Shanghai jintiancheng (Chongqing) law firm
Legal opinion on Jiangsu Nonghua Intelligent Agriculture Technology Co.Ltd(000816) repurchase and cancellation of some restricted shares and cancellation of some stock options
March, 2002
interpretation
Jiangsu Nonghua Intelligent Agriculture Technology Co.Ltd(000816) / company refers to Jiangsu Nonghua Intelligent Agriculture Technology Co.Ltd(000816)
The articles of association refers to the Jiangsu Nonghua Intelligent Agriculture Technology Co.Ltd(000816) articles of Association (May 7, 2021)
2020 stock option and restricted stock incentive plan Jiangsu Nonghua Intelligent Agriculture Technology Co.Ltd(000816) stock incentive plan / this stock index 2020 stock option and restricted stock incentive plan (Draft)
This repurchase cancellation / this repurchase note Jiangsu Nonghua Intelligent Agriculture Technology Co.Ltd(000816) 2020 sales of restricted shares and cancelled shares refers to the repurchase and cancellation of some restricted Option Shares and cancellation of some stock options in the annual restricted stock incentive plan
The Administrative Measures refer to the administrative measures for equity incentive of listed companies
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
Stock exchange refers to Shenzhen Stock Exchange
CSRC refers to the China Securities Regulatory Commission
Shanghai jintiancheng (Chongqing) law firm
Yuan means RMB yuan
Shanghai jintiancheng (Chongqing) law firm
About Jiangsu Nonghua Intelligent Agriculture Technology Co.Ltd(000816)
Repurchase and cancellation of some restricted shares and cancellation of some stock options
Legal opinions on relevant matters
Jintiancheng 04f20200052 to: Jiangsu Nonghua Intelligent Agriculture Technology Co.Ltd(000816)
In accordance with the relevant provisions of the company law, the securities law and the administrative measures, Shanghai jintiancheng (Chongqing) law firm has accepted the entrustment of Jiangsu Nonghua Intelligent Agriculture Technology Co.Ltd(000816) to issue this legal opinion on matters related to the repurchase and cancellation of some restricted shares and cancellation of some stock options under the company's 2020 stock option and restricted stock incentive plan.
The exchange has obtained the following guarantee from the company: all documents, materials, statements and explanations provided by the company to the exchange are complete, true and effective, and all facts and documents sufficient to affect this legal opinion have been disclosed to the exchange without any concealment or major omission; All signatures and seals in the documents provided by the company are authentic, and the copies, copies or faxes of the documents are consistent with the original.
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.
The exchange agrees that the company will take this legal opinion as the legal document for the implementation of this repurchase, cancellation of some restricted shares and cancellation of some stock options, and bear the responsibility for the legal opinion issued in accordance with the law. This legal opinion is only for the purpose of the company's repurchase, cancellation of some restricted shares and cancellation of some stock options. It shall not be used for any other purpose without the prior written consent of the exchange.
In accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, and on the basis of full verification and verification of the relevant documents and facts provided by the company, our lawyers hereby issue the following legal opinions:
1、 Reasons for cancellation of this repurchase
According to the performance appraisal certificates of relevant incentive objects provided by the company, one incentive object granted for the first time in this equity incentive plan has failed to meet the conditions for the lifting of restrictions on the sale of restricted shares and the exercise of stock options due to the unqualified performance appraisal at the individual level in 2021. The company will repurchase and cancel 150000 restricted shares that have been granted but not unlocked, The repurchase price is the grant price (1 yuan per share) plus the interest of the bank's time deposit in the same period, and the total 450000 stock options that have been granted but are still in the waiting period will be cancelled.
According to the provisions of Chapter V of the 2020 stock option and restricted stock incentive plan, the incentive object shall lift the restriction according to the actual number of restricted shares lifted in the current year, and the restricted shares that cannot be lifted in the current year shall be repurchased and cancelled by the company, and the repurchase price shall be the grant price plus the interest of fixed deposits in the bank in the same period; Incentive objects shall exercise their rights according to the actual exercise quantity of the individual in the current year, and the stock options that cannot be exercised in the current year shall be assessed and cancelled by the company.
The lawyers of the firm believe that the repurchase and cancellation of one incentive object's granted but unlocked restricted shares and the cancellation of its granted but still waiting stock options this time comply with the provisions of the administrative measures and other relevant laws and regulations and the 2020 stock option and restricted stock incentive plan.
2、 Approval and authorization of this repurchase cancellation
1. On May 22, 2020, the company held the 2019 annual general meeting of shareholders by combining on-site voting and online voting, and deliberated and adopted the "2020 stock option and restricted stock incentive plan (Draft)" and its summary "," management measures for the implementation and assessment of the company's 2020 stock option and restricted stock incentive plan "and the" proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive ", Agree to the company's implementation of this equity incentive plan, and authorize the company's board of directors to handle matters related to equity incentive.
2. On March 25, 2022, Jiangsu Nonghua Intelligent Agriculture Technology Co.Ltd(000816) convened the 25th meeting of the 8th board of directors, deliberated and adopted the proposal on repurchase and cancellation of some restricted shares and cancellation of some stock options. In view of the fact that the company's 2020 stock option and restricted stock incentive plan granted some incentive objects for the first time, and the performance assessment at the individual level in 2021 was unqualified, according to the relevant provisions of the company's 2020 stock option and restricted stock incentive plan and the company's measures for the Administration of the assessment of the implementation of 2020 stock option and restricted stock incentive plan, The board of directors agrees that the company shall repurchase and cancel 150000 shares of restricted shares held by the above incentive objects that have been granted but have not been lifted. The repurchase price is the grant price (RMB 1 per share) plus the interest of bank time deposit in the same period, and cancel 450000 granted but still waiting stock options.
3. On March 25, 2022, Jiangsu Nonghua Intelligent Agriculture Technology Co.Ltd(000816) independent directors issued the opinions of independent directors. In response to the proposal on repurchase and cancellation of some restricted shares and cancellation of some stock options, the independent directors believe that the company's 2020 stock options and restricted stock incentive plan granted some incentive objects for the first time, which has failed to meet the conditions for the exercise of stock options and the lifting of restrictions on the sale of restricted shares due to the unqualified performance assessment at the individual level in 2021. The company's repurchase and cancellation of some restricted shares and cancellation of some stock options this time comply with the relevant provisions of the measures for the administration of equity incentives of listed companies, the company's 2020 stock option and restricted stock incentive plan, the measures for the administration of the implementation and assessment of 2020 stock option and restricted stock incentive plan, and there is no damage to the interests of the company and shareholders.
4. On March 25, 2022, Jiangsu Nonghua Intelligent Agriculture Technology Co.Ltd(000816) convened the 21st Meeting of the 8th board of supervisors, deliberated and adopted the proposal on repurchase and cancellation of some restricted shares and cancellation of some stock options. Because one incentive object failed to pass the personal performance assessment in 2021 and did not meet the conditions for lifting the restrictions on the sale of restricted shares and exercising stock options, it was agreed to cancel 450000 granted but still waiting stock options held by him in accordance with the company's 2020 stock option and restricted stock incentive plan, the measures for the administration of the implementation and evaluation of 2020 stock option and restricted stock incentive plan and other relevant regulations, Repurchase and cancel 150000 shares of restricted shares that have been granted but not yet lifted, and the repurchase price is 1 yuan / share plus the interest of bank time deposit in the same period. Our lawyers believe that Jiangsu Nonghua Intelligent Agriculture Technology Co.Ltd(000816) has fulfilled the necessary legal procedures for the cancellation of this repurchase, and the company still needs to perform the follow-up information disclosure obligations and go through the relevant settlement procedures with China Securities Depository and Clearing Co., Ltd; At the same time, the cancellation of this repurchase will lead to the reduction of the company's registered capital, so the company still needs to perform the corresponding capital reduction procedures in accordance with the relevant provisions of the company law.
3、 Quantity and price of this repurchase cancellation
According to the provisions of the 2020 incentive plan for stock options and restricted stocks, if the incentive object fails to pass the performance assessment at the individual level, the restricted stocks in the current period shall be lifted, the quantity of restricted stocks shall be repurchased and cancelled, and the repurchase price shall be the grant price (1 yuan per share) plus the interest on fixed deposits in the bank in the same period.
According to the resolutions of the 25th meeting of the 8th board of directors and the 21st Meeting of the 8th board of supervisors, the company plans to repurchase and cancel a total of 150000 restricted shares granted to one incentive object that have not been unlocked, and cancel a total of 450000 stock options granted but still in the waiting period.
Our lawyers believe that the quantity and price of the repurchase and cancellation of the company comply with the administrative measures and other relevant laws and regulations and the provisions of the 2020 stock option and restricted stock incentive plan.
4、 Concluding observations
To sum up, our lawyers believe that Jiangsu Nonghua Intelligent Agriculture Technology Co.Ltd(000816) the reasons, quantity, price and procedures performed so far for the repurchase and cancellation of restricted shares and stock options are in line with the relevant laws and regulations such as the administrative measures and the relevant provisions of the 2020 stock option and restricted stock incentive plan; The company still needs to perform the follow-up information disclosure obligations for the cancellation of this repurchase, go through the relevant settlement procedures with China Securities Depository and Clearing Corporation, and perform the corresponding capital reduction procedures.
This legal opinion is made in triplicate.
(there is no text on this page, which is the signature page of the legal opinion of Shanghai jintiancheng (Chongqing) law firm on Jiangsu Nonghua Intelligent Agriculture Technology Co.Ltd(000816) repurchase and cancellation of some restricted shares and cancellation of some stock options)
Lawyer in charge of Shanghai jintiancheng (Chongqing) law firm: Lin Ke principal: Shen Rengang, Wang Dan
March 25, 2022
