Zhejiang Liuhe Law Firm
About Zhejiang Founder Motor Co.Ltd(002196)
Matters related to the repurchase and cancellation of some restricted shares under the restricted stock incentive plan in 2021
Legal opinion
Zhejiang Liuhe Law Firm
About Zhejiang Founder Motor Co.Ltd(002196)
Restricted stock incentive plan for 2021
Repurchase and cancellation of some restricted shares
Legal opinion
Zhe Liu He FA Yi (2022) No. 420 to: Zhejiang Founder Motor Co.Ltd(002196)
Entrusted by Zhejiang Founder Motor Co.Ltd(002196) (hereinafter referred to as “the company”), Zhejiang Liuhe law firm (hereinafter referred to as “the firm”) appoints lawyer LV Rong and lawyer Wu Yuanli (hereinafter referred to as “the firm”) to act as special legal counsel in accordance with the company law of the people’s Republic of China (hereinafter referred to as “the company law”) and the securities law of the people’s Republic of China (hereinafter referred to as “the securities law”) The measures for the administration of equity incentive of listed companies (hereinafter referred to as the “measures”) and other relevant laws, regulations and normative documents, as well as the provisions of the current effective Zhejiang Founder Motor Co.Ltd(002196) articles of Association (hereinafter referred to as the “articles of association”), This legal opinion is issued on matters related to the repurchase and cancellation of some restricted shares (hereinafter referred to as “this repurchase and cancellation”) by the company’s restricted stock incentive plan in 2021 (hereinafter referred to as “incentive plan”).
In order to issue this legal opinion, we hereby make the following statement:
1. The lawyers of our firm have examined the originals, copies or copies of documents and materials related to the issuance of this legal opinion provided by the company, listened to the statements and explanations of relevant parties on relevant facts, and conducted necessary verification and verification on relevant issues. The company guarantees that the information and documents (including but not limited to the original written materials, duplicate materials and oral information) provided to our lawyers are true, accurate, complete and effective, the copies or copies of such materials are consistent with their original materials or originals, the signatures and seals of all documents are true, and there are no false records, misleading statements or major omissions.
2. Our lawyers express legal opinions based on the facts that have occurred or existed before the date of issuance of this legal opinion and the current laws, regulations and normative documents in China, and based on the understanding of relevant facts and relevant laws, administrative regulations and normative documents in China. For the facts that are crucial to the issuance of this legal opinion and cannot be supported by independent evidence, our lawyers rely on relevant government departments This legal opinion is issued with the supporting documents issued by the company or other relevant institutions.
3. Our lawyers only express legal opinions on legal issues related to the cancellation of this repurchase, and do not express opinions on professional matters such as accounting, auditing and finance. The reference of relevant financial data or conclusions in this legal opinion does not mean that our lawyers make any express or implied guarantee for the authenticity of such data and conclusions, and our lawyers are not qualified to verify and evaluate such data and conclusions.
4. This legal opinion is only for the purpose of the company’s implementation of this repurchase cancellation, and shall not be used for any other purpose.
5. The exchange agrees to take this legal opinion as the necessary legal document for the company to implement the repurchase cancellation, submit or disclose it together with other application materials, and bear corresponding legal liabilities for the legal opinion issued in accordance with the law. The exchange agrees that the company shall quote the relevant contents of this legal opinion in the relevant documents prepared for the implementation of this repurchase cancellation according to law, but the quotation shall not be carried out in any way that may lead to deviation in the understanding of this legal opinion. Otherwise, the exchange has the right to review and confirm the corresponding contents of the above relevant documents again. Based on the above, our lawyers, in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, issue the following legal opinions:
1、 Authorization and approval of this repurchase cancellation
(I) authorization for cancellation of this repurchase
On April 14, 2021, the company held the first extraordinary general meeting of shareholders in 2021, deliberated and passed the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company’s 2021 restricted stock incentive plan, and authorized the board of directors on matters related to the implementation of the company’s 2021 restricted stock incentive plan, The contents of authorization include but are not limited to: “the board of directors is authorized to handle the procedural procedures such as the change and termination of the restricted stock incentive plan, including but not limited to the cancellation of the incentive object’s qualification for lifting the restriction on sales, the repurchase and cancellation of the restricted stock of the incentive object that has not been lifted, the inheritance of the restricted stock of the deceased incentive object that has not been lifted, and the termination of the company’s restricted stock incentive plan.”
The lawyers of the firm believe that the board of directors of the company has obtained the necessary approval and authorization from the general meeting of shareholders of the company for the cancellation of the repurchase, and has the right to decide the relevant matters of the cancellation of the repurchase in accordance with the relevant provisions of the management measures and the Zhejiang Founder Motor Co.Ltd(002196) 2021 restricted stock incentive plan (Draft) (hereinafter referred to as “2021 incentive plan (Draft)”.
(II) approval for cancellation of this repurchase
1. On April 14, 2022, the 16th meeting of the seventh board of directors deliberated and approved the proposal on repurchase and cancellation of some restricted shares. In this incentive plan, Zhang Shuai and other three incentive objects did not meet the incentive conditions due to their resignation. The board of directors of the company agreed to repurchase and cancel all 195000 restricted shares granted but not lifted, with a repurchase price of 3.50 yuan per share.
2. On April 14, 2022, the 10th meeting of the seventh board of supervisors deliberated and approved the proposal on repurchase and cancellation of some restricted shares, and agreed to the matters related to this repurchase and cancellation.
3. On April 14, 2022, the independent directors of the company expressed independent opinions on the matters related to the repurchase and cancellation of some restricted shares, and agreed to the repurchase and cancellation of some restricted shares.
According to the management measures and the provisions of the incentive plan, the cancellation of this repurchase shall also be submitted to the general meeting of shareholders for approval.
Accordingly, our lawyers believe that, in addition to being submitted to the general meeting of shareholders for deliberation and approval, as of the date of issuance of this legal opinion, the company’s repurchase cancellation has obtained the necessary approval and authorization at this stage, which is in line with the provisions of the management measures and the incentive plan.
2、 Basic information of this repurchase cancellation
(I) reasons and basis for cancellation of this repurchase
Article 2 of Chapter 13 of Zhejiang Founder Motor Co.Ltd(002196) 2021 restricted stock incentive plan (Draft) stipulates that the incentive object leaves the company: “If the incentive object leaves the company for the following reasons, the restricted shares of the incentive object that have been lifted will continue to be valid, and the restricted shares that have not been lifted after leaving the company will be repurchased and cancelled by the company at the grant price: 1. The employment contract between the incentive object and the company expires and will not be renewed by both parties; 2. The employment contract between the incentive object and the company does not expire and the individual performance does not meet the assessment management measures Being dismissed according to the prescribed standards; 3. The incentive object submits his resignation to the company before the expiration of the employment contract with the company and is approved by the company; 4. The employment contract between the incentive object and the company has not expired, leaves the company without the consent of the company, or is dismissed by the company due to violation of law, violation of professional ethics, disclosure of company secrets, dereliction of duty or dereliction of duty and other acts that seriously damage the interests or reputation of the company.
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According to the resignation documents and other materials of the incentive objects provided by the company, Zhang Shuai and other three original incentive objects have resigned. The restricted shares that have been granted but have not been lifted shall not be lifted and shall be repurchased and cancelled by the company.
(II) quantity and price of this repurchase cancellation
According to the proposal on repurchase and cancellation of some restricted shares deliberated and adopted at the 16th meeting of the seventh board of directors on April 14, 2022, in this incentive plan, Zhang Shuai and other three incentive objects have not met the incentive conditions due to their resignation, and the board of directors of the company agrees to repurchase and cancel all restricted shares granted but not lifted, It plans to repurchase and cancel 195000 restricted shares granted but not yet lifted, with a repurchase price of 3.50 yuan per share.
(III) capital source of this repurchase cancellation
According to the company’s instructions, all the repurchase funds of the restricted shares cancelled in this repurchase shall be paid by the company’s own funds.
Accordingly, our lawyers believe that the reason, quantity, price and source of funds for the cancellation of this repurchase comply with the relevant provisions of the management measures and the incentive plan.
4、 Concluding observations
In conclusion, our lawyers believe that as of the date of issuance of this legal opinion, the repurchase cancellation has obtained the necessary approval and authorization at this stage. The reason, quantity and price of the repurchase cancellation comply with the relevant provisions of the management measures and incentive plan. The repurchase cancellation complies with the company law, securities law, management measures and other relevant laws, regulations, normative documents and the articles of association Relevant provisions of the incentive plan.
This legal opinion is made in triplicate, which shall come into force after being signed by our lawyer and stamped with our official seal.
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(there is no text on this page, which is the signature page of the legal opinion of Zhejiang Liuhe law firm on matters related to the repurchase and cancellation of some restricted shares under the Zhejiang Founder Motor Co.Ltd(002196) 2021 restricted stock incentive plan)
Principal of the firm: Handling lawyer: Zheng Jindu, LV Rong
Handling lawyer: Wu Yuanli
Date: April 14, 2022
