Hunan Yixing law firm
About Tangrenshen Group Co.Ltd(002567)
Legal opinion on the adjustment of stock option incentive plan and initial grant in 2022
Hunan Yixing law firm
February, 2002
...... Hunan Yixing law firm Changsha general office: No. 1506, First Avenue, No. 2, Wuyi West Road, Changsha Tel: 0731-82235259 82239176 Hunan Yixing law firm Zhuzhou branch: 10 / F, block B, Changjiang central business building, Tianyuan District, Zhuzhou Tel: 0731-28217646 28221003
catalogue
1、 This adjustment and the approval and authorization granted this time 3 II. Specific contents of this adjustment 5 III. specific conditions of this grant six
（1） The grant date of this grant six
（2） The object of this grant seven
（3） The conditions of this grant 9 IV. concluding comments 11...... Hunan Yixing law firm Changsha general office: No. 1506, First Avenue, No. 2, Wuyi West Road, Changsha Tel: 0731-82235259 82239176 Hunan Yixing law firm Zhuzhou branch: 10 / F, block B, Changjiang central business building, Tianyuan District, Zhuzhou Tel: 0731-28217646 28221003
Hunan Yixing law firm
About Tangrenshen Group Co.Ltd(002567)
Legal opinion on the adjustment of stock option incentive plan and initial grant in 2022
To: Tangrenshen Group Co.Ltd(002567)
Hunan Yixing law firm (hereinafter referred to as "the firm") is entrusted by Tangrenshen Group Co.Ltd(002567) (hereinafter referred to as "the company" or " Tangrenshen Group Co.Ltd(002567) ") to provide legal services for the company's 2022 stock option incentive plan project (hereinafter referred to as "the incentive plan", "the incentive plan" or "the 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"), the administrative measures for equity incentive of listed companies (2018 Amendment) (hereinafter referred to as the "administrative measures"), and other laws Regulations and normative documents, as well as the articles of association of Tangrenshen Group Co.Ltd(002567) (hereinafter referred to as the "articles of association"), the stock option incentive plan of Tangrenshen Group Co.Ltd(002567) 2022 (Draft) (hereinafter referred to as the "incentive plan (Draft)", and other documents, This legal opinion is issued on matters related to the adjustment of the incentive plan by the company (hereinafter referred to as "this adjustment") and matters related to the first grant of stock options to incentive objects by the company (hereinafter referred to as "this grant").
In order to issue this legal opinion, the approval and approval of this adjustment and this grant by the exchange Changsha General Office of Hunan Yixing law firm: No. 1506, 1st Avenue, No. 2, Wuyi West Road, Changsha Tel: 0731-82235259 82239176 Zhuzhou branch of Hunan Yixing law firm: 10 / F, block B, Changjiang central business building, Tianyuan District, Zhuzhou Tel: 0731-28217646 28221003 authorization, adjustment and other matters have been verified, Consulted the relevant documents of this adjustment and this grant, inquired about relevant matters to relevant personnel of the company and held necessary discussions.
In the course of the above-mentioned investigation, the company has obtained the following guarantee from the company: for the matters that the company considers necessary for the issuance of legal opinions, the company has provided all factual materials and information necessary for the issuance of legal opinions, all documents and information are true, complete, legal and valid, and the copies or copies of documents are consistent with the original or original, All signatures and seals on the document are authentic.
The exchange issues legal opinions in accordance with Chinese laws and regulations, rules and regulations of local governments and departments, normative documents, relevant provisions of the CSRC and the stock exchange, as well as the facts that have occurred or exist before the issuance date of this legal opinion.
This legal opinion only expresses opinions on the legality and compliance of this adjustment and the relevant legal matters granted this time.
This legal opinion is only used by the company for the purpose of implementing this incentive plan, and shall not be used for any other purpose without the prior written permission of the exchange.
The exchange agrees to take this legal opinion as one of the necessary legal documents for the company to implement this incentive plan, report or publicly disclose it together with other materials, and bear corresponding legal liabilities for the legal opinion issued.
Based on the above premises and limitations, our lawyers, in accordance with the requirements of relevant laws and regulations and in accordance with the recognized business standards, ethics and diligence spirit of the Chinese lawyer industry, hereby issue the following legal opinions:
...... Hunan Yixing law firm Changsha general office: No. 1506, First Avenue, No. 2, Wuyi West Road, Changsha Tel: 0731-82235259 82239176 Hunan Yixing law firm Zhuzhou branch: 10 / F, block B, Changjiang central business building, Tianyuan District, Zhuzhou Tel: 0731-28217646 28221003
1、 This adjustment and the approval and authorization granted this time
1. On January 8, 2022, the company held the 45th meeting of the 8th board of directors, deliberated and adopted the proposal on the stock option incentive plan in 2022 (Draft) and its summary, and the proposal on the measures for the implementation and assessment of the stock option incentive plan in 2022 Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company's 2022 stock option incentive plan and proposal on considering and convening the first extraordinary general meeting of shareholders in 2022. On the same day, the independent directors of the company expressed their independent opinions, It is believed that "the company's implementation of this equity incentive plan can further establish and improve the company's long-term incentive mechanism, fully mobilize the enthusiasm and creativity of employees, improve the cohesion of employees and the competitiveness of the company, effectively combine the interests of shareholders, the company and the personal interests of incentive objects, and promote the long-term, sustainable and healthy development of the company", Independent directors agree that the company will implement this equity incentive plan.
2. On January 8, 2022, the company held the 27th meeting of the eighth board of supervisors, deliberated and adopted the proposal on the stock option incentive plan in 2022 (Draft) and its summary Proposal on management measures for the implementation and assessment of 2022 stock option incentive plan and proposal on verifying the list of incentive objects of the company's 2022 stock option incentive plan.
3. From January 10, 2022 to January 20, 2022, the company publicized the names and positions of the incentive objects granted for the first time in the incentive plan on the company's official website. Within the time limit of publicity, no organization or individual raised objections or adverse reactions, and there was no feedback record. After the expiration of the publicity period, The company disclosed the Tangrenshen Group Co.Ltd(002567) Supervisor --------------------------------------------------------------------------------------------------------------------------------------------------- Hunan Yixing law firm Changsha general office: No. 1506, First Avenue, No. 2, Wuyi West Road, Changsha Tel: 0731-82235259 82239176 Hunan Yixing law firm Zhuzhou branch: Changjiang central business office, Tianyuan District, Zhuzhou City Tel: 0731-28217646 28221003, 10th floor, block B, building, verification opinions and publicity statement of the board of directors on the list of incentive objects of 2022 stock option incentive plan.
4. On January 26, 2022, the company held the first extraordinary general meeting of shareholders in 2022, deliberated and approved the proposal on the stock option incentive plan in 2022 (Draft) and its summary, and the proposal on the measures for the implementation and assessment of the stock option incentive plan in 2022 Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company's 2022 stock option incentive plan. All independent directors have been entrusted to vote in advance.
5. On February 16, 2022, the company held the 46th meeting of the 8th board of directors, deliberated and approved the proposal on adjusting the list of incentive objects and the number of rights and interests granted for the first time in the 2022 stock option incentive plan, and the proposal on granting stock options to incentive objects granted for the first time in the 2022 stock option incentive plan, Agree with the company to adjust the number of incentive objects and rights granted for the first time in the incentive plan accordingly; It is agreed to grant 54.906 million stock options to 857 incentive objects who meet the grant conditions on February 16, 2022 as the grant date of stock options for the first time. On the same day, the independent directors expressed independent opinions on this adjustment and this grant.
6. On February 16, 2022, the company held the 28th meeting of the 8th board of supervisors, deliberated and approved the proposal on adjusting the list of incentive objects and the number of rights and interests granted for the first time in the 2022 stock option incentive plan, and the proposal on granting stock options to incentive objects granted for the first time in the 2022 stock option incentive plan, Agree with the company to adjust the number of incentive objects and rights granted for the first time in the incentive plan accordingly; Same as ---------------------------------------------------------------------------------------------------------------------------- Hunan Yixing law firm Changsha general office: No. 1506, First Avenue, No. 2, Wuyi West Road, Changsha Tel: 0731-82235259 82239176 Hunan Yixing law firm Zhuzhou branch: Changjiang central business office, Tianyuan District, Zhuzhou City 10 / F, block B, building Tel: 0731-28217646 28221003
With February 16, 2022 as the grant date for the first grant of stock options, 54.906 million stock options were granted to 857 incentive objects who met the grant conditions.
In conclusion, the exchange believes that as of the date of issuance of this legal opinion, the company has obtained the necessary authorization and approval at this stage for this adjustment and this grant, and the above procedures have been performed in accordance with the relevant provisions of the company law, the securities law, the administrative measures and other relevant documents.
2、 Specific contents of this adjustment
According to the incentive plan (Draft), the resolutions of the 46th meeting of the 8th board of directors and the 28th meeting of the 8th board of supervisors of the company, the specific conditions of this adjustment are as follows:
In view of the 895 incentive objects determined in this incentive plan for the first time, a total of 38 incentive objects voluntarily give up the stock options to be granted due to resignation, job adjustment or personal reasons. According to the above situation and the authorization of the company's first extraordinary general meeting in 2022, the board of directors of the company adjusted the incentive objects and the number of rights and interests granted for the first time in the 2022 stock option incentive plan. After adjustment, the total number of incentive objects granted for the first time was adjusted from 895 to 857, and the number of stock options granted for the first time was adjusted from 55.49 million to 54.906 million.
The total number of stock options to be granted to incentive objects in this incentive plan is adjusted from 60 million to 59.416 million. The details are as follows:
Share options granted account for the total share capital of the company on the announcement date when the granted shares account for the total number of options (10000) in the number of names and positions of the draft incentive plan
---------------------------------------------------------------------------------------------------------------------------------------------Changsha General Office of Hunan Yixing law firm: No. 1506, First Avenue, No. 2, Wuyi West Road, Changsha Tel: 0731-82235259 82239176 Zhuzhou branch of Hunan Yixing law firm: Changjiang Central Business University, Tianyuan District, Zhuzhou City Building B, 10th floor, Tel: 0731-28217646 28221003
Proportion of proportion
Sun Shuangsheng, director and board of directors 40 0.67% 0.03%
1 secretary
2 Yang Zhi, chief financial officer 40 0.67% 0.03%
There are 2 directors and senior managers in total, 80 1.35% 0.07%
Middle and senior management, core or
3 backbone (technical / business) personnel, 5410.60 91.06% 4.49%
Total 855
