Hunan Yixing law firm on Tangrenshen Group Co.Ltd(002567) 2022 stock option incentive plan
of
Legal opinion
Hunan Yixing law firm
January, 2002
catalogue
1、 The company's main qualification for implementing this incentive plan 3 II. Main contents of this incentive plan 5 III. procedures for the formulation, deliberation and publicity of this equity incentive plan 6 IV. determination of incentive objects under this incentive plan 9 v. information disclosure obligations involved in this incentive plan Vi. financial support for the incentive objects under the incentive plan 12 VII. Impact of this incentive plan on the interests of the company and all shareholders 12 VIII. Related directors avoid voting 13 IX. concluding comments thirteen
Hunan Yixing law firm
About Tangrenshen Group Co.Ltd(002567)
Of stock option incentive plan in 2022
Legal opinion
To: Tangrenshen Group Co.Ltd(002567)
Hunan Yixing law firm (hereinafter referred to as "the firm") is entrusted by Tangrenshen Group Co.Ltd(002567) (hereinafter referred to as "the company" or " Tangrenshen Group Co.Ltd(002567) ") as a special legal consultant to provide legal services for the company's 2022 stock option incentive plan project (hereinafter referred to as "the incentive plan", "the incentive plan" or "the plan"). In accordance with the company law of the people's Republic of China (hereinafter referred to as the "company law"), the securities law of the people's Republic of China (hereinafter referred to as the "Securities Law"), the administrative measures for equity incentive of listed companies (2018 Amendment) (hereinafter referred to as the "administrative measures"), and other laws Laws and regulations, normative documents and the Tangrenshen Group Co.Ltd(002567) articles of Association (hereinafter referred to as the "articles of association") and other documents issue this legal opinion on this incentive plan. In order to issue this legal opinion, we hereby make the following statement:
(I) the exchange issues legal opinions in accordance with Chinese laws, regulations, rules of local governments and departments, normative documents, relevant provisions of CSRC and stock exchanges, and facts that have occurred or exist before the date of issuance of this legal opinion.
(II) Tangrenshen Group Co.Ltd(002567) assures the firm that it has provided the lawyers of the firm with legal advice for issuing legal documents Changsha General Office of Hunan Yixing law firm: No. 1506, First Avenue, No. 2, Wuyi West Road, Changsha Tel: 0731-82235259 82239176 Zhuzhou branch of Hunan Yixing law firm: 10 / F, block B, Changjiang central business building, Tianyuan District, Zhuzhou Tel: 0731-28217646 28221003 all facts and information necessary for the opinion, and all documents and information are true and complete It is legal and valid. The copy or copy of the document is consistent with the original or original. All signatures and seals on the document are true.
(III) the exchange only gives opinions on legal issues related to the incentive plan, and does not give opinions on professional matters such as audit, evaluation and profit forecast. When these contents are involved in this legal opinion, they are quoted in strict accordance with the reports or Tangrenshen Group Co.Ltd(002567) documents issued by relevant intermediaries, which does not mean that the exchange makes any express or implied guarantee for the authenticity and accuracy of these data and conclusions.
(IV) in order to issue this legal opinion, our lawyers have strictly performed their statutory duties in accordance with the provisions of relevant laws, regulations, rules and normative documents, followed the principles of diligence and good faith, and fully checked the legitimacy, compliance, authenticity and effectiveness of Tangrenshen Group Co.Ltd(002567) this incentive plan. The exchange guarantees that there are no false records, misleading statements and major omissions in this legal opinion.
(V) the exchange agrees to take this legal opinion as the necessary legal document for the company to apply for this incentive plan, report it together with other materials, and bear corresponding legal liabilities for the authenticity, accuracy and completeness of this legal opinion according to law.
(VI) this legal opinion is only used by the company for the purpose of this incentive plan 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 by the company for the implementation of this incentive plan, but when the company makes the above quotation, it shall not cause legal ambiguity or misinterpretation due to the quotation. The exchange has the right to review and confirm the corresponding contents of the above relevant documents again.
...... Hunan Yixing law firm Changsha general office: No. 1506, First Avenue, No. 2, Wuyi West Road, Changsha Tel: 0731-82235259 82239176 Hunan Yixing law firm Zhuzhou branch: 10 / F, block B, Changjiang central business building, Tianyuan District, Zhuzhou Tel: 0731-28217646 28221003
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1、 The company is qualified to implement the incentive plan
(I) the company is a listed company legally established and existing
Approved by the reply on approving Tangrenshen Group Co.Ltd(002567) initial public offering (zjxk [2011] No. 331) of China Securities Regulatory Commission and the notice on the listing of Tangrenshen Group Co.Ltd(002567) RMB common shares (SZS (2011) No. 93) of Shenzhen Stock Exchange, the shares are listed on Shenzhen Stock Exchange, with the stock abbreviation of " Tangrenshen Group Co.Ltd(002567) " and the stock code of "002567".
According to the inspection of our lawyers, Tangrenshen Group Co.Ltd(002567) now holds the business license with the unified social credit code of 914300006166100187 issued by Hunan market supervision and administration on April 6, 2021. Its domicile is Liyu Industrial Park, national high tech Industrial Development Zone, Zhuzhou City, Hunan Province, its legal representative is Tao Yishan, and its registered capital is 1206017542 million yuan, The type of enterprise is limited liability company (joint venture and listing between Taiwan, Hong Kong and Macao and China), and its business scope is the production of compound feed, concentrated feed (operated with the valid examination certificate of feed production enterprise), and the production of additive premixed feed (operated with the valid production license of additive premixed feed), Breeding livestock and poultry seedlings (limited to branches operating with breeding livestock and poultry production and operation license) and the self-sale of the above products. Feed raw material trade, feed technology research and development, technical services and import and export business (commodities involving quota license management and special regulations management shall be handled in accordance with the relevant provisions of the state). (items subject to approval in accordance with the law, ------------------------------------------------------------------------------------------------------------------------------------- Hunan Yixing law firm Changsha general office: No. 1506, First Avenue, No. 2, Wuyi West Road, Changsha Tel.: 0731-82235259 82239176 Hunan Yixing law firm Zhuzhou branch: Zhuzhou Floor 10, block B, Changjiang central business building, Tianyuan District, city Tel: 0731-28217646 28221003 (business activities can be carried out only with the approval of relevant departments).
According to the information and confirmation provided by the company, the articles of association and the national enterprise credit information publicity system have been approved by our lawyers（ http://www.gsxt.gov.cn./index.html ）As of the date of issuance of this legal opinion, the registration status of Tangrenshen Group Co.Ltd(002567) is "existence"; Tangrenshen Group Co.Ltd(002567) there are no circumstances such as being revoked, revoked or ordered to close down due to violation of relevant laws and regulations on industrial and commercial administration, and there are no circumstances such as expiration of business term, dissolution decided by shareholders, dissolution due to merger or division, failure to pay off due debts, declaration of bankruptcy according to law, and being ordered to close down in violation of laws and regulations Circumstances where the provisions of normative documents and the articles of association need to be terminated.
(II) the company is not allowed to implement the incentive plan as stipulated in Article 7 of the management measures
According to the audit report, internal control assurance report and the company's description issued by Tianzhi international certified public accountants firm (special general partnership) hired by the company in the last 36 months, and through the lawyers of the firm on the website of China Securities Regulatory Commission（ http://www.c
1. An audit report with a negative opinion or unable to express an opinion on the financial and accounting report of the most recent fiscal year issued by a certified public accountant--------------------------------------------------------------------------------------------------------------------------------------------- Hunan Yixing law firm Changsha general office: No. 1506, First Avenue, No. 2, Wuyi West Road, Changsha Tel: 0731-82235259 82239176 Hunan Yixing law firm Zhuzhou branch: 10 / F, block B, Changjiang central business building, Tianyuan District, Zhuzhou Tel: 0731-28217646 28221003
2. The internal control of the financial report of the most recent fiscal year is an audit report with a negative opinion or unable to express an opinion issued by a certified public accountant;
3. Failure to distribute profits in accordance with laws and regulations, the articles of association and public commitments within the last 36 months after listing;
4. Equity incentive is not allowed according to laws and regulations;
5. Other circumstances recognized by the CSRC.
In conclusion, our lawyers believe that Tangrenshen Group Co.Ltd(002567) is a joint stock limited company legally established, effectively existing and listed on Shenzhen Stock Exchange. As of the date of issuance of this legal opinion, there is no situation that needs to be terminated in accordance with laws, administrative regulations and the articles of Association; There is no circumstance that the equity incentive plan shall not be implemented as stipulated in the administrative measures; Tangrenshen Group Co.Ltd(002567) is qualified to apply for the implementation of this incentive plan.
2、 Main contents of this incentive plan
According to the company law, securities law, administrative measures and other relevant laws and regulations, our lawyers have checked the relevant contents of the Tangrenshen Group Co.Ltd(002567) 2022 stock option incentive plan (Draft) (hereinafter referred to as the "incentive plan (Draft)"). The details are as follows:
The main contents of the incentive plan (Draft) include: (1) the purpose and principles of the incentive plan; (2) The management organization of the incentive plan; (3) Determination basis and scope of incentive objects; (4) The source, quantity and distribution of stock options; (5) Validity period, grant date, waiting period, vesting date and lock up period; （6） Exercise price of stock options and --------------------------------------------------------------------------------------------------------------------------------------------------- Hunan Yixing law firm Changsha Office: No. 1506, First Avenue, No. 2, Wuyi West Road, Changsha Tel.: 0731-82235259 82239176 Hunan Yixing law firm Zhuzhou branch: Zhuzhou City 10 / F, block B, Changjiang central business building, Tianyuan District Tel: 0731-28217646 28221003 determination method of exercise price; (7) Conditions for granting and exercising stock options; (8) Adjustment methods and procedures of the incentive plan; (9) Accounting treatment of stock options; (10) Implementation procedures of stock option incentive plan; (11) Respective rights and obligations of the company / incentive object; (12) Handling of changes in the company / incentive object; (13) Supplementary provisions.
According to the incentive plan (Draft), the number of stock options to be granted to incentive objects in the incentive plan is 60 million, accounting for about 4.98% of the company's total share capital of 1206017542 shares on the announcement date of the incentive plan (Draft). Among them, 55.49 million stock options were granted for the first time, accounting for 92.48% of the total number of stock options to be granted in the incentive plan and 4.60% of the total share capital of the company on the announcement date of the incentive plan (Draft); 4.51 million reserved grants, accounting for about 7.52% of the total number of stock options to be granted under the incentive plan and about 0.37% of the total share capital of the company on the announcement date of the incentive plan (Draft). The reserved part does not exceed 20% of the total equity to be granted this time.
As of the announcement date of the incentive plan (Draft), the total number of subject shares involved in all effective equity incentive plans of the company shall not exceed 10% of the total share capital of the company.
Accordingly, our lawyers believe that the incentive plan (Draft) stipulates the type, source, quantity and percentage of shares in the total share capital of the company, which is in line with the relevant provisions of the administrative measures.
3、 Procedures for the formulation, deliberation and publicity of this equity incentive plan
(I) main procedures performed by the company for the implementation of this incentive plan
According to the meeting documents provided by the company, as of the date of issuance of this legal opinion, it is ---------------------------------------------------------------------------------------------------------------------------------------------------- Changsha General Office of Hunan Yixing law firm: 1506, First Avenue, No. 2, Wuyi West Road, Changsha
