Fujian United reliance law firm
about
Revise Lingda Group Co.Ltd(300125) phase I employee stock ownership plan
of
Legal opinion
(Revised)
Fujian United reliance law firm
9 / F, second light building, No. 334, Hubin South Road, Siming District, Xiamen, China
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Fujian United reliance law firm
Amendment of Lingda Group Co.Ltd(300125) phase I employee stock ownership plan
Legal opinion
(Revised)
(2022) Min Xin Shi Lu Shu Zi No. 0059 to: Lingda Group Co.Ltd(300125)
Fujian United reliance law firm (“the firm”) accepts the entrustment of Lingda Group Co.Ltd(300125) (” Lingda Group Co.Ltd(300125) “) as a special legal consultant to provide special legal services for Lingda Group Co.Ltd(300125) revising the employee stock ownership plan. According to the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the guiding opinions on the pilot implementation of employee stock ownership plan by listed companies, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM, and the administrative measures for law firms engaging in securities legal business This legal opinion is issued in accordance with the relevant provisions of laws, regulations and normative documents such as the rules for the practice of securities legal business of law firms (for Trial Implementation) and in accordance with the recognized business standards, ethics and the spirit of diligence and responsibility of the lawyer industry.
interpretation
Unless otherwise specified, the following abbreviations in this legal opinion have the following specific meanings:
Lingda Group Co.Ltd(300125) / company means Lingda Group Co.Ltd(300125)
Lingda Group Co.Ltd(300125) the first extraordinary general meeting of shareholders in 2021 deliberated and adopted the Lingda Group Co.Ltd(300125) phase I employee stock ownership plan referred to in the employee stock ownership plan
This employee stock ownership plan / this refers to the Lingda Group Co.Ltd(300125) first employee stock ownership plan and stock ownership plan described in the employee stock ownership plan
Employee stock ownership plan management refers to the management measures of Lingda Group Co.Ltd(300125) phase I employee stock ownership plan
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 guiding opinions refer to the guiding opinions on the pilot implementation of ESOP by listed companies
Guideline No. 2 refers to the guideline No. 2 on self discipline supervision of listed companies of Shenzhen Stock Exchange – standardized operation of companies listed on GEM
The articles of association refers to the articles of association of Lingda Group Co.Ltd(300125) company
CSRC refers to the China Securities Regulatory Commission
Fujian United reliance law firm
Laws refer to the laws and regulations issued by the National People’s Congress and its Standing Committee, and refer to the administrative regulations issued by the State Council
In addition to laws and regulations, the normative documents of the legislative, administrative and judicial organs at all levels of the people’s Republic of China and the Shenzhen Stock Exchange refer to the legally binding normative documents such as decisions, orders, guidelines, regulations, notices or measures publicly issued by the institutions
People’s Republic of China, for the purpose of this legal opinion, China does not mean Hongkong Special Administrative Region, Macao Special Administrative Region and Taiwan region of China.
Yuan refers to the legal tender unit of China, RMB yuan
Statement
In order to issue this legal opinion, we and our lawyers declare as follows: 1 The firm and its lawyers have strictly performed their statutory duties, followed the principles of diligence and good faith, verified and verified the relevant materials and matters involved in the revision of the employee stock ownership plan, and ensured that there are no false records, misleading statements or major omissions in this legal opinion. 2. During the above verification, we have obtained Lingda Group Co.Ltd(300125) the following guarantee, that is, it has provided the original written materials, copies or oral testimony that we and our lawyers believe are necessary for the issuance of this legal opinion, and the signatures and / or seals on the relevant materials are true, Relevant duplicate materials or copies shall be consistent with the original materials or originals. 3. For the fact that it is very important to issue this legal opinion and cannot be supported by independent evidence, we and our lawyers rely on the supporting documents or oral statements issued by the relevant competent government departments, Lingda Group Co.Ltd(300125) or other relevant institutions / subjects to issue corresponding opinions.
4. We and our lawyers express legal opinions in accordance with the facts that have occurred or exist before the date of issuance of this legal opinion and the provisions of relevant laws, regulations and normative documents in force in China. The exchange determines whether certain matters are legal and effective based on the applicable laws and regulations when such matters occur, and also takes full account of the relevant approvals and confirmations given by the relevant competent departments of the government. 5. This legal opinion only expresses legal opinions on Chinese legal issues related to the revision of the employee stock ownership plan, and does not express opinions on non legal professional matters such as accounting, audit and asset evaluation. If accounting, auditing, asset evaluation and other contents are involved in this legal opinion, they are quoted in strict accordance with the reports issued by relevant intermediaries. Such quotations do not mean that our lawyers make any express or implied guarantee for their authenticity, and our lawyers do not have the legal qualification to check and judge these contents. 6. This legal opinion is only for Lingda Group Co.Ltd(300125) the purpose of this ESOP adjustment, and shall not be used for any other purpose. The exchange agrees that the company shall quote the relevant contents of the legal opinion in the relevant documents prepared for the adjustment of the employee stock ownership plan, but the company shall not cause legal ambiguity or misinterpretation due to the above quotation. The exchange has the right to review and confirm the corresponding contents of the above relevant documents again.
Text
1. Decision making procedures for the implementation of this revision
1.1 brief introduction to the implementation of the company’s employee stock ownership plan
(1) On December 21, 2020, the company held the fifth meeting of the Fifth Board of directors, The proposal on Lingda Group Co.Ltd(300125) phase I ESOP (Draft) and its summary, the proposal on Lingda Group Co.Ltd(300125) phase I ESOP management measures, and the proposal on submitting the general meeting of shareholders to authorize the board of directors to handle matters related to the company’s phase I ESOP were reviewed and approved. When the board of directors of the company considered the above-mentioned proposal, the independent directors discussed whether the employee stock ownership plan is conducive to the sustainable development of the company, whether there are circumstances prohibited by laws and regulations and may damage the interests of the company and all shareholders, and whether the company is assessed Express clear opinions on the situation of forcing employees to participate in the employee stock ownership plan by means of forced distribution.
(2) On December 21, 2020, the company held the fifth meeting of the Fifth Board of supervisors, which considered the proposal on Lingda Group Co.Ltd(300125) phase I ESOP (Draft) and its summary, the proposal on Lingda Group Co.Ltd(300125) phase I ESOP management measures and other relevant proposals. The number of non affiliated supervisors with voting rights attending the meeting is 1. The number of non affiliated supervisors is less than half of the number of the board of supervisors, and the board of supervisors cannot form a resolution. Therefore, the board of supervisors directly submitted this proposal to the first extraordinary general meeting of shareholders of the company in 2021 for deliberation.
(3) The company has engaged the exchange to issue a legal opinion on the employee stock ownership plan.
(4) On January 7, 2021, the company held the first extraordinary general meeting of shareholders in 2021, The proposal on Lingda Group Co.Ltd(300125) phase I ESOP (Draft) and its summary, the proposal on Lingda Group Co.Ltd(300125) phase I ESOP management measures, the proposal on submitting the general meeting of shareholders to authorize the board of directors to handle matters related to the company’s phase I ESOP were reviewed and approved, Relevant shareholders avoided voting according to law. On the same day, the company announced the Lingda Group Co.Ltd(300125) phase I employee stock ownership plan, disclosing the main terms of the employee stock ownership plan.
(5) On February 2, 2021, the company received the confirmation of securities transfer registration issued by Shenzhen Branch of China Securities Depository and Clearing Co., Ltd, 3215100 shares held in the special securities account for Lingda Group Co.Ltd(300125) repurchase were transferred to the special account of “Lingda Group Co., Ltd. – phase I Employee Stock Ownership Plan” on February 1, 2021.
1.2 the decision-making procedures of the company for this revision are based on the meeting documents provided by the company and verified. As of the date of issuance of this legal opinion, the company has performed the following legal procedures for this revision:
(1) On February 28, 2022, the company held the second holders’ meeting of the first phase of employee stock ownership plan, which was approved by more than 1 / 2 of the shares held at the holders’ meeting, The proposal on Amending the first phase of ESOP and its summary and the proposal on Amending the measures for the administration of Lingda Group Co.Ltd(300125) first phase of ESOP were reviewed and passed.
(2) On March 1, 2022, the company held the 18th meeting of the 5th board of directors, deliberated and approved the proposal on Amending Lingda Group Co.Ltd(300125) phase I ESOP and its summary and the proposal on Amending Lingda Group Co.Ltd(300125) phase I ESOP management measures, in combination with the actual situation of the company, Adjusted the scope of holders of the first phase of the employee stock ownership plan and the company’s performance evaluation indicators for the second unlocking period (i.e. 2022). Related directors have avoided voting. On the same day, the independent directors of the company expressed independent opinions on the revision of the employee stock ownership plan.
(3) On March 1, 2022, the company held the 14th meeting of the 5th board of supervisors, which considered the proposal on Amending Lingda Group Co.Ltd(300125) phase I ESOP and its summary, the proposal on Amending Lingda Group Co.Ltd(300125) phase I ESOP management measures and other relevant proposals. The number of non affiliated supervisors with voting rights at the meeting was 0, The number of non affiliated supervisors is less than half of the number of the board of supervisors, and the board of supervisors cannot form a resolution.
(4) On March 11, 2022, the company held the 19th meeting of the 5th board of directors, deliberated and approved the proposal on Revising Lingda Group Co.Ltd(300125) phase I ESOP and its summary and the proposal on Revising Lingda Group Co.Ltd(300125) phase I ESOP management measures, It is agreed that the company will readjust the scope of participants in the first phase of the employee stock ownership plan in accordance with the latest relevant laws and regulations and the basic principle of “assuming sole responsibility for profits and losses, bearing risks and equal rights and interests with other investors” in the guiding opinions on the pilot implementation of the employee stock ownership plan by listed companies The company’s performance evaluation indicators and the disposal methods of unlocked underlying stock rights and interests, and revise the relevant contents of Lingda Group Co.Ltd(300125) phase I employee stock ownership plan and its abstract and Lingda Group Co.Ltd(300125) phase I employee stock ownership plan management measures. Related directors have avoided voting. The independent directors of the company expressed independent opinions on the revision of the employee stock ownership plan. At the same time, in order to fully
