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Guangdong Huashang law firm
On Shenzhen Zhongzhuang Construction Group Co.Ltd(002822) terminating the implementation of the 2020 restricted stock incentive plan and repurchasing and canceling the restricted shares granted but not lifted
Legal opinion
January 2022
Guangdong Huashang law firm
About Shenzhen Zhongzhuang Construction Group Co.Ltd(002822)
Terminating the implementation of the 2020 restricted stock incentive plan and repurchasing and canceling the restricted shares granted but not lifted
Legal opinion
To: Shenzhen Zhongzhuang Construction Group Co.Ltd(002822)
Guangdong Huashang law firm (hereinafter referred to as “the firm”) has accepted the entrustment of Shenzhen Zhongzhuang Construction Group Co.Ltd(002822) (hereinafter referred to as “the company” or ” Shenzhen Zhongzhuang Construction Group Co.Ltd(002822) “) to act as special legal counsel for the company’s 2020 restricted stock incentive plan (hereinafter referred to as “the incentive plan”) and has issued this legal opinion. This legal opinion is in accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”) and 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 “measures”) and other laws, regulations and normative documents issued by the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”) and the Shenzhen Zhongzhuang Construction Group Co.Ltd(002822) articles of Association (hereinafter referred to as the “articles of Association”) The Shenzhen Zhongzhuang Construction Group Co.Ltd(002822) 2020 restricted stock incentive plan (Draft) (hereinafter referred to as the “incentive plan”) and other relevant provisions.
In order to issue this legal opinion, we hereby make the following statement:
As of the date of issuance of this legal opinion, none of the signing lawyers of this office holds shares in Shenzhen Zhongzhuang Construction Group Co.Ltd(002822) , and there is no other relationship with Shenzhen Zhongzhuang Construction Group Co.Ltd(002822) that may affect the fair performance of duties.
The firm and its handling lawyers express legal opinions in accordance with the provisions of 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, as well as their understanding of the facts and the law. For the facts that are vital and cannot be supported by independent evidence, the exchange makes reasonable judgment by relying on the supporting documents issued by relevant government departments, companies or other relevant units. We have obtained the company’s written guarantee and commitment: the company has provided us with all the factual documents required to issue this legal opinion. All documents are true and complete without any falsehood, concealment, omission or misleading. The copies or copies of all documents are consistent with the original or original, and the seals and signatures on all documents are true.
This legal opinion only expresses legal opinions on matters related to Shenzhen Zhongzhuang Construction Group Co.Ltd(002822) termination of the implementation of the 2020 restricted stock incentive plan and repurchase cancellation of restricted shares granted but not lifted (hereinafter referred to as “matters related to this termination and repurchase cancellation”), It does not provide any form of guarantee for its implementation of the 2020 restricted stock incentive plan.
This legal opinion only expresses opinions on the legality and compliance of the matters related to the termination, repurchase and cancellation of restricted shares in Shenzhen Zhongzhuang Construction Group Co.Ltd(002822) 2020, and does not express opinions on the value of the underlying shares involved in the implementation of the restricted stock incentive plan in 2020.
This legal opinion is only for Shenzhen Zhongzhuang Construction Group Co.Ltd(002822) 2020 restricted stock termination and repurchase cancellation, and shall not be used for any other purpose. The firm and its lawyers agree to take the legal opinions as the necessary legal documents for the company to implement the incentive plan, record or publicly disclose them together with other application materials, and bear corresponding legal liabilities for the legal opinions issued in accordance with the law.
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1、 Approval and implementation of this incentive plan
(I) approval and implementation of the incentive plan
On December 23, 2020, The 29th meeting of the third board of directors of the company deliberated and adopted the proposal on and its summary, the proposal on < Shenzhen Zhongzhuang Construction Group Co.Ltd(002822) 2020 restricted stock incentive plan implementation assessment management measures, and the proposal on submitting the general meeting of shareholders to authorize the board of directors to handle matters related to the company's 2020 restricted stock incentive plan And other proposals related to this incentive plan. The independent directors of the company expressed their independent opinions on the scientificity and rationality of the incentive plan and its set indicators. On the same day, the 26th meeting of the third board of supervisors of the company considered and approved relevant proposals and verified the list of incentive objects.
On January 11, 2021, The first extraordinary general meeting of the company in 2021 deliberated and approved the proposal on and its summary, the proposal on < Shenzhen Zhongzhuang Construction Group Co.Ltd(002822) 2020 restricted stock incentive plan implementation assessment management measures, and the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company's 2020 restricted stock incentive plan, The general meeting of shareholders approved the incentive plan and authorized the board of directors to handle matters related to the incentive plan.
On January 26, 2021, the 30th meeting of the third board of directors of the company deliberated and approved the proposal on adjusting the list of restricted stock incentive objects granted by the company in 2020 and other relevant proposals. After the adjustment, the number of restricted stock incentive objects granted by the incentive plan was changed from 131 to 113, and the number of shares was still 7288400, The independent directors of the company also expressed independent opinions on the above adjustments. On the same day, the 27th meeting of the third board of supervisors of the company deliberated and approved the proposal on adjusting the list of restricted stock incentive objects in 2020 and other relevant proposals, and reviewed the list of incentive objects adjusted by the equity incentive plan. On February 4, 2021, the restricted shares granted this time were listed on Shenzhen Stock Exchange.
On June 16, 2021, the second meeting of the Fourth Board of directors of the company deliberated and approved the proposal on repurchase and cancellation of some restricted shares. In view of the fact that the two incentive objects no longer have the qualification of incentive objects due to resignation, the board of directors of the company decided to repurchase and cancel all 460000 restricted shares granted to the above incentive objects but not lifted the restriction. The independent directors of the company expressed their independent opinions on this proposal. On the same day, the second meeting of the Fourth Board of supervisors of the company considered and adopted relevant proposals.
(II) authorization and approval of this termination and repurchase cancellation
On January 11, 2022, the 9th meeting of the 4th board of directors of the company deliberated and approved the proposal on terminating the implementation of 2020 restricted stock incentive plan and repurchase and cancellation of restricted shares, agreed to terminate the incentive plan currently being implemented, and repurchased and cancelled 6828400 restricted shares granted to 111 incentive objects but not lifted. The independent directors of the company expressed their independent opinions on this proposal. On the same day, the ninth meeting of the Fourth Board of supervisors of the company considered and adopted relevant proposals.
In conclusion, our lawyers believe that as of the date of issuance of this legal opinion, the company’s termination and repurchase cancellation has obtained the necessary approval and authorization at this stage, and is in line with the relevant provisions of laws, regulations, normative documents such as the management measures and the incentive plan.
In accordance with laws and regulations, normative documents and the incentive plan, it is still necessary to perform the deliberation procedures of the general meeting of shareholders, and perform the obligation of information disclosure and relevant registration procedures in accordance with relevant regulations.
2、 Basic information of this termination and repurchase cancellation
(I) reasons for this termination and repurchase cancellation
In order to protect the legitimate rights and interests of investors and comprehensively consider the recent market environment factors and the company’s future development strategic plan, the board of directors of the company plans to terminate the implementation of the 2020 restricted stock incentive plan after careful consideration. The ninth meeting of the Fourth Board of directors and the ninth meeting of the Fourth Board of supervisors of the company have considered and adopted the relevant proposals on the termination, repurchase and cancellation respectively. The independent directors of the company have expressed independent opinions on this. The board of supervisors has verified the number of shares repurchased and cancelled this time and the list of incentive objects involved, and issued verification opinions.
(II) quantity of this termination and repurchase cancellation
According to the announcement on the completion of the grant of restricted stock incentive plan in 2020, the number of restricted shares granted by the company for the first time in 2020 was 7288400 shares. In January 2021, after the adjustment of the company, the number of restricted stock incentive objects granted by the incentive plan was changed from 131 to 113, and the number of shares was still 7288400; In June 2021, two incentive objects of the company resigned for personal reasons, and the 460000 restricted shares granted but not lifted have been repurchased and cancelled by the company; The company terminated, repurchased and cancelled a total of 6828400 restricted shares of 111 incentive objects that have been granted but have not been lifted.
After the termination and repurchase cancellation, the total share capital of the company will be reduced from 720541807 shares to 713713407 shares, and the registered capital will be reduced from 720541807 yuan to 713713407 yuan.
(III) price and capital source of this repurchase
According to the provisions of the incentive plan, if the company distributes cash dividends, bonus shares, conversion of provident fund into share capital, stock subdivision, stock reduction or allotment, which affect the amount of the company’s total share capital or the company’s stock price, the company shall adjust the repurchase price of the restricted shares that have not been unlocked accordingly. Due to the implementation of the annual equity distribution in 2020, the repurchase price of the company’s restricted shares was adjusted from 3.64 yuan / share to 3.59 yuan / share, and the repurchase quantity was 6.8284 million shares, plus the sum of bank deposit interest in the same period. The source of funds is the company’s own funds.
After verification, our lawyers believe that as of the date of issuance of this legal opinion, the reasons for the termination and repurchase cancellation, the number of repurchase cancellation and the repurchase price comply with the relevant provisions of the administrative measures and the incentive plan, and there is no obvious damage to the interests of the listed company and all shareholders. The cancellation of this repurchase still needs to fulfill the obligation of information disclosure in accordance with relevant laws and regulations, and go through the procedures related to the reduction of registered capital and share cancellation registration.
3、 Concluding observations
In conclusion, our lawyers believe that:
1. As of the date of issuance of this legal opinion, the termination and repurchase cancellation of the company has obtained the necessary authorization and approval at this stage, which is in line with the relevant provisions of the management measures and the incentive plan. The termination and repurchase cancellation need to be submitted to the general meeting of shareholders of the company for deliberation.
2. The reasons for this termination and repurchase cancellation, the number of this repurchase cancellation and the repurchase price comply with the relevant provisions of the administrative measures and the incentive plan. There is no obvious damage to the interests of the listed company and all shareholders.
3. The cancellation of this repurchase still needs to fulfill the obligation of information disclosure in accordance with relevant laws and regulations, and go through the procedures related to the reduction of registered capital and share cancellation registration.
This legal opinion shall come into force after being sealed by the exchange and signed by the handling lawyer.
This legal opinion is made in triplicate with the same legal effect.
(there is no text on this page, which is the signature page of the legal opinion of Guangdong Huashang law firm on the termination of the implementation of the 2020 restricted stock incentive plan and the repurchase and cancellation of restricted shares granted but not lifted by Shenzhen Shenzhen Zhongzhuang Construction Group Co.Ltd(002822) Group Co., Ltd.)
Principal: Handling lawyer:
Gao Shu Liu Liping
He Qing
January 11, 2022
