Ltd(002714) phase II employee stock ownership plan (Draft) and its summary (non-public subscription). The independent directors of the company have expressed independent opinions on the employee stock ownership plan. On the same day, the company held the 21st Meeting of the second board of supervisors, deliberated and adopted the proposal on Muyuan Foods Co.Ltd(002714) phase II employee stock ownership plan (Draft) and its summary (non-public subscription).
On April 29, 2016, the company held the 39th meeting of the second board of directors, deliberated and adopted the proposal on Amending the second phase of the company’s employee stock ownership plan (Draft) (method of subscribing non-public Development Bank A shares) and its summary. The independent directors of the company have expressed independent opinions on the employee stock ownership plan. On the same day, the company held the 23rd Meeting of the second session of the board of supervisors, deliberated and adopted the proposal on Amending the second phase of the company’s employee stock ownership plan (Draft) (the way to subscribe for non-public Development Bank A shares) and its summary.
On May 25, 2016, the company held the second extraordinary general meeting of shareholders in 2016, deliberated and approved the proposal on Amending the second phase of the company’s employee stock ownership plan (Draft) (the way of subscribing non-public Development Bank A shares) and its summary. 2. On August 5, 2016, the company held the 43rd meeting of the second board of directors, deliberated and approved the proposal on the second revision of the company’s phase II employee stock ownership plan (Draft) (method of subscribing non-public A shares) and its summary. The independent directors of the company have expressed independent opinions on the employee stock ownership plan. On the same day, the company held the 26th meeting of the second board of supervisors, deliberated and adopted the proposal on the second revision of the company’s phase II employee stock ownership plan (Draft) (the way of subscribing non-public Development Bank A shares) and its summary.
On September 12, 2016, the company held the third extraordinary general meeting of shareholders in 2016, which deliberated and approved the proposal on the second revision of the company’s phase II employee stock ownership plan (Draft) (method of subscribing non-public Development Bank A shares) and its summary.
3. The duration of this ESOP expires on April 23, 2021. On October 23, 2020, the second phase of the company’s ESOP holders’ meeting and the second phase of the ESOP Management Committee agreed to extend the duration of the ESOP for 12 months, and the duration of the second phase of the company’s ESOP will expire on April 23, 2022.
4. On October 21, 2021, the second phase of the company’s ESOP holders’ meeting and the second phase of the ESOP Management Committee agreed to extend the duration of the ESOP for 12 months, and the duration of the second phase of the ESOP will expire on April 23, 2023.
2、 Approval and authorization of this change in equity disposal method
1. According to the provisions of the second phase of employee stock ownership plan (Draft) (method of subscribing non-public Development Bank A shares) (Second Revision), the general meeting of shareholders authorizes the board of directors to handle matters related to the employee stock ownership plan. The specific authorization matters are as follows: \u2003 (1) approve the scheme for the employee stock ownership plan to participate in the company’s non-public offering, allotment of shares or issuance of convertible bonds and other refinancing matters during the duration.
\u2003\u2003 (2) handle the locking and unlocking of the shares purchased by the employee stock ownership plan. \u2003\u2003 (3) change the management mode of employee stock ownership plan, asset management institution and custodian institution. \u2003\u2003 (4) termination of the stock ownership plan, including but not limited to early termination of the employee stock ownership plan and other matters. \u2003\u2003 (5) after the ESOP is reviewed and approved by the general meeting of shareholders, in case of any change in relevant laws, regulations and policies during the implementation year, the board of directors shall adjust the ESOP accordingly according to the newly issued laws, regulations and policies. \u2003\u2003 (6) manage other specific matters of the plan, except for the rights to be exercised by the general meeting of shareholders specified in relevant documents. 2. On February 11, 2022, the company held the fifth meeting of the Fourth Board of directors, deliberated and adopted the proposal on changing the equity disposal method of the company’s phase II employee stock ownership plan. On the same day, the independent directors of the company expressed independent opinions on the change of equity disposal method. On the same day, the company held the fifth meeting of the Fourth Board of supervisors, deliberated and adopted the proposal on changing the disposal method of the rights and interests of the company’s phase II employee stock ownership plan.
Our lawyers believe that as of the date of issuance of this legal opinion, the necessary approval and authorization have been obtained for the change of equity disposal method, Comply with the relevant provisions of the pilot guidance, self regulatory guidance No. 1, phase II employee stock ownership plan (Draft) (way to subscribe for non-public Development Bank A shares) (Second Revision) (hereinafter referred to as “Employee Stock Ownership Plan (Draft)”).
3、 Specific contents of this change in equity disposal method
According to the resolution of the fifth meeting of the Fourth Board of directors of the company, in order to make the employee stock ownership plan (Draft) more in line with the relevant spirit of the pilot guidance of the CSRC and equally protect the rights and interests of the participants of the employee stock ownership plan, the company plans to adjust the disposal method of the rights and interests of the employee stock ownership plan in the employee stock ownership plan (Draft). The details are as follows:
Before adjustment:
“IX. disposal measures for equity of employee stock ownership plan
(I) disposal method of ESOP equity
1. Unless otherwise specified in the draft of the shareholding plan, during the duration of the shareholding plan, the shares of the shareholding plan held by the holder shall not apply for withdrawal or transfer, nor be used for mortgage, pledge, guarantee and debt repayment.
2. Income can be distributed in each accounting year when the employee stock ownership plan exists. The holder obtains income according to the proportion of its share in the total share of the employee stock ownership plan. 3. Cash asset distribution: during the duration after the expiration of the lock-in period of the shareholding plan, when the shares of the shareholding plan are successively converted into cash, the holders are entitled to enjoy the rights and interests of the plan according to the proportion of their shares in the total shares of the shareholding plan.
……”
After adjustment:
“IX. disposal measures for equity of employee stock ownership plan
(I) disposal method of ESOP equity
1. Unless otherwise specified in the draft of the shareholding plan, during the duration of the shareholding plan, the shares of the shareholding plan held by the holder shall not apply for withdrawal or transfer, nor be used for mortgage, pledge, guarantee and debt repayment.
2. The equity disposal of the employee stock ownership plan includes but is not limited to cash distribution, transfer of stock rights and interests to the individual securities account of the holder, etc. the specific disposal method shall be decided by the management committee.
(1) Transfer all or part of the stock rights and interests that can be distributed to the holders to the individual securities account of each holder;
(2) The management committee shall choose the opportunity to sell all or part of the stock rights and interests and make cash distribution.
……”
4、 Concluding observations
To sum up, our lawyers believe that the company has obtained the necessary approval and authorization for the change of equity disposal method, which is in line with the relevant provisions of the company law, the securities law, the pilot guidance, the self regulatory guidance No. 1 and the employee stock ownership plan (Draft).
This legal opinion is made in duplicate and has the same legal effect.
(no text below)
(there is no text on this page, which is the signature and seal page of the legal opinion of Beijing Kangda law firm on Muyuan Foods Co.Ltd(002714) changing the equity disposal method of phase II employee stock ownership plan) Beijing Kangda law firm (official seal)
Unit leader: Qiao Jiaping handling lawyer: ye Jianfei
Hou Jie
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