Beijing JUNHE law firm
About Guangdong Tapai Group Co.Ltd(002233)
Of the fifth employee stock ownership plan
Legal opinion
To: Guangdong Tapai Group Co.Ltd(002233)
Beijing JUNHE law firm (the “firm”) has accepted the entrustment of Guangdong Tapai Group Co.Ltd(002233) (the “company”) as the special legal adviser for the company to implement the 20182023 employee stock ownership plan. In accordance with the company law of the people’s Republic of China (the “company law”) and the Securities Law of the people’s Republic of China (the “Securities Law”) China Securities Regulatory Commission (“CSRC”) guidance on the pilot implementation of employee stock ownership plan by listed companies (“pilot guidance”) Shenzhen Stock Exchange (“Shenzhen Stock Exchange”) “Shenzhen Stock Exchange listed companies self regulatory guidelines No. 1 – standardized operation of listed companies on the main board” (the “standardized operation guidelines”) and other current laws and administrative regulations of China (the “China” referred to in this legal opinion does not include Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan) This legal opinion is issued in accordance with the relevant provisions of the departmental rules and normative documents and the Guangdong Tapai Group Co.Ltd(002233) articles of Association (“articles of association”) on matters related to the company’s proposed implementation of the fifth employee stock ownership plan (“current employee stock ownership plan”).
The exchange only expresses its opinions on the legal issues related to the implementation of the current employee stock ownership plan of the company in accordance with the relevant provisions of the current effective laws, regulations and normative documents of China and the facts that have occurred or exist before the date of issuance of this legal opinion, and does not express its opinions on overseas laws, or the value of the underlying shares involved To express opinions on the rationality of assessment standards and other issues of participants, as well as non legal professional matters such as accounting, audit, asset evaluation and investment decision-making. The quotation of some data and conclusions in relevant professional reports such as audit reports in this legal opinion does not mean that we make any express or implied guarantee for the authenticity and accuracy of these data and conclusions, and we are not qualified to verify and evaluate such data and conclusions.
When issuing this legal opinion, we obtained the following guarantee from the company to our lawyers: all documents and facts provided by the company are true, accurate and complete, the originals of relevant documents have not been revoked by relevant government departments within their validity period, and are held by their respective legal holders on the date of issuing this legal opinion; The company has provided necessary, true and complete original written materials, copies or oral testimony without any omission or concealment; The documents provided by the company and the signatures and seals on the documents are true; The duplicate materials or copies provided by the company are completely consistent with the original. For the fact that it is very important to issue this legal opinion and cannot be supported by independent evidence, the exchange relies on the supporting documents issued by relevant government departments, companies or other relevant institutions to make judgments.
This legal opinion is only used by the company for the purpose of implementing the current employee stock ownership plan, and shall not be used for any other purpose without the prior written consent of the exchange. The exchange agrees that the company shall report and publicly disclose this legal opinion to the securities regulatory authority together with other materials, and bear corresponding responsibilities for this legal opinion according to law.
In accordance with the requirements of relevant laws, regulations and relevant provisions of the CSRC, and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, the exchange has verified and verified the relevant documents and facts provided by the company, and now issues the following legal opinions:
1、 The company’s subject qualification for implementing the current employee stock ownership plan
The company is a joint stock limited company established by the overall change of Guangdong Guangdong Tapai Group Co.Ltd(002233) Co., Ltd. and completed the registration procedures of the joint stock limited company in Meizhou Administration for Industry and Commerce on April 28, 2007.
The initial public offering of 10000 ordinary shares approved by the CSRC in 2008 ( approved by the CSRC); On May 16, 2008, with the consent of the notice on the listing of Guangdong Tapai Group Co.Ltd(002233) RMB ordinary shares (“SZS [2008] No. 60″) of Shenzhen Stock Exchange, the RMB ordinary shares issued by the company were listed on Shenzhen Stock Exchange, with the stock abbreviation of ” Guangdong Tapai Group Co.Ltd(002233) ” and the stock code of ” Guangdong Tapai Group Co.Ltd(002233) “.
The company now holds the business license with the unified social credit code of 9144140061792844xn issued by Meizhou market supervision and Administration Bureau. The company type is a joint stock limited company (listed, invested or controlled by natural persons), the registered capital is RMB 1192275000, and the legal representative is kunhuang, The domicile is Jiaocheng town (tapai building), Jiaoling County, Guangdong Province.
According to the confirmation of the company and the appropriate verification by the lawyers of the firm, as of the date of issuance of this legal opinion, the company has no circumstances that should be terminated as stipulated in relevant laws, administrative regulations and the articles of association.
Based on the above, our lawyers believe that the company is a listed company established and legally existing according to law and has the subject qualification for the implementation of the current employee stock ownership plan specified in the pilot guidance. 2、 Legality and compliance of current employee stock ownership plan
According to the documents provided by the company, as of the date of issuance of this legal opinion, the current employee stock ownership plan has been deliberated and adopted at the 19th meeting of the 5th board of directors and the 10th meeting of the 5th board of supervisors, and the board of supervisors and independent directors of the company have issued specific opinions with explicit consent respectively.
According to the relevant provisions of the pilot guidance and the standardized operation guidance, the exchange reviewed the fifth employee stock ownership plan formulated by the company and verified the following related matters:
(I) comply with the basic principles of employee stock ownership plan
1. According to the meeting documents provided by the company and confirmed by the company, when implementing the current employee stock ownership plan, the company has performed the procedures in accordance with the provisions of laws and administrative regulations and will truly, accurately, completely and timely disclose the information. The lawyers of the firm have not found any securities fraud such as insider trading and manipulation of the securities market by others using the current employee stock ownership plan, Comply with the relevant requirements of item (I) of part I of the pilot guidance on the principle of compliance according to law.
2. According to the fifth employee stock ownership plan, the company’s meeting documents, the special opinions of the company’s board of supervisors and independent directors and confirmed by the company, the current employee stock ownership plan follows the principle of independent decision of the company and voluntary participation of employees, and there is no situation that the company forces employees to participate in the company’s employee stock ownership plan by means of apportionment, forced distribution, etc, It meets the requirements of item (II) of part I of the pilot guidance on the principle of voluntary participation.
3. After consulting the company’s fifth employee stock ownership plan, the employees participating in the current employee stock ownership plan will be responsible for their own profits and losses, bear their own risks, and have equal rights and interests with other investors, which meets the requirements of the principle of risk bearing in Item (III) of part I of the pilot guidance.
(II) comply with the requirements of the pilot guidance on the contents of the employee stock ownership plan
1. According to the fifth employee stock ownership plan, the participants of the current employee stock ownership plan are some directors, supervisors, senior managers and other regular employees determined by the board of directors of the company, which is in line with the relevant provisions on the participants of the employee stock ownership plan in Item (IV) of part II of the pilot guidance.
2. According to the fifth employee stock ownership plan, the fund source of the current employee stock ownership plan is the net annual incentive bonus (the annual incentive bonus after withholding and paying employees’ personal taxes), which is in line with the relevant provisions on the fund source of the employee stock ownership plan in Item (V) of part II of the pilot guidance.
3. According to the fifth employee stock ownership plan, the stock source of the current employee stock ownership plan is the company’s repurchase of the company’s shares or the company’s shares purchased from the secondary market, which complies with the relevant provisions on the stock source of the employee stock ownership plan in Item (V) of Part II of the pilot guidance.
4. According to the fifth employee stock ownership plan, the basic duration of the current employee stock ownership plan is 96 months, calculated from the date when the subject stock announced by the company is registered to the current employee stock ownership plan, which is in line with the relevant provisions on the holding period of the employee stock ownership plan in item (VI) of Part II of the pilot guidance.
5. According to the fifth employee stock ownership plan, during the duration of the first to sixth employee stock ownership plans, the cumulative stock of the subject stock involved in the employee stock ownership plan shall not exceed 10% of the total share capital of the company at any time; Among them, the number of underlying shares corresponding to the shares of the employee stock ownership plan held by any holder shall not exceed 1% of the total share capital of the company at any time. The total number of shares held by the employee stock ownership plan does not include the shares obtained by employees before the listing of the company’s initial public offering, the shares purchased by themselves through the secondary market and the shares obtained through equity incentive. Comply with the relevant provisions on the scale of employee stock ownership plan in Item (VI) of Part II of the pilot guidance.
6. According to the fifth employee stock ownership plan, the current employee stock ownership plan is managed by the company itself, and an employee stock ownership plan management committee is established as the management organization to exercise shareholders’ rights on behalf of the holders. The ESOP Management Committee has an office with full-time or part-time business personnel to be responsible for the daily management of the ESOP. The company has also formulated the measures for the administration of employee stock ownership plans, which stipulates the relevant authorities and operation modes of the holders’ meeting and the management committee. Comply with the relevant provisions on the management of employee stock ownership plan in Item (VII) of Part II of the pilot guidance.
7. According to the fifth employee stock ownership plan, the current employee stock ownership plan includes the following contents, in line with the relevant provisions on the contents of the employee stock ownership plan in Item (IX) of Part III of the pilot guidance:
(1) The participants of the ESOP and the determination criteria, capital and stock sources;
(2) Duration, management mode, convening and voting procedures of the shareholders’ meeting of the ESOP; (3) The participation mode of employee stock ownership plan in the financing of the company;
(4) The change and termination of the employee stock ownership plan, and the disposal methods of the share rights and interests held by employees when they are not suitable to participate in the stock ownership plan;
(5) Selection procedures of representatives or institutions of ESOP holders;
(6) Disposal methods of shares held by employees after the expiration of the employee stock ownership plan;
(7) Other important matters.
According to the fifth employee stock ownership plan, the current employee stock ownership plan is managed by the company itself, which does not involve the management of authorized qualified asset management institutions, and does not apply to the selection of management institutions of employee stock ownership plan, the main terms of management agreement, the calculation and payment method of management expenses, etc.
(III) comply with the requirements of the standardized operation guidelines for the contents of the employee stock ownership plan
After review, the full text of the fifth employee stock ownership plan covers the main contents that should be included in the draft employee stock ownership plan specified in article 6.6.7 of the standardized operation guidelines, which meets the requirements of the standardized operation guidelines for the contents of the employee stock ownership plan.
Based on the above, our lawyers believe that the contents of the fifth employee stock ownership plan comply with the relevant provisions of the pilot guidance and the standardized operation guidance. 3、 Legal procedures involved in the current employee stock ownership plan
(I) procedures performed
According to the documents provided by the company, as of the date of issuance of this legal opinion, the company has performed the following procedures for the implementation of the current employee stock ownership plan:
1. On March 11, 2022, the company held the fourth meeting of the third employee congress to discuss and agree to implement the current employee stock ownership plan. Comply with the provisions of item (VIII) of Part III of the pilot guidance. 2. On March 14, 2022, the company held the 19th meeting of the 5th board of directors, deliberated and passed the proposal on the 5th employee stock ownership plan and other relevant proposals, and agreed to submit the relevant proposals to the 2021 annual general meeting of shareholders for deliberation, in which the related directors avoided voting. Comply with the provisions of item (IX) of Part III of the pilot guidance.
3. According to the documents provided by the company, the board of supervisors and independent directors of the company have respectively expressed their explicit consent to the implementation of the current employee stock ownership plan, and believe that the current employee stock ownership plan follows the principles of legal compliance, voluntary participation and risk-taking, and there is no situation of forcing employees to participate in the employee stock ownership plan by means of apportionment and forced distribution, It is conducive to the sustainable development of the company and does not damage the interests of the company and all shareholders. Comply with the provisions of item (x) of Part III of the pilot guidance.
4. The company has hired the exchange to issue legal opinions for the implementation of the current employee stock ownership plan, which is in line with the provisions of item (11) of Part III of the pilot guidance.
Based on the above, our lawyers believe that as of the date of issuance of this legal opinion, the company has performed the necessary legal procedures for the current employee stock ownership plan in accordance with the provisions of the pilot guidance.
(II) procedures to be performed
According to the pilot guidance, the company still needs to hold a general meeting of shareholders to review matters related to the current ESOP, and announce this legal opinion before the general meeting of shareholders. When making a resolution at the general meeting of shareholders, it shall be approved by more than half of the voting rights held by the non affiliated shareholders present at the meeting, and the affiliated shareholders shall withdraw from voting. 4、 Information disclosure of current employee stock ownership plan
According to the company’s instructions, the company will announce the resolutions of the board of directors, the full text of the employee stock ownership plan, the opinions of independent directors, the board of supervisors, this legal opinion and other relevant documents within 2 trading days after the board of directors deliberates and approves the current employee stock ownership plan. With the promotion of the current employee stock ownership plan, the company still needs to continue to perform the obligation of information disclosure in accordance with the pilot guidance, standardized operation guidance and other relevant laws and regulations. 5、 Concluding observations
In conclusion, our lawyers believe that as of the date of issuance of this legal opinion:
1. The company is qualified to implement the current employee stock ownership plan;
2. The contents of the fifth employee stock ownership plan comply with the relevant provisions of the pilot guidance and the standardized operation guidance;
3. The company has fulfilled the necessary legal procedures for the current employee stock ownership plan in accordance with the provisions of the pilot guidance, which needs to be submitted to the general meeting of shareholders for deliberation and approval;
4. The company shall perform the information disclosure obligations related to the current employee stock ownership plan in accordance with the pilot guidance and standardized operation guidance.
This legal opinion is made in two originals without copies.
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