Hunan Qiyuan law firm
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Yuan Longping High-Tech Agriculture Co.Ltd(000998) implementation of the first phase of the employee stock ownership plan of the long-term service plan
Legal opinion
February, 2002
catalogue
1、 The company's subject qualification for the implementation of this employee stock ownership plan 2. Legality and compliance of this ESOP 3. Legal procedures involved in this ESOP 6 IV. legality and compliance of avoidance voting arrangement 7 v. legality and compliance of the way of participation in the company's financing 8 VI. legality and compliance of the relationship of concerted action 8 VII. Information disclosure of this employee stock ownership plan 8. Concluding comments 9 to: Yuan Longping High-Tech Agriculture Co.Ltd(000998)
Hunan Qiyuan law firm (hereinafter referred to as "the firm") has accepted the entrustment of Yuan Longping High-Tech Agriculture Co.Ltd(000998) (hereinafter referred to as "the company" or " Yuan Longping High-Tech Agriculture Co.Ltd(000998) ") to act as the special legal adviser for the implementation of the first phase of the employee stock ownership plan (hereinafter referred to as "this Employee Stock Ownership Plan" or "Employee Stock Ownership Plan") of the company's long-term service plan. 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 guidance on the pilot implementation of employee stock ownership plan by listed companies (hereinafter referred to as the "pilot guidance") issued by the China Securities Regulatory Commission The provisions of relevant national laws, regulations and normative documents such as the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board (hereinafter referred to as the "self regulatory guidelines No. 1") and the Yuan Longping High-Tech Agriculture Co.Ltd(000998) articles of Association (hereinafter referred to as the "articles of association") issued by Shenzhen Stock Exchange, Check and verify the relevant documents provided by the company in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, and issue this legal opinion on the employee stock ownership plan to be implemented by the company.
In order to issue this legal opinion, our lawyers have reviewed the employee stock ownership plan (Draft) of phase I of Yuan Longping High-Tech Agriculture Co.Ltd(000998) long term service plan (hereinafter referred to as "Stock Ownership Plan (Draft)"), the measures for the administration of employee stock ownership plan of phase I of Yuan Longping High-Tech Agriculture Co.Ltd(000998) long term service plan (hereinafter referred to as "stock ownership management measures"), the relevant documents of the board of directors The meeting documents of the board of supervisors, the company's written instructions and other documents that the bourse deems necessary to be reviewed, and the relevant facts and materials are verified and verified by querying the public information of government departments.
With regard to this legal opinion, our lawyer makes the following statement:
1. In the course of work, our lawyers have been guaranteed by Yuan Longping High-Tech Agriculture Co.Ltd(000998) : the company has provided authentic original written materials, copies or oral testimony necessary for the issuance of this legal opinion without any omission or concealment; The copy materials or copies provided are completely consistent with the original or the original. All signatures and seals in the documents provided by the company are authentic, and the copies, copies or faxes of the documents are consistent with the original. For the fact that this legal opinion is very important and cannot be supported by independent evidence, the exchange relies on the supporting documents issued by relevant government departments, companies and other relevant units.
2. The lawyers of the firm shall express legal opinions in accordance with the facts that have occurred or exist before the date of issuance of this legal opinion, the current national laws, regulations and normative documents such as the company law, the securities law and the relevant provisions of the CSRC.
3. The legal opinions issued by this office or other relevant legal documents that can not be checked and supported by the legal opinions issued by the competent authorities are crucial to the fact 998} of this office.
4. In accordance with the provisions of the securities law, the measures for the administration of securities legal business by law firms and the rules for the practice of securities legal business by law firms (for Trial Implementation), and 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, due 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.
5. This legal opinion only expresses legal opinions on legal issues in China related to this ESOP, but does not express opinions on the rationality of the underlying stock value, assessment standards and other issues involved in this ESOP, as well as accounting, finance and other non legal professional matters.
6. This legal opinion is only Yuan Longping High-Tech Agriculture Co.Ltd(000998) for the purpose of implementing this ESOP and shall not be used for any other purpose. The lawyers of the firm agree to announce this legal opinion as a necessary document for the implementation of the employee stock ownership plan, and bear corresponding legal liabilities for the legal opinions issued in accordance with the law.
Based on the above statement and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, we have verified and verified the relevant documents and facts provided by the company, and issued the following legal opinions on the company's employee stock ownership plan:
1、 The company is qualified to implement the employee stock ownership plan
(I) the company is established in accordance with the law and publicly issued shares for listing
After verification, Yuan Longping High-Tech Agriculture Co.Ltd(000998) was established on June 30, 1999 and now holds the business license with the unified social credit code of 914300007121924698 issued by Hunan market supervision and Administration Bureau. Its domicile is 518, block a, No. 618 Heping Road, Furong district, Changsha. Its legal representative is Mao Changqing and the enterprise type is other joint stock limited companies (listed), The registered capital is 131697029800 yuan, The business scope is "The production, processing, packaging, cultivation, propagation, promotion and sales of high-tech crop seeds and seedlings dominated by rice, corn and vegetables; the development, promotion and sales of new pesticides and chemical fertilizers, and the high-quality deep processing and sales of agricultural and sideline products; providing agricultural high-tech development and achievement transfer, agricultural technology consulting and training services; operating the import and export of goods and technologies Service; Land development investment and other investment businesses with its own assets (not engaged in national financial supervision and financial credit businesses such as deposit absorption, fund-raising and collection, entrusted loans, issuance of bills and loans); Land consolidation and restoration. (for projects subject to approval according to law, business activities can be carried out only after being approved by relevant departments) ", the business term is from June 30, 1999 to no fixed term. On May 10, 2000, the company made an initial public offering of 55 million RMB common shares (A shares) with an issue price of 12.98 yuan per share with the approval of the China Securities Regulatory Commission's Zheng Jian FA FA Zi [2000] No. 61 document.
With the approval of Shenzhen Stock Exchange SZS No. 2000 [156] stock listing confirmation, the company's shares were listed on Shenzhen Stock Exchange on December 11, 2000, with the stock code "000998".
(II) the company exists effectively according to law
According to the verification of the business license held by Yuan Longping High-Tech Agriculture Co.Ltd(000998) according to law and the current effective articles of association, the company does not need to be terminated in accordance with laws, regulations, normative documents and the articles of association.
In conclusion, the exchange believes that as of the date of issuance of this legal opinion, Yuan Longping High-Tech Agriculture Co.Ltd(000998) is a joint stock limited company legally established and effectively existing. The company's shares are listed and traded in Shenzhen Stock Exchange, and there is no need to terminate in accordance with laws, regulations and the articles of Association, The company has the subject qualification for the implementation of the employee stock ownership plan specified in the pilot guidance.
2、 Legality and compliance of this ESOP
(I) February 14, 2022, The 14th (Interim) meeting of the 8th board of directors of the company deliberated and approved the proposal on the outline of the company's long-term service plan, the proposal on changing the purpose of share repurchase, and the proposal on the first phase of the company's employee stock ownership plan (Draft) and summary of the company's long-term service plan The proposal on the first phase of the company's "management measures for employee shareholding plan" of the long-term service plan, proposal on requesting the shareholders' meeting to authorize the board of directors to handle the related matters of the first phase employee shareholding plan, etc. are related to the employee shareholding plan.
(II) according to the stock ownership plan (Draft), our lawyers checked the relevant matters of the employee stock ownership plan item by item according to the relevant provisions of the pilot guidance:
1. According to the company's instructions and the verification of our lawyers, as of the date of issuance of this legal opinion, the company has implemented the procedures in strict accordance with the provisions of laws, administrative regulations and normative documents, and has truly, accurately, completely and timely implemented the information disclosure, and there is no insider trading The situation of securities fraud such as manipulation of the securities market meets the requirements of paragraph (I) of part I of the pilot guidance on the principle of compliance according to law.
2. According to the instructions of the company and the employees participating in the employee stock ownership plan, the employee stock ownership plan follows the principle of independent decision of the company and voluntary participation of employees. There is no situation that the company forces employees to participate in the employee stock ownership plan by means of apportionment and forced distribution, which meets the requirements of paragraph (II) of part I of the pilot guidance on the principle of voluntary participation.
3. According to the stock ownership plan (Draft), the participants participating in the employee stock ownership plan will be responsible for their own profits and losses, bear their own risks, have equal rights and interests with other investors, and meet the requirements of the principle of risk bearing in paragraph (III) of part I of the pilot guidance.
4. According to the stock ownership plan (Draft) and confirmed by the company, the participants of the employee stock ownership plan are the company's directors (excluding independent directors), supervisors, senior managers, personnel in other key positions and core technical (business) personnel. The total number of participants in this ESOP will not exceed 800, and the specific number of participants will be determined according to the actual contributions of employees. Accordingly, the exchange believes that the criteria for determining the above participants are in line with the provisions on the participants of the employee stock ownership plan in paragraph (IV) of Part II of the pilot guidance.
5. According to the stock ownership plan (Draft) and confirmed by the company, the capital sources of the participants are the legal salary of employees, self raised funds and funds obtained by other means permitted by laws and regulations. The company does not provide financial assistance such as advance, guarantee and loan to the participants, nor does a third party provide rewards, subsidies and subsidies to the participants The situation of such arrangements as finding out the bottom is in line with the provisions of item 1, paragraph (V) of Part II of the pilot guidance.
6. According to the stock ownership plan (Draft) and confirmed by the company, the stock source of the employee stock ownership plan is the shares repurchased through the repurchase plan deliberated and approved by the 19th (Interim) meeting of the seventh board of directors and the third (Interim) general meeting of shareholders in 2018 held on October 12, 2018 and October 30, 2018 respectively, Comply with the provisions of item 2, paragraph (V) of Part II of the pilot guidance.
7. According to the stock ownership plan (Draft), the duration of the employee stock ownership plan shall not exceed 60 months, calculated from the date when the company's general meeting of shareholders deliberates and approves the employee stock ownership plan; The statutory unlocking period of the underlying stock obtained by the employee stock ownership plan is 12 months, calculated from the date when the company announces the completion of the transfer of the underlying stock. After the expiration of the legal lock-in period, the underlying shares held under the employee stock ownership plan will be unlocked in batches. The unlocking time points are 12 months, 24 months and 36 months respectively from the date when the company announces the completion of the transfer of the underlying shares. The above contents comply with the provisions of item 1, paragraph (VI) of Part II of the pilot guidance.
8. According to the stock ownership plan (Draft), the total number of shares subscribed for in this ESOP shall not exceed 23001458, accounting for 1.75% of the total share capital of the company at the time of the announcement of this ESOP. The final number of subject shares transferred shall be subject to the actual implementation. After the implementation of the employee stock ownership plan, the total number of shares held by all effective employee stock ownership plans of the company shall not exceed 10% of the total share capital of the company, and the total number of shares corresponding to the share of employee stock ownership plan obtained by a single holder shall not exceed 1% of the total share capital of the company. The above contents comply with the provisions of item 2, paragraph (VI) of Part II of the pilot guidance.
9. According to the stock ownership plan (Draft) and stock ownership management measures, the employee stock ownership plan will be managed by itself after its establishment, and the internal top management authority is the holder meeting. The shareholders' meeting elects the management committee and authorizes the management committee as the management party to be responsible for the daily management of the employee stock ownership plan. The shareholding management measures clearly stipulates the responsibilities of the management committee and takes sufficient risk prevention and isolation measures. The board of directors of the company is responsible for drafting and revising the draft plan, and handling other relevant matters of the employee stock ownership plan within the scope authorized by the general meeting of shareholders. The above contents comply with the provisions of paragraph (VII) of Part II of the pilot guidance.
10. After consulting the stock holding plan (Draft), the following items have been clearly stipulated in the employee shareholding plan: (1) the purpose of the employee shareholding plan; (2) Basic principles of employee stock ownership plan; (3) Criteria for determining the participants of the employee stock ownership plan; (4) The source and scale of funds, participants and share distribution of the employee stock ownership plan; (5) The stock source, scale and purchase price of the employee stock ownership plan; (6) The duration of the ESOP and the lock-in period of the underlying shares involved; (7) Assessment criteria of employee stock ownership plan; (8) The management mode of employee stock ownership plan; (9) Asset composition and equity disposal methods of employee stock ownership plan; (10) Identification of the relationship between related parties of the employee stock ownership plan or persons acting in concert; (11) Accounting treatment of employee stock ownership plan and its impact on operating performance; (12) Changes and termination of employee stock ownership plans and decision-making procedures; (13) Procedures for the implementation of employee stock ownership plans; (14) Risk prevention and isolation measures of employee stock ownership plan; (15) Other important matters shall comply with the provisions of paragraph (IX) of Part III of the pilot guidance.
In conclusion, the exchange believes that the ESOP complies with the relevant provisions of the pilot guidance.
3、 Legal procedures involved in this ESOP
(I) according to the meeting documents and information disclosure announcement provided by the company, as of the issuance date of this legal opinion, the company has performed the following procedures for the implementation of this ESOP:
1、2022
