About Sanlux Co.Ltd(002224)
Legal opinions on the adjustment of employee stock ownership plan in 2021
Shanghai Guangfa (Hangzhou) law firm (hereinafter referred to as "the firm") accepts the entrustment of Sanlux Co.Ltd(002224) (hereinafter referred to as " Sanlux Co.Ltd(002224) " or "the company") as its special legal adviser on matters related to the adjustment of the company's 2021 employee stock ownership plan, According to the guidance on the pilot implementation of employee stock ownership plan by listed companies (hereinafter referred to as the "pilot guidance") issued by China Securities Regulatory Commission (hereinafter referred to as "CSRC") Shenzhen Stock Exchange (hereinafter referred to as "Shenzhen Stock Exchange") promulgated the "guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board" (hereinafter referred to as "standardized operation of listed companies on the main board") and other laws, regulations and normative documents, as well as the provisions of Sanlux Co.Ltd(002224) articles of association, and in accordance with the business standards recognized by the lawyer industry This legal opinion is issued in the spirit of ethics and diligence.
The exchange issues legal opinions in accordance with the facts that have occurred or exist before the issuance date of this legal opinion, the current laws and regulations of China and the relevant provisions of the CSRC, The statement is as follows: in accordance with the provisions of the securities law, the measures for the administration of securities legal business of law firms and the rules for the practice of securities legal business of law firms (for Trial Implementation), as well as 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, and conducted full verification and verification, Ensure that the facts identified in this legal opinion are true, accurate and complete, that the concluding opinions issued are legal and accurate, and that there are no false records, misleading statements or major omissions, and bear corresponding legal liabilities.
In the process of investigation for the issuance of this legal opinion, the company guarantees that it has provided the original written materials and duplicate materials deemed necessary by the exchange for the issuance of this legal opinion, and ensures that the above documents are true, accurate and complete, that all signatures and seals on the documents are true, and that the copies are consistent with the original. The exchange agrees to take this legal opinion as one of the necessary legal documents for the adjustment of the company's employee stock ownership plan in 2021, publicly disclose it together with other materials, and bear corresponding legal liabilities according to law.
This legal opinion is only for the purpose of the adjustment of the company's employee stock ownership plan in 2021, and shall not be used for any other purpose without the prior written consent of the exchange.
In accordance with the requirements of the law and in accordance with the business standards, ethics and diligence recognized by the lawyer industry, our lawyers issue the following legal opinions on the matters related to the adjustment of the employee stock ownership plan.
1、 Approval and authorization of employee stock ownership plan adjustment in 2021
The lawyers of the firm have consulted the meeting materials of the board of directors, the board of supervisors and the employee congress of the company to consider matters related to the adjustment of the employee stock ownership plan in 2021, as well as the announcement documents of the company. As of the date of issuance of this legal opinion, the company has performed the following procedures on matters related to the adjustment of the employee stock ownership plan in 2021:
1. On April 15, 2022, the company held the 6th meeting of the 7th board of directors, deliberated and approved the proposal on adjusting Sanlux Co.Ltd(002224) 2021 ESOP and its summary and the proposal on adjusting Sanlux Co.Ltd(002224) 2021 ESOP management measures.
According to the authorization of the second extraordinary general meeting of shareholders in 2021 for the company's board of directors to handle matters related to the employee stock ownership plan, the adjustment of the employee stock ownership plan can be reviewed and approved by the company's board of directors without submitting it to the company's general meeting of shareholders for review.
2. On April 15, 2022, the independent directors of the company expressed independent opinions on the adjustment of the employee stock ownership plan, It also holds that "due to the resignation of some participants in the employee stock ownership plan, the company has made corresponding amendments to the employee stock ownership plan, and the contents of the revised employee stock ownership plan comply with the company law, securities law, pilot guidance and other relevant laws, regulations, normative documents and the articles of association Provisions of the. Before the revision of the employee stock ownership plan, the company solicited the opinions of employees through holding the company's employee general meeting. There was no situation that damaged the interests of listed companies and the legitimate rights and interests of minority shareholders, and there was no situation that forced employees to participate in the employee stock ownership plan by means of apportionment, forced distribution and so on. The revised employee stock ownership plan is conducive to improving the level of corporate governance, improving the company's salary incentive mechanism, fully mobilizing the enthusiasm of employees and realizing the long-term sustainable development of the enterprise. According to the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company's employee stock ownership plan in 2021, which was deliberated and adopted at the second extraordinary general meeting of shareholders in 2021, the general meeting of shareholders has authorized the board of directors to handle matters related to the employee stock ownership plan. This proposal can be considered and approved by the board of directors of the company without submitting it to the general meeting of shareholders for deliberation. "
3. On April 15, 2022, the company held the fifth meeting of the seventh board of supervisors, deliberated and approved the proposal on adjusting Sanlux Co.Ltd(002224) 2021 ESOP and its summary and the proposal on adjusting Sanlux Co.Ltd(002224) 2021 ESOP management measures.
4. On April 15, 2022, the company held the employee congress, deliberated and approved the proposal on adjusting the employee stock ownership plan in Sanlux Co.Ltd(002224) 2021 and its summary.
The exchange believes that as of the date of issuance of this legal opinion, the adjustment of the company's employee stock ownership plan has fulfilled the necessary legal procedures in accordance with the provisions of the pilot guidance and is in line with the relevant provisions of the pilot guidance.
2、 Contents of this adjustment of employee stock ownership plan
The lawyer of the firm consulted the proposal on adjusting the 2021 ESOP of sanlish Co., Ltd. and its summary and the proposal on adjusting the management measures of 2021 ESOP of Sanlux Co.Ltd(002224) Co., Ltd. deliberated and adopted at the sixth meeting of the seventh board of directors of the company. According to the verification of our lawyers, due to the change of the participants of the employee stock ownership plan in 2021 due to the resignation of some participants, the company has revised the relevant provisions of the employee stock ownership plan of sanlish Co., Ltd. in 2021 (hereinafter referred to as the "Employee Stock Ownership Plan"), and the specific adjustments are as follows:
Shareholding before and after revision
Plan section
1、 The Sanlux Co.Ltd(002224) 2021 1, the Sanlux Co.Ltd(002224) 2021 employee stock ownership plan (Draft) (hereinafter referred to as the plan (Revised) (hereinafter referred to as the "Employee Stock Ownership Plan") is the basis of Sanlux Co.Ltd(002224) (hereinafter referred to as the "company", "company" Sanlux Co.Ltd(002224) ) According to the company law of the people's Republic of China, the securities law of the people's Republic of China, the company law of the people's Republic of China, the guiding law of the people's Republic of China on the pilot implementation of ESOP by listed companies and the opinions on the implementation of ESOP by listed companies The guidance on the pilot project of self-discipline supervision of listed companies of Shenzhen Stock Exchange, Shenzhen Stock Exchange citation No. 1 - standardized operation of listed companies on the main board and other relevant laws and regulations such as information disclosure guidelines for listed companies of special exchanges No. 4 - laws, administrative regulations, rules, normative documents, three force tips, employee stock ownership plan and other relevant laws The provisions of the articles of association of administrative law Co., Ltd.
Regulations, rules, normative documents and Sanlux Co.Ltd(002224) shares 2. The participants of this ESOP are the provisions of the articles of association of the company. 2. The participation of the employee stock ownership plan has an important role and impact on the overall performance and medium and long-term development of the company. 2. The participation of the company's directors (excluding independent directors), supervisors and senior managers seems to have an impact on the overall performance and medium and long-term development of the company, the middle managers of the company and its holding subsidiaries The total number of directors (excluding employees and other employees that the board of directors of the company considers should be encouraged. Independent directors), supervisors, senior managers and employees participating in the employee stock ownership plan who have an important role and influence on key members shall not exceed 6 middle-level managers and skeleton people of the company and its holding subsidiaries, including directors (excluding independent directors), supervisors The number of senior management staff and the board of directors of the company who think they should be encouraged is 2, and the specific number of participants is based on the actual payment
Other employees. The status of participating in the employee stock ownership plan shall be determined.
The total number of employees shall not exceed 7, including directors
(excluding independent directors), supervisors and senior management
There are 3 participants, and the specific number of participants is based on the actual situation
Payment status is determined.
6. Share source of this ESOP
Buy back the shares repurchased for the company's special account. 6. The source of shares of the ESOP is the shares repurchased by the company through the special account reviewed by the general meeting of shareholders of the company. After the ESOP is approved by the public, it is proposed to transfer the shares repurchased by the company through non transaction transfer and other ways allowed by laws and regulations. The transfer price is 2.52 yuan / 5400000 shares, and the transfer price is 2.52 yuan / share, The specific number of shares held is determined by the actual contribution of employees, and the number of shares paid is determined by the actual contribution of employees. The company will determine the payment, and the company will perform the obligation of information disclosure in a timely manner as required.
Bank information disclosure obligations.
The measures for the administration of employee stock ownership plan refers to the measures for the administration of employee stock ownership plan of Sanlux Co.Ltd(002224) shares and the measures for the administration of employee stock ownership plan of Sanlux Co.Ltd(002224) 2021 employees Co., Ltd. (revised version of the measures for the administration of stock ownership plan)
First, the draft plan and the draft employee stock ownership plan refer to the Sanlux Co.Ltd(002224) shares chapter and the 2021 employee stock ownership plan of Sanlux Co.Ltd(002224) limited company in 2021 (Revised Version)
Interpretation of employee stock ownership plan (Draft)
Disclosure guideline No. 4 refers to the Shenzhen Stock Exchange's standard operation of listed companies on the main board. It refers to the Shenzhen Stock Exchange's information disclosure guideline No. 4, the exchange's self regulatory guidelines for listed companies No. 1 - main board - employee stock ownership plan, and the standard operation of listed companies
1、 Purpose of employee stock ownership plan I. purpose of employee stock ownership plan
In accordance with the company law, the securities company in accordance with the provisions of the company law, the securities law, the second law of the guiding ideology, the guiding opinions, the No. 4 disclosure guidelines, the main board listed companies' standardized operation and other relevant laws, administrative regulations, rules, normative administrative regulations, rules, normative documents, the articles of association, employee documents and the articles of association, The plan is formulated according to the regulations formulated.
Shareholding in the draft plan
Plan
Second, confirm the participants of the employee stock ownership plan
II. Criteria for determining the participants of the employee stock ownership plan
Basic 1. The holder of the stock holding plan is the director of the company. 1. The holder of the stock holding plan is the board of directors of the company. In principle, the board of directors is in accordance with the company law, the securities law, the company law, the securities law, the guiding opinions and the opinions on the main board The disclosure guidelines No. 4 and other relevant laws and regulations, such as the standardized operation of municipal companies, and the relevant provisions of the company's charter, laws and regulations and the articles of association
Ok
3、 Participants of the employee stock ownership plan III. participants of the employee stock ownership plan and distribution ratio III and distribution ratio example
Chapter II total amount of capital when the ESOP is established the total amount of capital when the ESOP is established shall not exceed 18.648 million yuan for employees, with "shares" as 13.608 million yuan and "shares" as subscription units, with each share of 1.00 yuan and this share of 1.00 yuan, The maximum number of shares of the employee stock ownership plan is the plan, and the maximum number of shares of the employee stock ownership plan is 1864813608000. The transfer price of the employee stock ownership plan is 10000 shares. The transfer price of the employee stock ownership plan is 2.52 yuan / share. The total number of shares to be subscribed is 54000000 shares, plus 2.52 yuan / share. The total number of shares to be subscribed accounts for 0.74% of the total share capital of the current company.
Xiang and 7400000 shares, accounting for the total share capital of the current company. The total number of employees to participate in the subscription this time shall not exceed 6.1% and 1.0143%. People, its
