Guangdong Huashang law firm
About Hpf Co.Ltd(300350)
2022 restricted stock incentive plan (Draft)
Legal opinion
February, 2002
21-25 floors, Hong Kong China Travel Service building, 4011 Shennan Avenue, Futian District, Shenzhen (P.C.): 5180482125 / F, China travelservicetower, 4011 Shennan Avenue, Futian District, Shenzhen, China
Tel: 00867558302555 Fax: 008675583025068
website http://www.huashang.cn.
interpretation
In this legal opinion, unless the context otherwise requires, the following words or abbreviations have the following meanings: Hpf Co.Ltd(300350) , the company, the company in Hpf Co.Ltd(300350) city and the incentive plan (Draft) of the company
This incentive plan refers to Hpf Co.Ltd(300350) 2022 restricted stock incentive plan (Draft), this stock incentive plan and this plan
According to the conditions and prices specified in the incentive plan, the company grants the incentive object a certain amount of company shares with the first restricted stock index. These shares are set with a certain period of restricted sale period. The restricted sale and circulation can be lifted only after the conditions for lifting the restricted sale specified in the incentive plan are met
The second type of restricted stock refers to the shares of the company obtained and registered by the incentive objects who meet the conditions of the incentive plan after meeting the corresponding attribution conditions
In accordance with the provisions of this incentive plan, directors, senior managers, core backbone personnel and other personnel deemed necessary by the board of directors of the company (including branches, incentive objects and subsidiaries) that obtains restricted shares
The grant date refers to the date on which the company grants restricted shares to the incentive object, and the grant date must be the trading day
The grant price refers to the price determined by the company to grant restricted shares to the incentive object and the incentive object obtains the shares of the company
From the date when the registration of the grant of restricted shares of type I is completed / the date when the validity period of the grant of restricted shares of type II is specified to the date when all the restricted shares granted to the incentive object are released from the restriction / ownership or the cancellation / invalidation of repurchase
The restricted sale period refers to the period during which the class I restricted shares granted to the incentive object under the plan are prohibited from being transferred, used for guarantee and debt repayment
The release period refers to the period during which the restricted shares of class I held by the incentive object can be released and listed for circulation after the release conditions specified in the plan are met
The conditions for lifting the restrictions on sale refer to the conditions that must be met for the incentive object to obtain the first type of restricted shares to lift the restrictions on sale according to the plan
Attribution refers to the behavior that the listed company registers the shares in the account of the incentive object after the incentive object granted the second type of restricted shares meets the benefit conditions
Vesting date refers to the date on which the granted shares are registered after the incentive object granted the second type of restricted shares meets the benefit conditions. It must be the trading day
Attribution conditions refer to the benefit conditions set up by the second type of restricted stock incentive plan, and the incentive object is to obtain the incentive shares
Remuneration and assessment committee refers to the remuneration and assessment committee of the board of directors of the company
CSRC refers to the China Securities Regulatory Commission
Stock exchange and Shenzhen Stock Exchange refer to Shenzhen Stock Exchange
China Securities Depository and Clearing Corporation refers to Shenzhen Branch of China Securities Depository and Clearing Corporation Limited
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 (revised in 2018)
Listing Rules refers to the Listing Rules of Shenzhen Stock Exchange gem
The articles of association refers to the Hpf Co.Ltd(300350) articles of association
Assessment management measures refer to the assessment management measures for the implementation of Hpf Co.Ltd(300350) 2022 restricted stock incentive plan
Guangdong Huashang law firm
RMB / 10000 refers to RMB / 10000
Guangdong Huashang law firm
About Hpf Co.Ltd(300350)
2022 restricted stock incentive plan (Draft)
Legal opinion
To: Hpf Co.Ltd(300350)
Entrusted by Hpf Co.Ltd(300350) and in accordance with the company law, securities law, administrative measures, listing rules and other relevant laws, regulations, rules and normative documents, the exchange has issued this legal opinion on the matters involved in Hpf Co.Ltd(300350) 2022 restricted stock incentive plan (Draft).
For the issuance of this legal opinion, our lawyer hereby 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, rules and normative documents of China;
2. In accordance with the provisions of 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 this legal opinion, the lawyers of this firm have conducted verification and verification in accordance with the principle of diligence and responsibility, so as to ensure that the facts identified in the legal opinion are true, accurate and complete, The concluding opinions issued are legal and accurate, free from false records, misleading statements or major omissions, and bear corresponding legal liabilities;
3. Our lawyer agrees 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 the factual materials necessary for the issuance of this legal opinion to our lawyers, and the relevant written materials and testimony are true and effective without any major omission and misleading statement, and the copies provided are consistent with 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 or testimony issued or provided by relevant government departments, companies, other relevant units or relevant persons to issue legal opinions;
6. This legal opinion is only for the purpose for which the company intends to implement this incentive plan, and shall not be used for any other purpose.
Based on the above, our lawyer hereby issues this legal opinion as follows:
1、 The company is qualified to implement the incentive plan
1. According to the business license and the national enterprise credit information publicity system (query date: February 27, 2022), the basic information of the company is as follows:
Name Hpf Co.Ltd(300350)
Address: 4308, building T2, Shenye Shangcheng (South District), No. 5001, Huanggang Road, Lianhua first village community, Huafu street, Futian District, Shenzhen
Legal representative: Zhang Jingyu
The registered capital is 562012279 yuan
Enterprise type listed company limited by shares
General business items: information consultation (excluding talent intermediary and restricted items); Setting up industry (specific projects will be reported separately); China’s trade (excluding monopoly, exclusive control and monopoly commodities); China and international freight forwarders (sea, land and air); Loading, unloading, handling and related services; Labor services (excluding restricted items, which can only be operated after obtaining permission); Import and export of goods and technologies (excluding restricted items); Supply chain management and related supporting services; Car Rental; Technology transfer, technology development and consulting services; Non residential real estate leasing. (in addition to the projects that must be approved according to law, carry out business activities independently according to law with the business license); Internet sales (except sales of goods requiring license); Wholesale of computer software, hardware and auxiliary equipment; Sales of information security equipment; Sales of electronic products; Sales of communication equipment; Sales of mechanical and electrical equipment; Wholesale of hardware products; Business scope: Sales of class I medical devices; Sales of daily necessities; Sales of knitwear and textiles; Sales of office supplies; Wholesale of photographic equipment and telescope; Camera and equipment sales; Audio equipment sales; Sales of household audio-visual equipment; Lighting appliance sales; Sales of building materials; Wholesale of auto parts; Wholesale of cosmetics; Sales of electric accessories of new energy vehicles; Battery sales; Edible Shenzhen Agricultural Products Group Co.Ltd(000061) wholesale; Research and development of Internet of things technology; Software development; Sales of intelligent unmanned aerial vehicles; Sales of air transport equipment; Sales of industrial automatic control system devices. (except for the items that must be approved according to law, the company shall independently carry out business activities according to law with its business license). Licensed business items: General freight, special cargo transportation, large object transportation (class I) (container); Intermodal transport and distribution of goods; storage. Sales of class II medical devices; Food sales. (for projects that must be approved according to law, business activities can be carried out only with the approval of relevant departments. The specific business projects shall be subject to the approval documents or licenses of relevant departments)
Date of establishment: November 15, 2000
Long term business term
Unified social credit code 91440 Zhuzhou Hongda Electronics Corp.Ltd(300726) 1500164
Securities abbreviation Hpf Co.Ltd(300350)
Stock Code: Hpf Co.Ltd(300350)
2. According to the articles of association of Hpf Co.Ltd(300350) , the audit report “xksbz [2021] No. zl10104” issued by Lixin Certified Public Accountants (special general partnership), the company’s 2020 internal control self-evaluation report, 2018 annual report, 2019 annual report, 2020 annual report, resolution of 2018 annual general meeting, resolution of 2019 annual general meeting According to the resolution of the general meeting of shareholders in 2020 and confirmed by Hpf Co.Ltd(300350) in writing, the company does not have the following circumstances that equity incentive shall not be implemented as stipulated in Article 7 of the management measures:
(1) The financial and accounting report of the most recent fiscal year is an audit report with a negative opinion or unable to express an opinion issued by a certified public accountant;
(2) The internal control of the financial report of the latest fiscal year is an audit report with a negative opinion or unable to express an opinion issued by a certified public accountant;
(3) Failure to distribute profits in accordance with laws and regulations, articles of association and public commitments within the last 36 months after listing;
(4) Equity incentive is not allowed according to laws and regulations;
(5) Other circumstances recognized by the CSRC.
Accordingly, our lawyers believe that Hpf Co.Ltd(300350) is a listed company limited by shares established and validly existing according to law, and there is no need to terminate according to relevant laws, administrative regulations, rules, normative documents and the articles of association, and there is no situation that equity incentive shall not be implemented as stipulated in Article 7 of the management law, The company has the main right to implement equity incentive
