Beijing JunZeJun (Shanghai) law firm
about
Guangxi Liugong Machinery Co.Ltd(000528)
Restricted shares granted under the restricted stock incentive plan in 2018
Achievements in lifting the restrictions on sales in phase II
of
Legal opinion
40F, building 1, Shanghai Lujiazui Finance & Trade Zone Development Co.Ltd(600663) Century Financial Plaza, No. 729, Yanggao South Road, Shanghai
Postal Code: 200127 Tel: (8621) 61060889 Fax: (8621) 61060890
40 Floor， Lujiazui Century Financial Plaza， No.729 South Yanggao Road，Shanghai 200127，P.R.China Tel：（862161060889 / Fax：（862161060890
March 2022
Beijing JunZeJun (Shanghai) law firm
About Guangxi Liugong Machinery Co.Ltd(000528)
2018 restricted stock incentive plan
Achievement of the second phase of the release of restrictions on the sale of restricted shares
Legal opinion
To: Guangxi Liugong Machinery Co.Ltd(000528)
Beijing JunZeJun (Shanghai) law firm (hereinafter referred to as “the firm”) has accepted the entrustment of Guangxi Liugong Machinery Co.Ltd(000528) (hereinafter referred to as ” Guangxi Liugong Machinery Co.Ltd(000528) shares” or “the company”) as the special legal adviser of the company’s 2018 restricted stock incentive plan (hereinafter referred to as “the incentive plan” or “the plan”), in accordance with the securities law of the people’s Republic of China (hereinafter referred to as “the securities law”) The company law of the people’s Republic of China (hereinafter referred to as the “company law”), the measures for the administration of equity incentive of listed companies (hereinafter referred to as the “administrative measures”) and other laws and administrative regulations issued by the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”) Relevant provisions of departmental rules and normative documents (hereinafter referred to as laws and regulations), the Guangxi Liugong Machinery Co.Ltd(000528) articles of Association (hereinafter referred to as the “articles of association”), and the Guangxi Liugong Machinery Co.Ltd(000528) 2018 restricted stock incentive plan (Draft) (hereinafter referred to as the “incentive plan”) prepared by the company for this equity incentive plan, This legal opinion is issued on the relevant matters related to the achievement of the second phase of lifting the restrictions on the sale of restricted shares granted by the company in this stock incentive plan (hereinafter referred to as “this lifting of restrictions”).
In order to issue this legal opinion, our lawyers consulted the relevant documents and materials of the company’s lifting of the sales restriction, and obtained the following guarantee from the company: all documents, materials, statements and explanations provided by the company to the company are complete, true and effective, and all facts and documents sufficient to affect this legal opinion have been disclosed to the company without any concealment or major omission; All signatures and seals in the documents provided by the company are true, and the copies, copies or faxes of the documents are consistent with the original.
For the fact that this legal opinion is very important and cannot be supported by independent evidence, the exchange relies on the supporting documents issued by relevant departments, companies or other relevant units to issue this legal opinion.
In accordance with relevant laws and regulations, the measures for the administration of securities legal business of law firms, the professional rules for 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 and good faith, conducted sufficient verification and verification, and independently, objectively and impartially issued this legal opinion, Ensure that there are no false records, misleading statements or major omissions in this legal opinion, and bear corresponding legal liabilities.
This legal opinion is only used by the company for the purpose of lifting the sales restriction, and shall not be used for any other purpose. The exchange agrees that the company shall quote the relevant contents of this legal opinion in the relevant documents prepared for the lifting of the sales restriction, but when the company makes the above quotation, it shall not lead to ambiguity or misinterpretation due to the quotation. The company has the right to review and confirm the corresponding contents of the relevant documents again.
In accordance with the provisions of the company law, the securities law and other Chinese laws, regulations and normative documents, 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: I. approval and authorization of this restricted stock incentive plan
After verification by our lawyers, as of the date of issuance of this legal opinion, the company has performed the following legal procedures for the implementation of the lifting of sales restrictions:
1. From December 27 to 28, 2018, the 15th meeting of the 8th board of directors of the company deliberated and approved the proposal on Guangxi Liugong Machinery Co.Ltd(000528) 2018 restricted stock incentive plan (Draft) and its summary, the proposal on Guangxi Liugong Machinery Co.Ltd(000528) 2018 restricted stock incentive assessment 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 equity incentive plan. On the same day, the independent directors of the company expressed independent opinions on the incentive plan, believing that the implementation of the equity incentive plan is conducive to the sustainable development of the company and will not damage the interests of the company and all shareholders.
2. From December 27 to 28, 2018, the 13th meeting of the eighth board of supervisors of the company deliberated and approved the proposal on Guangxi Liugong Machinery Co.Ltd(000528) 2018 restricted stock incentive plan (Draft) and its summary, the proposal on Guangxi Liugong Machinery Co.Ltd(000528) 2018 restricted stock incentive assessment measures “and the proposal on verifying the list of incentive objects of the company’s 2018 restricted stock incentive plan.
3. On January 11, 2019, the board of supervisors issued the review opinions and publicity statement of the board of supervisors on the list of incentive objects of the company’s 2018 restricted stock incentive plan (Draft). According to the company’s internal publicity of the list of proposed incentive objects from December 29, 2018 to January 9, 2019 and the verification results of the board of supervisors, It is considered that the adjusted incentive object has the qualification specified in the company law, securities law and other laws, regulations and normative documents, meets the incentive object conditions specified in the management measures, and is legal and effective as the incentive object of the company’s equity incentive plan.
4. On January 14, 2019, the 16th (Interim) meeting of the 8th board of directors of the company deliberated and approved the proposal on adjusting the list of incentive objects of Guangxi Liugong Machinery Co.Ltd(000528) 2018 restricted stocks. On the same day, the independent directors of the company expressed their independent opinions on this and believed that the subject qualification of the incentive object was legal and effective.
5. On January 15, 2019, Guangxi Guangxi Liugong Machinery Co.Ltd(000528) Group Co., Ltd., the controlling shareholder of the company, received the reply on Guangxi Liugong Machinery Co.Ltd(000528) implementing equity incentive plan (GUI Guo Zi Fu (2019) No. 10) issued by the state owned assets supervision and Administration Commission of Guangxi Zhuang Autonomous Region. Guangxi SASAC originally agreed to the company’s incentive plan and required to implement it according to the incentive plan, and agreed to the stock incentive assessment measures in principle.
6. On January 17, 2019, the first extraordinary general meeting of the company in 2019 deliberated and approved the proposal on Guangxi Liugong Machinery Co.Ltd(000528) 2018 restricted stock incentive plan (Draft) and its summary, the proposal on Guangxi Liugong Machinery Co.Ltd(000528) 2018 restricted stock incentive assessment measures “, and the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company’s equity incentive plan. The general meeting of shareholders authorizes the board of directors to handle the change and termination of the restricted stock incentive plan, including but not limited to canceling the incentive object’s qualification for lifting the restriction on sales, repurchasing and canceling the restricted stock of the incentive object that has not been lifted, terminating the company’s restricted stock incentive plan, etc.
7. On February 15, 2019, the 17th meeting of the 8th board of directors of the company deliberated and approved the proposal on adjusting the granting objects and the granting quantity of the company’s 2018 restricted stock incentive plan and the proposal on granting restricted shares to the objects of the company’s 2018 restricted stock incentive plan. On the same day, the independent directors of the company expressed their independent opinions on this and believed that the subject qualification of the incentive object was legal and effective, and the determined grant date met the relevant provisions.
8. On February 15, 2019, the 14th meeting of the eighth board of supervisors of the company deliberated and approved the proposal on adjusting the granting objects and the granting quantity of the company’s 2018 restricted stock incentive plan and the proposal on granting restricted shares to the objects of the company’s 2018 restricted stock incentive plan, and confirmed that the granting price was 3.37 yuan / share.
9. On February 15, 2019, the board of supervisors issued the verification opinions of the board of supervisors on matters related to the granting of restricted shares by the company to the incentive objects of the 2018 restricted stock incentive plan on the adjusted list of incentive objects, and considered that the conditions for the granting of the restricted stock incentive plan were ripe, and the incentive objects met the requirements of the company law, securities law and other laws The qualifications stipulated in laws and regulations, normative documents and the articles of association meet the incentive object conditions stipulated in the management measures, trial measures and incentive plan. As the incentive object of the company’s restricted stock incentive plan, its subject qualification is legal and effective. It is agreed to grant 11.913 million restricted shares to 1656 incentive objects on February 15, 2019.
10. On February 27, 2019, the company announced the announcement on the completion of the grant registration of the restricted stock incentive plan in 2018. The company completed the share registration in Shenzhen Branch of China Securities Depository and Clearing Corporation Limited. The company actually granted a total of 11.283 million restricted shares to 1586 incentive objects for the first time. 11. On May 30, 2019, according to the authorization of the company’s first extraordinary general meeting in 2019, the company held the 20th (extraordinary) meeting of the eighth board of directors and the 17th meeting of the eighth board of supervisors, deliberated and adopted the proposal on the company’s 2018 reserved shares grant scheme for restricted shares respectively, and agreed to take May 30, 2019 as the grant date, 2052100 reserved restricted shares were granted to 269 eligible incentive objects. The independent directors expressed independent opinions on relevant matters, the board of supervisors of the company reviewed and issued verification opinions on relevant matters, and lawyers expressed relevant opinions on this.
12. According to the resolutions of the 20th (Interim) meeting of the 8th board of directors and the 17th meeting of the 8th board of supervisors, the board of directors of the company implemented and completed the grant of the reserved part of restricted shares in 2018, and disclosed the completion of the grant on June 27, 2019. The company’s reserved share grant date is May 30, 2019 and the listing date is June 28, 2019. 259 incentive objects are actually granted, 2013600 restricted shares are reserved, and the grant price is 3.46 yuan / share.
13. According to the resolutions of the 21st Meeting of the 8th board of directors and the 18th meeting of the 8th board of supervisors, the board of directors of the company implemented and completed the work of partial repurchase and cancellation of restricted shares in 2018, and disclosed it on December 25, 2019. The total share capital of the company was reduced from 1476111376 shares to 1475921376 shares.
14. According to the resolutions of the 27th meeting of the 8th board of directors and the 23rd Meeting of the 8th board of supervisors, the board of directors of the company implemented and completed the work on repurchase and cancellation of some restricted shares in 2018,
It was disclosed on February 26, 2021 that the total share capital of the company was reduced from 1475921376 shares to 1475240876 shares.
15. From March 25 to 26, 2021, the 31st meeting of the 8th board of directors and the 27th meeting of the 8th board of supervisors deliberated and approved the proposal on the achievement of the conditions for the first unlocking period of the company’s 2018 restricted stock plan and the proposal on the company’s repurchase and cancellation of some 2018 restricted stocks, of which 4054000 restricted shares are planned to be listed and circulated, and the listing date is April 13, 2021; 2 Beijing Comens New Materials Co.Ltd(300200) shares are to be repurchased and cancelled.
16. On July 15, 2021, the 36th (Interim) meeting of the eighth board of directors and the 30th meeting of the eighth board of supervisors considered and approved the proposal on the achievement of unlocking conditions for the first unlocking period of reserved granted shares in the 2018 restricted stock incentive plan and the proposal on the company’s repurchase and cancellation of some restricted shares in 2018, of which 753600 restricted shares are planned to be listed and circulated, The listing date is August 17, 2021; 141500 shares are to be repurchased and cancelled.
17. On February 8, 2022, the company completed the repurchase and cancellation procedures of 371700 restricted shares and issued an announcement. The total share capital of the company was reduced from 1475240876 shares to 1474869176 shares.
18. From March 28 to 29, 2022, the second meeting of the ninth board of directors and the second meeting of the ninth board of supervisors deliberated and adopted the proposal on the achievement of unlocking conditions in the second unlocking period of the company’s 2018 restricted stock incentive plan and the proposal on the company’s repurchase and cancellation of some 2018 restricted stocks.
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