Beijing Guofeng law firm
About Guangdong Rifeng Electric Cable Co.Ltd(002953)
Of 2020 restricted stock incentive plan
Matters related to the third repurchase and cancellation of restricted shares
Legal opinion
Gflzz [2020] an240-7
Beijing Guofeng law firm
Grandway Law Offices
7 / F, news building, No. 26, Jianguomen inner street, Dongcheng District, Beijing zip code: 100005
Tel: 010 － 88004488 / 66090088 Fax: 010 － 66090016
interpretation
In this legal opinion, unless the context otherwise requires, the following words or abbreviations have the following meanings:
Guangdong Rifeng Electric Cable Co.Ltd(002953) . Company refers to Guangdong Rifeng Electric Cable Co.Ltd(002953)
Incentive plan refers to the incentive plan of Guangdong Rifeng Electric Cable Co.Ltd(002953) 2020 restricted stock incentive plan
The articles of association refers to the Guangdong Rifeng Electric Cable Co.Ltd(002953) articles of association
Company Law refers to the company law of the people’s Republic of China
Securities Law refers to the securities law of the people’s Republic of China
The Administrative Measures refer to the administrative measures for equity incentive of listed companies
General meeting of shareholders refers to Guangdong Rifeng Electric Cable Co.Ltd(002953) general meeting of shareholders
Board of directors means the board of directors of Guangdong Rifeng Electric Cable Co.Ltd(002953) company
Board of supervisors refers to Guangdong Rifeng Electric Cable Co.Ltd(002953) board of supervisors
Beijing Guofeng law firm
Yuan means RMB yuan
Beijing Guofeng law firm
About Guangdong Rifeng Electric Cable Co.Ltd(002953)
Of 2020 restricted stock incentive plan
Matters related to the third repurchase and cancellation of restricted shares
Legal opinion
Gflzz [2020] an240-7
To: Guangdong Rifeng Electric Cable Co.Ltd(002953)
According to the lawyer service agreement signed between the firm and Guangdong Rifeng Electric Cable Co.Ltd(002953) the lawyer of the firm, as the special legal adviser of Guangdong Rifeng Electric Cable Co.Ltd(002953) this equity incentive, according to the company law, securities law, administrative measures and other laws, regulations, normative documents and relevant provisions of the articles of Association, This legal opinion is issued on matters related to the repurchase and cancellation of restricted shares in this incentive plan.
In order to issue this legal opinion, our lawyers have checked and verified the following facts and legal documents related to the cancellation of this Repurchase:
1. This incentive plan;
2. The procedures performed by the board of directors on the repurchase and cancellation of some restricted shares;
3. Procedures performed by the board of supervisors on the repurchase and cancellation of some restricted shares;
4. Independent opinions of the company’s independent directors on the repurchase and cancellation of some restricted shares;
5. Other documents that lawyers of the firm think need to be examined.
In accordance with the provisions of relevant laws, regulations and normative documents, and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, our lawyers have verified and verified the documents and facts related to the repurchase and cancellation of some restricted shares provided by Guangdong Rifeng Electric Cable Co.Ltd(002953) and hereby issue the following legal opinions:
1、 Procedures for cancellation of some restricted shares in this repurchase
According to the information provided by Guangdong Rifeng Electric Cable Co.Ltd(002953) and through inspection, Guangdong Rifeng Electric Cable Co.Ltd(002953) this repurchase and cancellation of some restricted shares has gone through the following procedures:
1. On September 4, 2020, the company held the third extraordinary general meeting of shareholders in 2020, deliberated and adopted the proposal on submitting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive. According to the authorization of the general meeting of shareholders, the board of directors has the right to handle the changes of the restricted stock incentive plan in accordance with the provisions of the incentive plan, including the repurchase and cancellation of the restricted stock whose sales restriction has not been lifted.
2. On March 4, 2022, the company held the 27th meeting of the Fourth Board of directors, deliberated and approved the proposal on repurchase and cancellation of some restricted shares, and agreed to repurchase and cancel a total of 46368 restricted shares held by the three incentive objects who have resigned but have not yet lifted the restrictions.
3. On March 4, 2022, the company held the 20th meeting of the Fourth Board of supervisors, deliberated and adopted the proposal on repurchase and cancellation of some restricted shares.
4. On March 4, 2022, the independent directors of the company expressed independent opinions on the cancellation of this repurchase, holding that the cancellation of restricted shares in this repurchase is in line with relevant laws and regulations such as the measures for the administration of equity incentives of listed companies, the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, and the incentive plan According to the provisions of the normative documents, the procedures are legal and compliant. The repurchase and cancellation of some restricted shares by the company this time will not affect the continuous operation of the company, nor will it damage the interests of the company and its shareholders, especially the minority shareholders. 5. On March 4, 2022, the company published Guangdong Rifeng Electric Cable Co.Ltd(002953) announcement on repurchase and cancellation of some restricted shares on the website of the stock exchange.
Upon examination, our lawyers believe that Guangdong Rifeng Electric Cable Co.Ltd(002953) this repurchase and cancellation of some restricted shares meets the cancellation conditions Guangdong Rifeng Electric Cable Co.Ltd(002953) the procedures performed for the cancellation of some restricted shares in this repurchase comply with the provisions of the administrative measures and the incentive plan. The share cancellation procedures have yet to be handled in accordance with the company law, the articles of association and relevant provisions, and the industrial and commercial registration of changes to reduce the registered capital has been handled after the deliberation of the general meeting of shareholders.
2、 The number and price of some restricted shares cancelled in this repurchase
According to the incentive plan, the proposal on adjusting the number of incentive objects and grants granted for the first time in the company’s 2020 restricted stock incentive plan, and the proposal on granting restricted shares to the incentive objects of the company’s 2020 restricted stock incentive plan for the first time, which were deliberated and adopted at the eighth meeting of the Fourth Board of directors of the company, Guangdong Rifeng Electric Cable Co.Ltd(002953) granted a total of 1799836 restricted shares to 49 incentive objects for the first time, of which 46368 restricted shares were granted to 3 incentive objects involved in the repurchase cancellation, with the grant price of 13.75 yuan / share.
According to the proposal on adjusting the repurchase price and repurchase quantity of restricted shares in 2020 deliberated and adopted at the 18th meeting of the Fourth Board of directors of the company, the repurchase price of restricted shares is adjusted to 9.736 yuan / share.
Therefore, the repurchase quantity of some restricted shares cancelled in this repurchase is 46368 shares, and the repurchase price is 9.736 yuan / share.
Upon examination, our lawyers believe that the number and price of Guangdong Rifeng Electric Cable Co.Ltd(002953) this repurchase and cancellation of some restricted shares comply with the provisions of the incentive plan.
3、 Concluding observations
In conclusion, our lawyers believe that Guangdong Rifeng Electric Cable Co.Ltd(002953) this repurchase and cancellation of some restricted shares complies with the provisions of the company law, the securities law, the administrative measures and the incentive plan. As of the date of issuance of this supplementary legal opinion, Guangdong Rifeng Electric Cable Co.Ltd(002953) has fulfilled the procedures that should be performed at this stage of repurchase cancellation, except that the relevant procedures for capital reduction and share cancellation registration have yet to be handled in accordance with the company law, the articles of association and relevant provisions.
This legal opinion is made in triplicate.
(there is no text on this page, which is the signature page of the legal opinion of Beijing Guofeng law firm on matters related to the third repurchase and cancellation of restricted shares of Guangdong Rifeng Electric Cable Co.Ltd(002953) 2020 restricted stock incentive plan)
person in charge
Li Guo Zhang
Handling lawyer of Beijing Guofeng law firm
Sang Jian
Wen dingxiong
March 4, 2022
