Guohao law firm (Hangzhou)
About
Zhejiang Haers Vacuum Containers Co.Ltd(002615)
Repurchase and cancel some restricted shares granted but not lifted
Legal opinion
Address: Guohao lawyer building, No. 2 and No. 15, Baita Park, laofuxing Road, Shangcheng District, Hangzhou zip code: 310008
Grandall building, No.2 & No.15, block B, Baita Park, old Fuxing Road, Hangzhou, Zhejiang 310008, China Tel: (+ 86) (571) 8577 5888 fax / Fax: (+ 86) (571) 8577 5643
Email / mail: [email protected].
Website: http://www.grandall.com.cn.
January 2002
Guohao law firm (Hangzhou)
About Zhejiang Haers Vacuum Containers Co.Ltd(002615)
Repurchase cancellation part has been granted but the sales restriction has not been lifted
Restricted stock
Legal opinion
To: Zhejiang Haers Vacuum Containers Co.Ltd(002615)
Guohao law firm (Hangzhou), as a special legal consultant hired by Zhejiang Haers Vacuum Containers Co.Ltd(002615) (hereinafter referred to as " Zhejiang Haers Vacuum Containers Co.Ltd(002615) "), 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") In accordance with the provisions of relevant laws, regulations and normative documents such as the measures for the administration of equity incentive of listed companies (Order No. 126 of the China Securities Regulatory Commission) (hereinafter referred to as the "measures") of the China Securities Regulatory Commission (hereinafter referred to as the "CSRC"), and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, In accordance with the requirements of China Securities Regulatory Commission, this legal opinion is issued on Zhejiang Haers Vacuum Containers Co.Ltd(002615) the share repurchase and cancellation.
Part I Introduction
1、 Interpretation
Unless otherwise specified herein, the following words have the following meanings:
Zhejiang Haers Vacuum Containers Co.Ltd(002615) . The company refers to Zhejiang Haers Vacuum Containers Co.Ltd(002615)
This incentive plan refers to the Zhejiang Haers Vacuum Containers Co.Ltd(002615) 2020 restricted stock incentive plan
Incentive plan (Draft) refers to the Zhejiang Haers Vacuum Containers Co.Ltd(002615) 2020 restricted stock incentive plan (Draft)
Incentive plan (revised draft refers to the revised version of Zhejiang Haers Vacuum Containers Co.Ltd(002615) 2020 years) institutional stock incentive plan (Revised Draft)
This repurchase cancellation refers to Zhejiang Haers Vacuum Containers Co.Ltd(002615) repurchase cancellation of 2020 restricted shares granted to some incentive objects but not lifted
This office refers to Guohao law firm (Hangzhou)
Company law means the company law of the people's Republic of China
Securities Law means the securities law of the people's Republic of China
The Administrative Measures refer to the administrative measures for equity incentive of listed companies
Articles of association means the Zhejiang Haers Vacuum Containers Co.Ltd(002615) articles of association
CSRC refers to the China Securities Regulatory Commission
Shenzhen stock exchange refers to Shenzhen Stock Exchange
Yuan, ten thousand yuan and one hundred million yuan refer to RMB yuan, ten thousand yuan and one hundred million yuan, unless otherwise stated
Note: the difference in the mantissa between the sum of some total numbers and each addend in this legal opinion is caused by rounding in the calculation.
2、 Introduction to lawyers and law firms
The office is a partnership law firm approved by the Department of justice of Zhejiang Province in 2001. Its registered address is building 15 and building 2, Baita Park, laofuxing Road, Hangzhou, Zhejiang Province (Guohao law building). Its main business scope includes securities, corporate investment, enterprise M & A, infrastructure construction, litigation and arbitration and other legal services. The signing lawyers are lawyer Xiang ye and lawyer song Huiqing. Both lawyers have no records of violations of laws and regulations since their practice. The contact information of the signing lawyer is: office telephone: 0571-85775888, fax: 0571-85775643, address: building 15 and building 2, Baita Park, laofuxing Road, Hangzhou, Zhejiang (Guohao lawyer building). 3、 Statement of our lawyer
In accordance with the provisions of the securities law, the measures for the administration of securities legal business of law firms, 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, the firm and its handling lawyers have strictly performed their statutory duties and followed the principles of diligence and good faith, It has conducted sufficient verification and verification to 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 shall bear corresponding legal liabilities.
Our lawyers express legal opinions on the relevant facts of Zhejiang Haers Vacuum Containers Co.Ltd(002615) This repurchase cancellation in accordance with the current effective laws, regulations and normative documents in China up to the date of issuance of this legal opinion.
Zhejiang Haers Vacuum Containers Co.Ltd(002615) has assured the exchange that the documents and statements and explanations provided to the exchange are complete, true and effective, and all facts and documents sufficient to affect this legal opinion have been disclosed to the exchange without any concealment or omission.
This legal opinion only expresses opinions on the legality and compliance of this repurchase cancellation and relevant legal matters, and does not express opinions on the value of the underlying stock involved in Zhejiang Haers Vacuum Containers Co.Ltd(002615) This repurchase cancellation.
This legal opinion is only used for the purpose of Zhejiang Haers Vacuum Containers Co.Ltd(002615) This repurchase cancellation, and shall not be used for any other purpose without the prior written permission of the exchange.
The exchange agrees to take this legal opinion as one of the necessary legal documents for the cancellation of this repurchase, report or publicly disclose it together with other application materials, and bear corresponding legal liabilities for the legal opinion issued according to law.
The second part is the main body
1、 Buy back and cancel the approval and authorization procedures for some incentive objects of the 2020 restricted stock incentive plan that have been granted but have not been lifted
1. On October 16, 2020, the company held the second meeting of the Fifth Board of directors, The proposal on the 2020 restricted stock incentive plan (Draft) and its summary, the proposal on the assessment and management measures for the implementation 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 were reviewed and approved. The independent directors of the company expressed their independent opinions. 2. On October 16, 2020, the company held the second meeting of the Fifth Board of supervisors, The proposal on the 2020 restricted stock incentive plan (Draft) and its summary, the proposal on the management measures for the implementation and assessment of the 2020 restricted stock incentive plan, and the proposal on verifying the list of incentive objects granted for the first time in the 2020 restricted stock incentive plan were reviewed and approved. The board of supervisors of the company issued review opinions on the list of incentive objects first granted by the company's restricted stock incentive plan in 2020.
3. From October 19, 2020 to October 28, 2020, the company was on cninfo.com（ http://www.cn.info.com.cn. ）And the company's official website（ http://www.haers.cn./ ）The names and positions of the list of incentive objects were publicized on the. During the publicity period, the board of supervisors of the company did not receive any objection related to the incentive objects. On October 29, 2020, the board of supervisors of the company issued the review opinions and publicity statement of the board of supervisors on the list of incentive objects of the company's 2020 restricted stock incentive plan. The board of supervisors of the company held that some incentive objects listed in this incentive plan for the first time met the conditions specified in relevant laws, regulations and normative documents, It is legal and effective as part of the incentive objects granted for the first time in this incentive plan.
4. On November 3, 2020, the company held the fourth extraordinary general meeting of shareholders in 2020, The meeting considered and adopted the proposal on the 2020 restricted stock incentive plan (Draft) and its summary, the proposal on the assessment and management measures for the implementation of the 2020 restricted stock incentive plan, and the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive by combining on-site voting and online voting.
5. On November 4, 2020, Zhejiang Haers Vacuum Containers Co.Ltd(002615) announced the Zhejiang Haers Vacuum Containers Co.Ltd(002615) self inspection report on the trading of company shares by insiders of 2020 restricted stock incentive plan.
6. On November 25, 2020, the company held the fourth meeting of the Fifth Board of directors and the fourth meeting of the Fifth Board of supervisors, deliberated and adopted the proposal on the first grant of restricted shares to incentive objects, and agreed to grant 9.075 million restricted shares to 116 incentive objects meeting the grant conditions with November 25, 2020 as the first grant date, The grant price is 2.90 yuan / share. The independent directors of the company expressed their independent opinions on this matter, and the board of supervisors verified the list of incentive objects granted restricted shares for the first time and expressed their opinions.
7. On December 28, 2020, the company announced the announcement on the completion of the first grant registration of restricted shares (repurchase part) in the 2020 restricted stock incentive plan and the announcement on the completion of the first grant registration of restricted shares (fixed increase part) in the 2020 restricted stock incentive plan in the information disclosure media designated by the CSRC, The listing date of the first grant of restricted shares (repurchase part) is December 25, 2020, and the listing date of the first grant of restricted shares (fixed increase part) is December 29, 2020.
8. On April 27, 2021, the company held the 8th meeting of the 5th board of directors and the 5th meeting of the 5th board of supervisors, deliberated and adopted the proposal on repurchase and cancellation of 2020 restricted shares granted to some incentive objects but not unlocked. The board of directors of the company decided that in view of the incentive objects granted for the first time, Guo Junfeng, Gong Yurun Cao Fei and other three employees resigned voluntarily due to personal reasons. According to the relevant provisions of the incentive plan (Draft), the above-mentioned personnel do not meet the incentive conditions. The company used its own funds to repurchase and cancel all the restricted shares held by the above three resigned personnel that have been granted but have not been lifted, with a total of 860000 shares, and the repurchase price is 2.90 yuan / share. The board of supervisors of the company gave its consent and the independent directors gave their consent. The above repurchase cancellation matters shall be submitted to the 2020 annual general meeting of shareholders of the company for deliberation.
9. On May 21, 2021, the company held the 2020 annual general meeting of shareholders, which deliberated and adopted the proposal on repurchase and cancellation of 2020 restricted shares granted to some incentive objects but not unlocked by means of on-site voting and online voting.
10. On May 22, 2021, the company was on cninfo.com（ http://www.cn.info.com.cn. ）And the company's official website（ http://www.haers.cn./ ）The announcement on repurchase and cancellation of some granted but not unlocked restricted shares in 2020 and reduction of registered capital and notification to creditors was publicized.
11. On October 27, 2021, the company held the 12th meeting of the 5th board of directors and the 7th Meeting of the 5th board of supervisors, deliberated and adopted the proposal on granting reserved restricted shares to incentive objects, deliberated and approved the granting of reserved restricted shares, and the independent directors of the company expressed their independent opinions on the granting of reserved restricted shares. The board of supervisors of the company checked whether the granting conditions of the reserved restricted stock granting objects were fulfilled, and agreed to grant 1.93 million restricted shares to 15 incentive objects with November 1, 2021 as the reserved granting date.
12. On December 1, 2021, the company held the 13th meeting of the 5th board of directors and the 8th meeting of the 5th board of supervisors, deliberated and adopted the proposal on the 2020 restricted stock incentive plan (Revised Draft) and its summary, the proposal on the measures for the implementation and assessment of the 2020 restricted stock incentive plan (Revised Draft), and other relevant proposals. The independent directors of the company expressed their independent opinions on this matter, and the board of supervisors expressed their opinions on this matter.
13. On December 17, 2021, the company held the fifth extraordinary general meeting of shareholders in 2021, The meeting considered and adopted the proposal on the 2020 restricted stock incentive plan (Revised Draft) and its summary, the proposal on the measures for the implementation and assessment of the 2020 restricted stock incentive plan (Revised Draft), and other relevant proposals by combining on-site voting and online voting.
14. On December 31, 2021, the company designated information in the CSRC
