Beijing Jindu (Shenzhen) law firm
About Shandong Longquan Pipeline Engineering Co.Ltd(002671)
2020 restricted stock incentive plan
Granting part of the first release period for the first time, releasing the restrictions on sales, repurchasing and canceling part of the restricted shares
Legal opinion
To: Shandong Longquan Pipeline Engineering Co.Ltd(002671)
Beijing Jindu (Shenzhen) law firm (hereinafter referred to as “Jindu” or “the firm”) accepts the entrustment of Shandong Longquan Pipeline Engineering Co.Ltd(002671) (hereinafter referred to as ” Shandong Longquan Pipeline Engineering Co.Ltd(002671) ” or “listed company” or “the company”) as the special legal adviser of the listed company’s 2020 restricted stock incentive plan (hereinafter referred to as “the plan” or “the incentive 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 measures for the administration of equity incentive of listed companies (hereinafter referred to as “the equity incentive measures”), the stock listing rules of Shenzhen Stock Exchange and other relevant laws and regulations Departmental rules and normative documents (hereinafter collectively referred to as “laws and regulations”) and relevant provisions of Shandong Longquan Pipeline Engineering Co.Ltd(002671) 2020 restricted stock incentive plan (Draft) (hereinafter referred to as “restricted stock incentive plan”) and Shandong Longquan Pipeline Engineering Co.Ltd(002671) articles of Association (hereinafter referred to as “articles of association”), This legal opinion is issued on matters related to the lifting of restrictions on sales in the first lifting period of the first grant of restricted shares under the plan (hereinafter referred to as “this lifting of restrictions”) and the repurchase and cancellation of some restricted shares (hereinafter referred to as “this repurchase and cancellation”).
In accordance with the provisions of the securities law, the measures for the administration of law firms engaging in securities legal business, the rules for the practice of 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, Jindu and the handling lawyers have strictly performed their statutory duties, followed the principles of diligence and good faith, and conducted sufficient verification and verification to ensure that the facts identified in this legal opinion are true It is accurate and complete, and the concluding opinions issued are legal and accurate, without false records, misleading statements or major omissions, and shall bear corresponding legal liabilities.
With regard to Jindu’s issuance of this legal opinion, the listed company guarantees that it has provided Jindu with materials related to the plan, including but not limited to original written materials, copy materials, copy materials, instructions, commitments or certificates, and that the materials provided to Jindu are true, accurate, complete and effective, without any concealment, falsehood or major omission, and the documents are copies or copies, It is consistent and consistent with the original.
Kindu will only express opinions on legal issues related to the plan, and will not express legal opinions on matters within China in accordance with the current laws and regulations within the people’s Republic of China (hereinafter referred to as “within China”, for the purpose of this legal opinion, excluding Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan region), and will not express legal opinions on matters outside China in accordance with laws or regulations outside China. At the same time, Jindu will not comment on the rationality of stock value, assessment standards and other matters involved in the plan, as well as accounting, finance and other non legal matters. The quotation of financial data or contents in this legal opinion only fulfills the necessary duty of care, and such quotation shall not be regarded as any express or implied guarantee by Kindu for the completeness, authenticity and accuracy of relevant data and conclusions.
Jindu agrees that the listed company will take this legal opinion as one of the necessary documents for its implementation of the plan, submit it for review and announcement along with other materials, and bear corresponding legal liabilities for the legal opinion issued in accordance with the law.
This legal opinion is only used by the listed company for the purpose of implementing the plan, and shall not be used for any other purpose. Jindu agrees that the listed company may quote the relevant contents of this legal opinion for the implementation of this plan, but such quotation shall not lead to legal ambiguity or misinterpretation. Jindu has the right to review and confirm the corresponding contents of the above relevant documents again.
In accordance with the business standards, ethics and diligence recognized by the lawyer industry, Jindu hereby issues the following legal opinions:
1、 Approval and authorization for the lifting of sales restrictions and the cancellation of repurchase
(I) on December 9, 2020, the remuneration and assessment committee of the Fourth Board of directors of the listed company drafted the incentive plan (Draft) and submitted it to the board of directors for deliberation.
(II) on December 10, 2020, the 18th meeting of the Fourth Board of directors of the listed company deliberated and approved the 2020 restricted stock incentive plan (Draft) and its summary, the measures for the administration of the implementation and assessment of the 2020 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 directors, Mr. Fu Bo and Mr. Liu Qiang, as the incentive objects of the plan, avoided voting.
(III) on December 10, 2020, the independent directors of the listed company expressed independent opinions on the plan, saying: “the implementation of the equity incentive plan by the company is conducive to further improve the corporate governance structure, improve the corporate incentive mechanism, enhance the sense of responsibility of the company’s core team for the sustainable and healthy development of the company, is conducive to the sustainable development of the company and will not damage the interests of the company and all shareholders.”
(IV) on December 10, 2020, the 10th meeting of the Fourth Board of supervisors of the listed company deliberated and approved the proposal on “2020 restricted stock incentive plan (Draft) and its summary”, “measures for the administration of the implementation and assessment of 2020 restricted stock incentive plan” and “on verifying the list of incentive objects of 2020 restricted stock incentive plan”, It is believed that: “the contents of the 2020 restricted stock incentive plan (Draft) (hereinafter referred to as the” restricted stock incentive plan “) and its abstract comply with the provisions of relevant laws, regulations and normative documents such as the company law, the securities law, the equity incentive measures and so on. The implementation of this plan will be conducive to the sustainable development of the listed company, and there is no situation that damages the interests of the listed company and all shareholders. “
(V) on December 22, 2020, the board of supervisors of the listed company issued the statement on the publicity and review opinions of the board of supervisors on the list of some incentive objects granted for the first time by the 2020 restricted stock incentive plan, which held that: “the incentive objects listed in this incentive plan meet the conditions specified in relevant laws, regulations and normative documents, and they are legal and effective as the incentive objects of this incentive plan.”
(VI) on December 28, 2020, the fourth extraordinary general meeting of the listed company in 2020 deliberated and approved the 2020 restricted stock incentive plan (Draft) and its summary, the measures for the administration of the implementation and assessment of the 2020 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.
(VII) on January 11, 2021, the 19th meeting of the Fourth Board of directors of listed companies deliberated and approved the proposal on adjusting the list of incentive objects and the number of rights and interests granted under the 2020 restricted stock incentive plan and the proposal on granting restricted stocks to incentive objects for the first time, In view of the fact that one incentive object determined in the company’s restricted stock incentive plan voluntarily gives up all the restricted shares to be granted by the company for personal reasons, with a total of 30000 shares, the board of directors agrees to adjust the number of incentive objects and the number of granted rights and interests in the equity incentive plan. After the adjustment, the number of incentive objects granted with restricted shares for the first time was adjusted from 66 to 65, the number of restricted shares granted for the first time was adjusted from 11.1 million shares to 11.07 million shares, and the number of reserved shares was adjusted from 650155 shares to 680155 shares; It is agreed to determine January 11, 2021 as the first grant date and grant 11.07 million restricted shares to 65 incentive objects. Mr. Fu Bo and Mr. Liu Qiang, as the incentive objects of the plan, avoided voting. The independent directors of the company expressed their independent opinions on the above matters.
(VIII) on January 11, 2021, the 11th meeting of the 4th board of supervisors of listed companies deliberated and adopted the proposal on adjusting the list of incentive objects and the number of rights and interests granted under the 2020 restricted stock incentive plan and the proposal on granting restricted shares to incentive objects for the first time, In view of the fact that one incentive object determined in the company’s restricted stock incentive plan voluntarily gives up all the restricted shares to be granted by the company for personal reasons, with a total of 30000 shares, the board of directors agrees to adjust the number of incentive objects and the number of granted rights and interests in the equity incentive plan. After the adjustment, the number of incentive objects granted with restricted shares for the first time was adjusted from 66 to 65, the number of restricted shares granted for the first time was adjusted from 11.1 million shares to 11.07 million shares, and the number of reserved shares was adjusted from 650155 shares to 680155 shares; It is agreed to determine January 11, 2021 as the first grant date and grant 11.07 million restricted shares to 65 incentive objects.
(IX) on June 16, 2021, the 24th Meeting of the Fourth Board of directors of the listed company deliberated and approved the proposal on granting reserved restricted shares to incentive objects. The conditions for incentive objects to be granted restricted shares have been met, and the board of supervisors agreed to determine June 16, 2021 as the grant date of reserved restricted shares and grant 680155 restricted shares to 12 incentive objects. In this regard, the independent directors of the company expressed their independent opinions.
(x) on June 16, 2021, the 14th meeting of the Fourth Board of supervisors of the listed company deliberated and approved the proposal on granting reserved restricted shares to incentive objects. The conditions for incentive objects to be granted restricted shares have been met, and the board of supervisors agreed to determine June 16, 2021 as the grant date of reserved restricted shares and grant 680155 restricted shares to 12 incentive objects.
（11） On July 23, 2021, the 25th meeting of the Fourth Board of directors of the listed company deliberated and approved the proposal on repurchase and cancellation of some granted but not yet lifted restricted shares. As three incentive objects (Jiang Feng, Zheng Huihui and Xu Zhefeng) no longer have incentive qualification due to resignation, the company agreed to repurchase and cancel a total of 420000 restricted shares granted but not lifted by the three incentive objects. In this regard, the independent directors of the company expressed their independent opinions.
（12） On July 23, 2021, the 15th meeting of the Fourth Board of supervisors of the listed company deliberated and approved the proposal on repurchase and cancellation of some granted but not lifted restricted shares, and agreed that the company would implement repurchase and cancellation in accordance with the relevant provisions of the 2020 restricted stock incentive plan (Draft); At the same time, the board of supervisors of the listed company issued the verification opinions on the repurchase and cancellation of some granted but not lifted restricted shares, and held that “this repurchase and cancellation is in line with the provisions of laws, regulations and normative documents such as the measures for the administration of equity incentives of listed companies and the 2020 restricted stock incentive plan (Draft)”.
（13） On August 9, 2021, the special resolution of the first extraordinary general meeting of shareholders of the listed company in 2021 deliberated and approved the proposal on repurchase and cancellation of some granted but not lifted restricted shares and the proposal on change of registered capital and amendment of the articles of association, and agreed to repurchase and cancel a total of 420000 restricted shares granted but not lifted by the three incentive objects.
（14） On April 18, 2022, the 30th meeting of the Fourth Board of directors of the listed company made a resolution: (1) deliberated and approved the proposal on the achievement of the lifting conditions of the first lifting period of the first part of the restricted stock incentive plan in 2020, and considered that the lifting conditions of the first lifting period of the first part of the restricted stock incentive plan in 2020 had been achieved, Agree with the company to handle matters related to the lifting of sales restrictions for eligible incentive objects in accordance with the relevant provisions of the incentive plan; (2) The proposal on repurchasing and cancelling some restricted shares granted but not yet lifted was deliberated and adopted. In view of the resignation of seven original incentive objects, including Tang Qian, Xu Dekai, Xiong Feng, Fang Wei, Fu Haigang, Zou Xiang and Kang Lin, due to personal reasons and with the consent of the company, the company plans to repurchase and cancel a total of 785000 restricted shares granted but not lifted by the above original incentive objects. In this regard, the independent directors of the company expressed their independent opinions.
（15） On April 18, 2022, the 19th meeting of the Fourth Board of supervisors of the listed company made a resolution: (1) deliberated and approved the proposal on the achievement of the conditions for lifting the restrictions in the first lifting period of the first part of the restricted stock incentive plan in 2020, and agreed that the company should handle the relevant matters related to the lifting of the restrictions in the first lifting period of the first part of the restricted stock incentive plan in 2020; (2) The proposal on repurchase and cancellation of some granted but not yet lifted restricted shares was reviewed and approved, and the company was agreed to implement the repurchase and cancellation in accordance with the relevant provisions of the 2020 restricted stock incentive plan.
To sum up, the exchange believes that as of the date of issuance of this legal opinion, the company has obtained the necessary approval and authorization for the lifting of sales restrictions and the cancellation of this repurchase at this stage, and the cancellation of this repurchase needs to be submitted to the general meeting of shareholders for deliberation.
2、 Details of the lifting of sales restrictions this time
(I) the period for lifting the restrictions on sales this time
According to the restricted stock incentive plan, the first release period of restricted shares granted for the first time is “from the first trading day after 12 months from the date of completion of registration of restricted shares to the last trading day within 24 months from the date of completion of registration of restricted shares”, and the release ratio is 30%.
According to the announcement on the completion of the registration of the first grant of the 2020 restricted stock incentive plan (Announcement No.: 2021008) of the listed company, the listing date of the first grant of some restricted shares in the incentive plan is February 5, 2021. As of the date of issuance of this legal opinion, the first release period of the first grant of some restricted shares in the incentive plan has expired.
(II) the conditions for lifting the restrictions have been met
According to the restrictions
