Beijing global law firm Shanghai Branch
about
Shantui Construction Machinery Co.Ltd(000680) repurchase and cancellation of some restricted shares
Legal opinion
Beijing global law firm Shanghai Branch
About Shantui Construction Machinery Co.Ltd(000680)
Matters related to repurchase and cancellation of some restricted shares
Legal opinion
GLO2022SH! “$% 0352 & to: Shantui Construction Machinery Co.Ltd(000680)
Entrusted by Shantui Construction Machinery Co.Ltd(000680) (” Shantui Construction Machinery Co.Ltd(000680) ” or “the company”), Beijing universal law firm Shanghai Branch (the “office”) serves as the special legal adviser on matters related to the company’s 2020 restricted stock incentive plan (the “stock incentive plan”).
In accordance with the securities law of the people’s Republic of China (“Securities Law”), the company law of the people’s Republic of China (“company law”) and other relevant laws and regulations, as well as the measures for the administration of equity incentives of listed companies (“administrative measures”) issued by the China Securities Regulatory Commission (“CSRC”), as well as the CSRC The current laws, regulations and normative documents such as the measures for the administration of securities legal business of law firms, the rules for the practice of securities legal business of law firms (for Trial Implementation), the Shantui Construction Machinery Co.Ltd(000680) articles of association and the Shantui Construction Machinery Co.Ltd(000680) 2020 restricted stock incentive plan (“incentive plan”) jointly issued by the Ministry of justice, in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, The exchange issued legal opinions on matters related to Shantui Construction Machinery Co.Ltd(000680) this repurchase cancellation of some restricted shares (“this repurchase cancellation”).
In order to issue this legal opinion, our lawyers checked and verified the documents, materials and facts related to the stock repurchase and cancellation of the company’s stock incentive plan in accordance with the provisions of relevant laws, administrative regulations, normative documents and the requirements of the business rules of the exchange and the principle of prudence and importance.
In accordance with the provisions of the securities law, the measures for the administration of securities legal business conducted by law firms and 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 firm and its handling lawyers have strictly performed their statutory duties, followed the principles of diligence, good faith and full verification, Ensure that the facts identified in this legal opinion are true, accurate and complete, and the concluding opinions issued are legal and accurate, without false records, misleading statements or major omissions, and are willing to bear corresponding legal liabilities.
This legal opinion is based on the laws, administrative regulations, rules and normative documents in force in China or Shantui Construction Machinery Co.Ltd(000680) of acts and relevant facts, and based on the opinions of our lawyers on these laws
This legal opinion only expresses legal opinions on domestic legal issues related to the repurchase and cancellation of some restricted shares in China. The exchange and its handling lawyers are not qualified to express professional opinions on professional matters such as accounting, capital verification and audit, asset evaluation, investment decision-making and overseas legal matters. When this legal opinion involves asset evaluation, accounting audit, investment decision-making, overseas legal matters and other contents, it is quoted in strict accordance with the professional documents issued by relevant intermediaries and the instructions of the company, and does not mean that this office and its lawyers make any express or implied guarantee for the authenticity and accuracy of the quoted contents. For these contents, this office and its lawyers do not have the appropriate qualification to check and judge.
In the process of verification and verification, our lawyers have obtained the following assurance from the company, that is, the company has provided the original written materials, duplicate materials or oral testimony that our lawyers believe are necessary for issuing legal opinions, the signatures and seals on the relevant materials are true, and the relevant duplicate materials or copies are consistent with the original materials or originals. The documents and materials provided by the company are true, accurate, complete and effective without any concealment, falsehood and major omission.
For the fact that it is very important to issue this legal opinion and cannot be supported by independent evidence, our lawyers rely on the supporting documents issued or provided by relevant government departments and other public institutions as the basis for issuing this legal opinion.
The exchange agrees to take this legal opinion as a necessary legal document for the company’s repurchase and cancellation of some restricted shares, submit it together with other materials as a public disclosure document, and bear corresponding legal liabilities for the legal opinion issued in accordance with the law.
The firm and its lawyers have not authorized any unit or individual to make any explanation or explanation on this legal opinion. This legal opinion is only for the purpose of the company’s repurchase and cancellation of some restricted shares, and shall not be used for any other purpose or purpose without the written consent of the exchange.
In accordance with the current effective Chinese laws and regulations, relevant rules and normative documents of the CSRC, and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, and on the basis of checking and verifying the documents and facts related to the stock grant of the company’s stock incentive plan, our lawyers hereby issue the following legal opinions:
1、 Approval and authorization of this repurchase cancellation
(I) decision authorization on the cancellation of some restricted shares in this repurchase
According to the relevant provisions of “Chapter XV principles for repurchase and cancellation of restricted shares” in the incentive plan, the company shall timely convene the board of directors to review the repurchase adjustment plan according to the above provisions, submit the share repurchase plan to the general meeting of shareholders for approval according to law, and make a timely announcement.
The company plans to hold the 2021 annual general meeting of shareholders on May 18, 2022 to consider the repurchase and cancellation of some restricted shares.
(II) procedures for the cancellation of some restricted shares in this repurchase
1. In view of the fact that the proposal of the 10th board of directors on the cancellation of the restrictions on the sale of shares held by Liu Jianlun, which was approved by the 15th board of directors on the repurchase of shares held by the company in 2023, was no longer approved due to the reasons for the cancellation of the restrictions on the sale of shares held by Liu Jianlun, At the grant price of 1.81 yuan / share, Shanghai Pudong Development Bank Co.Ltd(600000) restricted shares held by the original incentive objects Liu Jian and Zhu Jianlun were repurchased and cancelled, and the repurchase fund was 1086000 yuan. The independent directors of the company expressed their independent opinions on this: the repurchase and cancellation of some restricted shares complies with the relevant laws, regulations, normative documents such as the company law, the securities law, the administrative measures and the relevant provisions of the company’s incentive plan, does not damage the rights and interests of the company and all shareholders, and will not have a substantive impact on the company’s financial status and operating results, It will not affect the diligence of the company’s management team. We agree that the company will repurchase and cancel some restricted shares this time.
2. On March 28, 2022, the company held the 15th meeting of the 10th board of supervisors, deliberated and adopted the proposal on repurchase and cancellation of some restricted shares. The board of supervisors reviewed the list of incentive objects that did not meet the incentive conditions and the number of restricted shares repurchased and cancelled. The board of supervisors believes that since the two incentive objects have resigned and no longer meet the conditions of the company’s restricted stock incentive objects, according to the relevant provisions of the management measures and the company’s incentive plan, the company shall repurchase and cancel the restricted shares held by the above personnel that have been granted but have not been lifted. The repurchase and cancellation of some restricted shares this time complies with the relevant provisions of the company law, the securities law, the administrative measures and the company’s incentive plan. The procedures are legal and compliant, and there is no infringement on the interests of all shareholders, especially small and medium-sized shareholders. The board of supervisors unanimously agreed to the repurchase and cancellation of some restricted shares.
To sum up, our lawyers believe that the necessary approval and authorization at this stage have been fulfilled for the matters related to the repurchase and cancellation of some restricted shares, and the relevant proposals have yet to be deliberated and adopted at the general meeting of shareholders. The procedures are legal and effective, in line with the relevant provisions of the company law, the securities law, the management measures and the incentive plan.
(III) specific information on the cancellation of some restricted shares in this repurchase
1. Reasons and number of restricted shares cancelled in this repurchase
(1) Liu Jian, the original incentive object of the company, resigned for personal reasons. According to the relevant provisions of the company’s incentive plan, the employee no longer meets the conditions of the company’s restricted stock incentive object. The company repurchases and cancels all 300000 shares of restricted shares that have been granted but not lifted.
(2) Zhu Jianlun, the original incentive object of the company, resigned for personal reasons. According to the relevant provisions of the company’s incentive plan, the employee no longer meets the conditions of the restricted stock incentive object of the company. The company repurchases and cancels all 300000 shares of restricted shares that have been granted but have not been lifted.
The total number of restricted shares granted but not yet lifted by the company’s repurchase cancellation is Shanghai Pudong Development Bank Co.Ltd(600000) , accounting for 2.37% of the total number of 25270000 restricted shares granted by the company’s incentive plan and 0.04% of the total shares of the company, involving 2 incentive objects.
2. The price of some restricted shares cancelled in this repurchase
(1) According to the relevant provisions of “(II) changes in the personal situation of the incentive object” in “Chapter XIII, treatment of changes in the company and incentive object” of the incentive plan: “4. If the equity incentive object fails to meet the performance appraisal, resigns or is terminated from labor relations for personal reasons, the rights and interests that have not been exercised will not be exercised. The restricted shares that have not been unlocked will be repurchased according to the principle of the lower of the grant price or the market price.”
Therefore, the Company repurchased and cancelled Shanghai Pudong Development Bank Co.Ltd(600000) restricted shares held by the original incentive objects Liu Jian and Zhu Jianlun at the grant price of 1.81 yuan / share, and the repurchase fund was 1086000 yuan.
(2) According to the relevant provisions of “Chapter XV principles for repurchase and cancellation of restricted shares” in the incentive plan, if the company’s capital reserve is converted into share capital, stock dividends are distributed, shares are subdivided or allotted, shares are reduced, dividends and other circumstances that affect the ex right and ex interest treatment of the company’s stock price after the grant of restricted shares, the company shall adjust the repurchase price of the unlocked restricted shares accordingly as agreed. At the same time, according to the relevant provisions of “Chapter VI validity period, authorization date, locking period, unlocking period and relevant restrictions on sales of incentive plan”, the locking period is within 24 months from the date of completion of registration of the grant of restricted shares. During the lock-in period, the restricted shares granted to the incentive object under the plan shall be locked and shall not be transferred in any form, used for guarantee or debt repayment. The shares and dividends obtained by the incentive object from the conversion of capital reserve into share capital, dividend distribution, stock dividend distribution, stock subdivision and other shares and dividends obtained from the granted but not unlocked restricted shares shall be locked in accordance with the incentive plan at the same time.
Since the restricted shares granted to the incentive objects have been registered, the company has implemented the semi annual equity distribution in 2021, and distributed RMB 0.10 in cash to all shareholders for every 10 shares based on the total share capital of the company of 1501853212 shares. The cash dividends of equity incentive restricted shares shall be uniformly retained by the company and distributed after unlocking; If this part of the shares cannot be unlocked, the company will no longer issue this part of the cash dividend, which will be recovered by the company.
As the cash dividends for the half year of 2021 corresponding to the restricted shares whose sales restrictions have not been lifted by the incentive object are managed by the company and not actually distributed, the repurchase price will not be adjusted.
3. Source of funds for this repurchase
The restricted stock repurchase fund is 1086000 yuan, and the repurchase fund is the company’s own fund. In conclusion, the lawyers of the firm believe that the reason, quantity and price of the company’s repurchase and cancellation of some restricted shares are in line with the provisions of the incentive plan.
2、 Conclusion
In conclusion, our lawyers believe that:
The proposal of repurchasing and cancelling some restricted shares has been deliberated and approved by the board of directors of the company and has yet to be deliberated and approved by the general meeting of shareholders; The procedures, reasons, quantity and price determination of this repurchase and cancellation of some restricted shares comply with the provisions of laws, regulations and normative legal documents such as the measures for the administration of equity incentive of listed companies and the incentive plan of the company. As of the date of issuance of this legal opinion, in addition to the relevant legal procedures for the reduction of the company’s registered capital caused by the repurchase cancellation, the company has performed the procedures that should be performed at this stage.
This legal opinion is made in five originals without copies. It will come into force after being signed by our lawyers and sealed by our office. (no text below)
