Guohao law firm (Beijing)
About
Guanghui Logistics Co.Ltd(600603)
Matters related to the repurchase and cancellation of some restricted shares and cancellation of some stock options under the restricted stock and stock option incentive plan in 2018
of
Legal opinion
9th floor, Taikang financial building, No. 38, North East Third Ring Road, Chaoyang District, Beijing 100026
9/F, Taikang Financial Tower, 38 North Road East Third Ring, Chaoyang District, Beijing 100026, China
Tel: (+ 86) (10) 65890699 Fax: (+ 86) (10) 65176800
Website: www.grandall.com com. cn.
March 2022
catalogue
interpretation...... one
Section I Introduction two
Section II text four
1、 Approval and authorization of this repurchase cancellation four
2、 The reason, quantity and price of this repurchase cancellation eight
3、 Concluding observations 8 I
interpretation
Unless otherwise specified, the relevant words in this legal opinion have the following specific meanings:
Guanghui Logistics Co.Ltd(600603) 2018 restricted stock and stock period this incentive plan refers to
Right incentive plan
Guanghui Logistics Co.Ltd(600603) . Company refers to Guanghui Logistics Co.Ltd(600603)
This office refers to Guohao law firm (Beijing)
The directors, senior managers, core managers and key business incentive objects of the company who obtain stock options or restricted shares in accordance with the provisions of this incentive plan refer to
Personnel and senior executives of subsidiaries and other personnel deemed necessary by the board of directors
The company grants incentive objects stock options at a predetermined price within a certain period of time in the future
The right to purchase a certain number of shares of the company on terms and conditions
According to the conditions and prices stipulated in the incentive plan, the company grants a certain number of company shares to the incentive object, and these shares are set with restricted shares for a certain period of time
During the restricted sales period, the restricted sales and circulation can be lifted only after the conditions for lifting the restricted sales specified in the incentive plan are met
The exercise price refers to the price at which the incentive object purchases the company's shares determined in the incentive plan
The grant price refers to the price of each restricted stock granted by the company to the incentive object
The company's repurchase cancellation refers to the cancellation of this repurchase if the incentive plan has been granted but the sales restriction has not been lifted
Restricted shares and cancellation of stock options granted but not yet exercised
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
The articles of association refers to the Guanghui Logistics Co.Ltd(600603) articles of association
The Guanghui Logistics Co.Ltd(600603) 2018 restricted stock and stock incentive plan (Draft) refers to
Option incentive plan (Draft)
Guanghui Logistics Co.Ltd(600603) 2018 restricted stock and stock period assessment management measures refer to
Management measures for the implementation and assessment of incentive plan
Yuan means RMB yuan
Guohao law firm (Beijing)
About Guanghui Logistics Co.Ltd(600603)
2018 restricted stock and stock option incentive plan
Repurchase and cancellation of some restricted shares and cancellation of some stock options
Legal opinions on relevant matters
Guo Hao Jing Zheng Zi [2022] No. 0165 to: Guanghui Logistics Co.Ltd(600603)
According to the special legal service agreement signed between Guanghui Logistics Co.Ltd(600603) and the exchange, the exchange is entrusted to act as the special legal adviser for Guanghui Logistics Co.Ltd(600603) implementing the incentive plan, and in accordance with the provisions of relevant laws, regulations and normative documents such as the company law, the securities law and the administrative measures, and in accordance with the business standards, ethics and diligence recognized by the lawyer industry, This legal opinion is issued for Guanghui Logistics Co.Ltd(600603) this incentive plan to repurchase and cancel some restricted shares granted but not yet lifted, and cancel some stock options granted but not yet exercised.
Section I Introduction
For this legal opinion issued by the exchange, the exchange makes the following statement:
1. Our lawyers only express legal opinions on the facts that have occurred or exist before the date of issuance of this legal opinion in accordance with the current effective laws, regulations and normative documents of China;
2. Our lawyers have strictly performed their statutory duties and followed the principles of diligence and good faith in accordance with the provisions of the securities law, the measures for the administration of law firms engaging in securities legal business, the rules for the practice of securities legal business of law firms (for Trial Implementation), and the facts that have occurred or exist before the date of issuance of the legal opinion, Have conducted sufficient verification and verification (hereinafter referred to as "verification") to ensure that the facts identified in the 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;
3. Our lawyers agree that the company may quote part or all of the contents of this legal opinion in the relevant documents of this incentive plan; However, when the company makes the above quotation, it shall not cause legal ambiguity or misinterpretation due to the quotation; 4. The company has guaranteed that it has provided all factual materials, approval documents, certificates and other relevant documents necessary for the issuance of this legal opinion to the lawyers of the firm. All documents are true, legal, complete and effective, without any false records, misleading statements or major omissions, and all signatures and seals on the documents are true, All copies or duplicates are completely consistent with the original or the original;
5. For the fact that this legal opinion is very important and cannot be supported by independent evidence, our lawyers rely on the supporting documents, testimony or copies of documents issued by relevant government departments, companies, other relevant units or relevant persons to issue legal opinions;
6. Our lawyers have reviewed and judged all documents related to the issuance of this legal opinion and issued legal opinions accordingly;
7. This legal opinion is only used by the company for the purpose of implementing this incentive plan, and shall not be used for other purposes.
Section II main body
1、 Approval and authorization of this repurchase cancellation
Upon inspection, as of the date of issuance of this legal opinion, Guanghui Logistics Co.Ltd(600603) has performed the following approvals and authorizations for the cancellation of this Repurchase:
1. On April 19, 2018, the proposal on Guanghui Logistics Co.Ltd(600603) 2018 restricted stock and stock option incentive plan (Draft) and its summary was deliberated and adopted at the second meeting of the ninth board of directors in 2018 The related directors have abstained from voting on the proposal on Guanghui Logistics Co.Ltd(600603) 2018 restricted stock and stock option incentive plan implementation assessment management measures, and the proposal on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to the company's 2018 restricted stock and stock option incentive plan.
2. On April 19, 2018, the proposal on Guanghui Logistics Co.Ltd(600603) 2018 restricted stock and stock option incentive plan (Draft) and its summary was deliberated and adopted at the second meeting of the eighth board of supervisors in 2018 Proposal on Guanghui Logistics Co.Ltd(600603) 2018 restricted stock and stock option incentive plan implementation assessment management measures, and proposal on verifying Guanghui Logistics Co.Ltd(600603) 2018 restricted stock and stock option incentive plan incentive object list.
3. On May 11, 2018, the 2017 annual general meeting of shareholders of the company considered and approved the proposal on Guanghui Logistics Co.Ltd(600603) 2018 restricted stock and stock option incentive plan (Draft) and its summary by special resolution The proposal on Guanghui Logistics Co.Ltd(600603) 2018 restricted stock and stock option incentive plan implementation and assessment management measures "and the proposal on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to the company's 2018 restricted stock and stock option incentive plan agree to authorize the board of directors to handle matters related to this incentive plan, Including adjusting the quantity and price of restricted shares and stock options according to the method specified in the incentive plan (Draft) when the company has matters such as capital reserve converted into share capital, distribution of stock dividends, share subdivision or reduction, allotment and dividend distribution.
4. On June 28, 2018, the fourth meeting of the ninth board of directors in 2018 deliberated and approved the proposal on adjusting the incentive objects, grant price, exercise price and grant quantity of 2018 restricted stock and stock option incentive plan and the proposal on the first grant of 2018 restricted stock and stock option, and the related directors have avoided voting.
Since the total share capital of the company increased from 878874823 shares to 1230424752 shares after the implementation of the 2017 capital reserve conversion plan in May 2018, the board of directors of the company agreed to adjust the grant price of restricted shares from 3.49 yuan / share to 2.493 yuan / share and the exercise price of stock options from 6.97 yuan / share to 4.98 yuan / share.
5. On June 28, 2018, the third meeting of the eighth board of supervisors of the company in 2018 deliberated and approved the proposal on adjusting the incentive objects, grant price, exercise price and grant quantity of the 2018 restricted stock and stock option incentive plan and the proposal on the first grant of restricted stock and stock option in 2018.
6. On October 22, 2018, the seventh meeting of the ninth board of directors in 2018 deliberated and adopted the proposal on repurchase and cancellation of some restricted shares and cancellation of some stock options.
7. On October 22, 2018, the sixth meeting of the eighth board of supervisors of the company in 2018 deliberated and adopted the proposal on repurchase and cancellation of some restricted shares and cancellation of some stock options.
8. On April 29, 2019, the fourth meeting of the ninth board of directors in 2019 deliberated and approved the proposal on granting reserved restricted shares and stock options to incentive objects and the proposal on repurchase and cancellation of some restricted shares and cancellation of some stock options, and the related directors have avoided voting.
The board of directors of the company agreed to grant a total of 3122000 restricted shares to 15 incentive objects meeting the grant conditions at the grant price of 2.521 yuan / share; A total of 3.312 million stock options were granted to 15 incentive objects meeting the grant conditions at the exercise price of 5.04 yuan / share.
9. On April 29, 2019, the fourth meeting of the eighth board of supervisors of the company in 2019 deliberated and approved the proposal on granting reserved restricted shares and stock options to incentive objects and the proposal on repurchase and cancellation of some restricted shares and cancellation of some stock options.
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