About Fujian Sunner Development Co.Ltd(002299)
2019 restricted stock incentive plan
Repurchase and cancellation of some restricted shares
Legal opinion
Fujian Zhili law firm
Address: 25 / F, tower a, Zhongshan building, 152 Hudong Road, Fuzhou, China Postal Code: 350003
Tel: (86 591) 88065558 Fax: (86 591) 88068008
website: http://www.zenithlawyer.com.
Fujian Zhili law firm
About Fujian Sunner Development Co.Ltd(002299)
Some restricted stocks in 2019 restricted stock incentive plan
Legal opinions on repurchase and cancellation
Mlfz [2022] No. 201917009 to: Fujian Sunner Development Co.Ltd(002299)
According to the special legal business entrustment agreement signed between Fujian Sunner Development Co.Ltd(002299) (hereinafter referred to as the company or Fujian Sunner Development Co.Ltd(002299) ) and Fujian Zhili law firm (hereinafter referred to as the firm), the firm accepts the entrustment of Fujian Sunner Development Co.Ltd(002299) and appoints lawyers Cai Zhongshan and Chen Lusheng (hereinafter referred to as the firm’s lawyer) as special legal advisers, Issue legal opinions for Fujian Sunner Development Co.Ltd(002299) this repurchase and cancellation of some restricted shares (hereinafter referred to as this repurchase or cancellation of this repurchase) that have been granted but not lifted according to the 2019 restricted stock incentive plan (hereinafter referred to as this incentive plan or this 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 (Order No. 148 of the CSRC, hereinafter referred to as the administrative measures) issued by the China Securities Regulatory Commission (hereinafter referred to as the CSRC) and other relevant laws and regulations In accordance with the regulations and normative documents and the provisions of the Fujian Sunner Development Co.Ltd(002299) 2019 restricted stock incentive plan (Draft) (hereinafter referred to as the draft incentive plan), and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, this legal opinion is issued on matters related to the cancellation of Fujian Sunner Development Co.Ltd(002299) this repurchase.
For this legal opinion, we hereby make the following statement:
1. In accordance with the provisions of China’s current effective laws, regulations, rules and normative documents such as the securities law, the measures for the administration of law firms engaging in securities legal business 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 issuance date of this legal opinion, the firm and its handling lawyers have strictly performed their statutory duties and followed the principles of diligence, responsibility and good faith, Sufficient verification and verification have been carried out to ensure that the facts identified in this legal opinion are true, accurate and complete, the concluding opinions issued are legal and accurate, and there are no false records, misleading statements or major omissions, and bear corresponding legal liabilities.
2. Our lawyers agree to take this legal opinion as a necessary legal document for the cancellation of Fujian Sunner Development Co.Ltd(002299) this repurchase, report it or disclose it to the public together with other materials, and are willing to bear corresponding legal liabilities according to law.
3. Our lawyers only express their opinions on the legal matters related to Fujian Sunner Development Co.Ltd(002299) this repurchase cancellation, but do not express their opinions on the rationality of the underlying stock value, evaluation standards, individual level performance evaluation results and other issues involved in this incentive plan, as well as non legal professional matters such as accounting, audit, capital verification, profit forecast, asset evaluation and so on. When our lawyers quote the data or conclusions in the accounting statements, audit reports, capital verification reports, profit forecast reports, asset evaluation reports and other documents related to such non legal matters in this legal opinion, it does not mean that our lawyers make any express or implied guarantee for the authenticity and accuracy of these data or conclusions. As for the contents involved in these documents, our lawyers do not have the appropriate qualification to conduct verification and evaluation according to law.
4. For the purpose of issuing this legal opinion, our lawyer has obtained the following guarantee from Fujian Sunner Development Co.Ltd(002299) that all materials, information and statements, commitments, confirmations and explanations provided by him are true, accurate, complete and timely, and the copies or copies of materials are consistent with the original materials or originals; The signatures and seals of all documents are true. The signatories of such documents are legally authorized and effectively sign such documents without any false records, misleading statements or major omissions.
5. For the facts that are crucial to the issuance of this legal opinion and cannot be supported by independent evidence, our lawyers rely on the supporting documents issued by relevant government departments, Fujian Sunner Development Co.Ltd(002299) or other relevant institutions, as well as the statements or commitments of the relevant parties to the repurchase cancellation on relevant facts and legal issues.
6. Our lawyers agree that Fujian Sunner Development Co.Ltd(002299) shall quote the relevant contents of this legal opinion in the relevant documents prepared for the cancellation of this repurchase, but Fujian Sunner Development Co.Ltd(002299) shall not cause legal ambiguity or misinterpretation due to the quotation.
7. This legal opinion is only for the purpose of Fujian Sunner Development Co.Ltd(002299) this repurchase cancellation, and shall not be used for any other purpose.
interpretation
In this legal opinion, unless the context otherwise requires, the following terms have the following specific meanings:
Abbreviations refer to specific meanings
The company, Fujian Sunner Development Co.Ltd(002299) refers to Fujian Sunner Development Co.Ltd(002299)
This incentive plan
Refers to Fujian Sunner Development Co.Ltd(002299) 2019 restricted stock incentive plan
Incentive plan
The repurchase, the repurchase of the repurchase company, and the cancellation of some incentive objects that have been granted but have not yet been lifted
Cancellation of mandatory shares
The draft incentive plan of Fujian Fujian Sunner Development Co.Ltd(002299) approved by the second extraordinary general meeting of shareholders in 2019 refers to
2019 restricted stock incentive plan of joint stock limited company (Draft)
According to the provisions of this incentive plan, the incentive objects of the company and its subsidiaries that obtain restricted shares refer to the company’s directors, senior managers, middle managers and core technical (business) personnel (excluding the company’s independent directors and supervisors)
The date on which the company grants restricted shares to the incentive object must be the transaction grant date
The date shall be determined by the board of directors of the company in accordance with relevant regulations
After the restriction on the sale of shares of the company reaches a certain period of time, the restriction on the sale of shares can be set according to the company’s specified incentive plan, and the restriction on the sale of shares can be lifted according to the specified incentive conditions
The grant price refers to the price of each restricted stock granted by the company to the incentive object
Repurchase price refers to the price at which the company repurchases and cancels each restricted stock of the incentive object
The restricted shares granted to the incentive object under this incentive plan are prohibited from being transferred and restricted for sale
Period used to guarantee and repay debts
After the fulfillment of the conditions for lifting the restrictions on sales stipulated in the incentive plan, the incentive object’s holding period for lifting the restrictions on sales refers to
The period during which restricted shares can be lifted and listed for circulation
According to this incentive plan, the conditions for lifting the restrictions on the sale of restricted shares obtained by the incentive object refer to
Conditions to be met
The articles of association refers to the Fujian Sunner Development Co.Ltd(002299) articles of association
Company Law refers to the company law of the people’s Republic of China
Securities Law refers to the securities law of the people’s Republic of China
The Administrative Measures refer to the administrative measures for equity incentive of listed companies (Order No. 148 of China Securities Regulatory Commission)
Yuan and 10000 yuan refer to the legal tender of the people’s Republic of China, RMB yuan and 10000 yuan
China, China and the people’s Republic of China (excluding the Hong Kong Special Administrative Region for the purpose of this legal opinion)
(China, Macao Special Administrative Region and Taiwan region)
CSRC refers to the China Securities Regulatory Commission
Shenzhen stock exchange refers to Shenzhen Stock Exchange
Abbreviations refer to specific meanings
Zhongdeng company refers to Shenzhen Branch of China Securities Depository and Clearing Co., Ltd
Fujian Zhili law firm
[Note: in this legal opinion, if there is a difference in the mantissa between the sum of the total and each addend, it is due to “rounding” during calculation.
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1、 Approval and authorization of this repurchase cancellation
After verification by our lawyers, as of the issuance date of this legal opinion, the company has performed the following main procedures for the implementation of this incentive plan and this repurchase cancellation:
1. On November 21, 2019, the company held the 12th meeting of the 5th board of directors, The proposal on the company’s 2019 restricted stock incentive plan (Draft) and its summary, the proposal on the company’s assessment and management measures for the implementation of the 2019 restricted stock incentive plan, the proposal on taking the close relatives of Mr. Fu Guangming and Ms. Fu Xiangfang as the incentive objects of the company’s 2019 restricted stock incentive plan, and Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive. Ms. Chen Rong, Mr. Chen Jianhua and Mr. Zhou Hong, the directors as incentive objects, have avoided voting according to law; In addition, since Mr. Fu Guangming, the chairman of the company, and Ms. Fu Xiangxiang, the director of the company, are close relatives of Mr. Zhou Hong, the incentive object of this incentive plan, Mr. Fu Guangming, the chairman of the company, and Ms. Fu Xiangxiang, the director of the company have also avoided voting when considering and voting on the proposals related to this incentive plan at the 12th meeting of the Fifth Board of directors of the company. The independent directors of the company have expressed their independent opinions on the incentive plan and believe that the incentive plan is conducive to the sustainable development of the company and there is no obvious damage to the interests of the company and all shareholders.
2. On November 21, 2019, the company held the 11th meeting of the 5th board of supervisors, deliberated and adopted the proposal on the company’s 2019 restricted stock incentive plan (Draft) and its summary, the proposal on the company’s measures for the implementation and assessment of the 2019 restricted stock incentive plan, and the proposal on verifying the company’s list of some incentive objects granted by the 2019 restricted stock incentive plan for the first time. The board of supervisors of the company believes that this incentive plan is conducive to the sustainable development of the company, and there is no obvious damage to the interests of the company and all shareholders. 1 note: Fu Guangming and Fu Xiangxiang are father daughter relationships; Zhou Hong is the spouse of Fu Xiaoying, Fu Guangming’s sister, and Fu Xiangxiang’s uncle.
Shape.
3. On December 27, 2019, the company held the second extraordinary general meeting of shareholders in 2019. When the related shareholders avoided voting according to law, The proposal on the company’s 2019 restricted stock incentive plan (Draft) and its summary, the proposal on the company’s assessment and management measures for the implementation of the 2019 restricted stock incentive plan, the proposal on taking the close relatives of Mr. Fu Guangming and Ms. Fu Xiangfang as the incentive objects of the company’s 2019 restricted stock incentive plan, and Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive.
4. According to the authorization of the general meeting of shareholders to the board of directors in the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive, which was deliberated and adopted at the second extraordinary general meeting of shareholders in 2019, on January 13, 2020, The 14th meeting of the 5th board of directors of the company deliberated and approved the proposal on adjusting the list, number and price of some incentive objects granted for the first time in the 2019 restricted stock incentive plan and the proposal on granting restricted shares to incentive objects for the first time. Ms. Chen Rong, Mr. Chen Jianhua and Mr. Zhou Hong, the directors as incentive objects, have avoided voting according to law; Mr. Fu Guangming, the chairman of the board of directors, and Ms. Fu Xiangfang, as close relatives of Mr. Zhou Hong, the incentive object, also avoided voting; The independent directors of the company have expressed their agreed independent opinions on the above related matters. As the company plans to implement the equity distribution plan for the first three quarters of 2019 (cash dividend of 15 yuan (including tax) for every 10 shares), the initial grant price of restricted shares in this incentive plan is adjusted from 13.57 yuan / share to 12.07 yuan / share; As one incentive object proposed in this incentive plan loses the qualification of incentive object due to resignation, a total of restricted shares to be granted by the company are involved
