Anhui Tianhe law firm's proposal on the incentive plan for Tongxing Environmental Protection Technology Co.Ltd(003027) 2021 restricted stock
Repurchase and cancellation of some restricted shares
Legal opinion
Anhui Tianhe law firm
ANHUI TIANHE LAW OFFICE
Address: 16th floor, East Building, block B, Fortune Plaza, 278 Suixi Road, Hefei, China
Tel: (0551) 62642792 Fax: (0551) 62620450 email: [email protected].
Anhui Tianhe law firm
About Tongxing Environmental Protection Technology Co.Ltd(003027)
Legal opinion on repurchase and cancellation of some restricted shares under the restricted stock incentive plan in 2021
Tly 2022 No. 00621 to: Tongxing Environmental Protection Technology Co.Ltd(003027)
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") issued by the China Securities Regulatory Commission (hereinafter referred to as the "CSRC") Shenzhen Stock Exchange (hereinafter referred to as "Shenzhen Stock Exchange"), the Listing Rules of Shenzhen Stock Exchange (hereinafter referred to as "Listing Rules") and other laws, administrative regulations, departmental rules and normative documents (hereinafter referred to as "laws and regulations") and the relevant provisions of Tongxing Environmental Protection Technology Co.Ltd(003027) Charter (hereinafter referred to as "articles of association"), The exchange accepts the entrustment of Tongxing Environmental Protection Technology Co.Ltd(003027) (hereinafter referred to as " Tongxing Environmental Protection Technology Co.Ltd(003027) " or "the company") as the special legal adviser of Tongxing Environmental Protection Technology Co.Ltd(003027) 2021 restricted stock incentive plan (hereinafter referred to as "the incentive plan"), and appoints lawyers Li Jiehua and Bao ran (hereinafter referred to as "the lawyer") to participate in the relevant work of Tongxing Environmental Protection Technology Co.Ltd(003027) the incentive plan in the capacity of special legal adviser, The lawyer of this firm issues this legal opinion in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry.
In order to issue this legal opinion, our lawyer hereby makes the following commitment statement:
1. This legal opinion is made by our lawyer based on the fact that Tongxing Environmental Protection Technology Co.Ltd(003027) has occurred or existed before the issuance date.
2. Our lawyers have performed their statutory duties, followed the principles of diligence and good faith, reviewed and judged all documents and testimony related to the issuance of legal opinions provided by Tongxing Environmental Protection Technology Co.Ltd(003027) to ensure that there are no false records, misleading statements and major omissions in this legal opinion.
3. Tongxing Environmental Protection Technology Co.Ltd(003027) guarantees that the lawyers of the firm have been provided with true, complete and effective original written materials, copies or oral testimony necessary for the issuance of this legal opinion, without concealment, falsehood and major omissions. If the documents are copies or copies, they are consistent and consistent with the original.
4. For the fact that this legal opinion is very important and cannot be supported by independent evidence, our lawyers rely on the supporting documents issued by relevant government departments, companies or other relevant units. 5. Our lawyers agree to submit this legal opinion together with other materials required for the implementation of this incentive plan, and are willing to bear corresponding legal responsibilities for this legal opinion according to law.
6. Our lawyers only express opinions on relevant legal issues of the incentive plan, but do not express opinions on professional matters and reports such as accounting, auditing, capital verification and asset evaluation of Tongxing Environmental Protection Technology Co.Ltd(003027) . The reference of our lawyers to some data and conclusions in relevant accounting statements, audits, capital verification reports and asset evaluation reports in this legal opinion does not mean that our lawyers make any express or implied guarantee or guarantee for the legality, authenticity and accuracy of such data and conclusions. Our lawyers do not have the appropriate qualification to verify and evaluate such documents and contents.
7. This legal opinion is only for Tongxing Environmental Protection Technology Co.Ltd(003027) the purpose of implementing this incentive plan, and shall not be used for any other purpose.
In accordance with the requirements of Article 19 of the securities law and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, our lawyers have verified and verified the relevant documents and facts provided by Tongxing Environmental Protection Technology Co.Ltd(003027) and hereby issue the following legal opinions:
1、 Approval and authorization of this repurchase cancellation
On July 30, 2021, the company held the 10th meeting of the 4th board of directors, deliberated and adopted the proposal on the 2021 restricted stock incentive plan (Draft) and its summary, and the proposal on the measures for the implementation and assessment of the 2021 restricted stock incentive plan Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive, proposal on convening the second extraordinary general meeting of shareholders in 2021 and other relevant proposals.
On July 30, 2021, the independent directors of the company reviewed the incentive plan (Draft) and its abstract, expressed independent opinions, agreed to implement the incentive plan and submitted it to the general meeting of shareholders for deliberation. The independent directors believed that the evaluation system of the incentive plan was comprehensive, comprehensive and operable, the setting of evaluation indicators was scientific and reasonable, and had a binding effect on the incentive objects, Be able to achieve the assessment purpose of this incentive plan.
On July 30, 2021, the board of supervisors of the company held the 9th meeting of the 4th board of supervisors, deliberated and adopted the proposal on the 2021 restricted stock incentive plan (Draft) and its summary, the proposal on the measures for the assessment and management of the implementation of the 2021 restricted stock incentive plan, and the proposal on verifying the list of incentive objects first granted by the 2021 restricted stock incentive plan.
From July 31, 2021 to August 9, 2021, the company publicized the list of incentive objects first granted by the restricted stock incentive plan in 2021 on the intranet, and publicized the list of incentive objects and positions. During the publicity period, the board of supervisors of the company did not receive any objection to the incentive objects of the incentive plan. In addition, the board of supervisors checked the list of incentive objects of the incentive plan and disclosed the verification opinions and publicity of the board of supervisors on the list of incentive objects first granted by the company's restricted stock incentive plan in 2021 on August 11, 2021.
On August 16, 2021, the second extraordinary general meeting of the company in 2021 deliberated and passed the proposal on the 2021 restricted stock incentive plan (Draft) and its summary, the proposal on the measures for the administration of the implementation and assessment of the 2021 restricted stock incentive plan, and the proposal on submitting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive. The incentive plan was approved by the second extraordinary general meeting of shareholders of the company in 2021. The board of directors is authorized to determine the grant date, grant restricted shares to the incentive objects when they meet the conditions, and handle all matters necessary for the grant. Meanwhile, on August 17, 2021, the company disclosed the self inspection report on the trading of the company's shares by insiders and incentive objects of the restricted stock incentive plan in 2021.
On August 30, 2021, the 12th meeting of the 4th board of directors and the 11th meeting of the 4th board of supervisors deliberated and adopted the proposal on granting restricted shares to incentive objects for the first time,
It is agreed that the company will grant 2.08 million restricted shares to 60 incentive objects at the grant price of 13.28 yuan / share on August 30, 2021 as the first grant date. The independent directors of the company expressed their independent opinions on the above matters and believed that the subject qualification of the incentive object was legal and effective, and the determined grant date met the relevant provisions. The board of supervisors of the company verified the list of incentive objects granted for the first time and expressed their consent.
On April 18, 2022, the 19th meeting of the 4th board of directors and the 15th meeting of the 4th board of supervisors of the company considered and approved the proposal on repurchase and cancellation of some restricted shares in the 2021 restricted stock incentive plan, and agreed that the company repurchase and cancel all restricted shares that have been granted to the resigned incentive objects but have not been lifted. The independent directors of the company expressed their consent.
In conclusion, our lawyers believe that as of the date of issuance of this legal opinion, Tongxing Environmental Protection Technology Co.Ltd(003027) this repurchase cancellation has obtained the necessary authorization and approval at this stage, and complies with the relevant laws, regulations, normative documents such as the company law, the securities law and the administrative measures, as well as the relevant provisions of the incentive plan (Draft).
2、 Reason, quantity, price and capital of this repurchase cancellation
(I) reasons and quantity of repurchase
According to the provisions of the company's restricted stock incentive plan for 2021 (Draft) and the company's administrative measures for the implementation and assessment of the restricted stock incentive plan for 2021, Mr. Chen Rui, a part of the incentive object granted for the first time, is no longer qualified as an incentive object due to his resignation. The company plans to repurchase and cancel all the restricted shares granted but not lifted, totaling 120000 shares, accounting for about 0.09% of the current total share capital of the company.
(II) repurchase price
According to the company's 2021 equity distribution plan, based on the company's total share capital of 132539000 shares as of December 31, 2021, a cash dividend of RMB 3.00 (tax included) will be distributed to all shareholders for every 10 shares, with a total cash dividend of RMB 3976170000 (tax included). No bonus shares will be given and no accumulation fund will be converted into share capital. According to the relevant provisions of chapter XIV "principles for repurchase and cancellation of restricted shares" of the 2021 restricted stock incentive plan (Draft), "if the company repurchases and cancels the restricted shares according to the provisions of this incentive plan, the repurchase price is the grant price, except that the repurchase price needs to be adjusted according to this incentive plan", the specific adjustment method and the adjusted repurchase and cancellation price are as follows:
1. Dividend
P＝P0-V
Where: P is the adjusted repurchase price of restricted shares per share, and P0 is the repurchase price of restricted shares per share before adjustment; V is the dividend per share; After dividend adjustment, P must still be greater than 1. Therefore, the repurchase price of the above restricted shares to be repurchased and cancelled is 12.98 (13.28-0.3) yuan / share.
(III) source of funds
The total amount of funds the company intends to use for the repurchase of the above restricted shares is 1557600 yuan, and the source of funds is the company's own funds.
In conclusion, our lawyers believe that the reason, quantity, price and capital of this repurchase cancellation comply with the relevant laws, regulations, normative documents such as the administrative measures and the relevant provisions of the incentive plan (Draft).
3、 Conclusion
In conclusion, our lawyers believe that the company's repurchase cancellation has obtained the necessary approval and authorization at this stage; The reason, quantity, price and capital of this repurchase cancellation comply with the relevant laws, regulations and normative documents such as the administrative measures and the relevant provisions of the incentive plan (Draft); The company shall timely perform the obligation of information disclosure on the cancellation of this repurchase, and go through the procedures of reducing registered capital and share cancellation registration in accordance with the provisions of the company law and other laws and regulations.
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(there is no text on this page, which is the signature page of Anhui Tianhe law firm's legal opinion on the repurchase and cancellation of some restricted shares under the Tongxing Environmental Protection Technology Co.Ltd(003027) 2021 restricted stock incentive plan)
This legal opinion was signed and sealed in Hefei, Anhui Province on.
This legal opinion is made in four originals without copies.
Anhui Tianhe law firm
Person in charge: Handling lawyer:
Lu Xianrong, Li Jiehua
Bao ran
