Beijing Zhonglun (Shenzhen) law firm
About Zhanjiang Guolian Aquatic Products Co.Ltd(300094)
2020 restricted stock incentive plan
Repurchase and cancellation of some restricted shares
Legal opinion
April 2002
Beijing Shanghai Shenzhen Guangzhou Chengdu Wuhan Chongqing Hangzhou Hong Kong Tokyo London New York Los Angeles San Francisco
Beijing Shanghai Shenzhen Guangzhou Chengdu Wuhan Chongqing Qingdao Hangzhou Hong Kong Tokyo London New York Los Angeles San Francisco
Floor 8-10, building a, Rongchao center, 6003 Yitian Road, Futian District, Shenzhen postcode: 518026
8-10/F, Tower A, Rongchao Tower, 6003 Yitian Road, Futian District, Shenzhen 518026, P.R.China
Tel: (86755) 33256666 Fax: (86755) 33206888 / 6889
Website: www.zhonglun.com com.
Beijing Zhonglun (Shenzhen) law firm
About Zhanjiang Guolian Aquatic Products Co.Ltd(300094)
2020 restricted stock incentive plan
Repurchase and cancellation of some restricted shares
Legal opinion
To: Zhanjiang Guolian Aquatic Products Co.Ltd(300094)
According to 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 incentives of listed companies (hereinafter referred to as the "administrative measures") issued by the China Securities Regulatory Commission (hereinafter referred to as the "CSRC") and other laws According to the relevant provisions of laws, regulations and normative documents and the Zhanjiang Guolian Aquatic Products Co.Ltd(300094) articles of Association (hereinafter referred to as the "articles of association"), Beijing Zhonglun (Shenzhen) law firm (hereinafter referred to as the "firm") accepts the entrustment of Zhanjiang Guolian Aquatic Products Co.Ltd(300094) (hereinafter referred to as the "company" or " Zhanjiang Guolian Aquatic Products Co.Ltd(300094) ") as the legal adviser of the company's 2020 restricted stock incentive plan (hereinafter referred to as the "incentive plan"), This legal opinion is issued on the repurchase and cancellation of some restricted shares (hereinafter referred to as "this repurchase and cancellation") by the company in accordance with Zhanjiang Guolian Aquatic Products Co.Ltd(300094) 2020 restricted stock incentive plan (Draft) (hereinafter referred to as "2020 restricted stock incentive plan").
The exchange has obtained the following guarantee from the company: all documents, materials, statements and explanations provided by the company 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 major omission; All signatures and seals in the documents provided by the company are authentic, and the copies, copies or faxes of the documents are consistent with the original.
In accordance with the provisions of the securities law, the measures for the administration of securities legal business of law firms 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 date of issuance of the legal opinion of the firm, the firm and its handling lawyers have strictly performed their statutory duties, followed the principles of diligence and good faith, and conducted sufficient verification and verification, Ensure that the facts identified in this legal opinion are true, accurate and complete, and the concluding opinions issued are legal and accurate, without false records, misleading statements or major omissions, and are willing to bear corresponding legal liabilities.
The exchange agrees that the company will announce this legal opinion as a necessary document for the cancellation of this repurchase, and bear the responsibility for the legal opinion issued in accordance with the law.
This legal opinion is only used by the company for the purpose of this repurchase cancellation, and shall not be used for any other purpose without the prior written consent of the exchange.
In accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, and on the basis of full verification and verification of the relevant documents and facts provided by the company, our lawyers now issue the following legal opinions: I. approval and authorization of this repurchase cancellation
1. On March 3, 2020, the company held the 27th meeting of the Fourth Board of directors, deliberated and adopted the proposal on Zhanjiang Guolian Aquatic Products Co.Ltd(300094) 2020 restricted stock incentive plan (Draft) and its summary Proposal on Zhanjiang Guolian Aquatic Products Co.Ltd(300094) 2020 restricted stock incentive plan implementation assessment management measures, and proposal on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to 2020 restricted stock incentive plan. The independent directors of the company expressed their agreed independent opinions on matters related to the incentive plan.
On March 3, 2020, the company held the 23rd Meeting of the 4th board of supervisors, deliberated and approved the proposal on Zhanjiang Guolian Aquatic Products Co.Ltd(300094) 2020 restricted stock incentive plan (Draft) and its summary, the proposal on Zhanjiang Guolian Aquatic Products Co.Ltd(300094) 2020 restricted stock incentive plan implementation assessment management measures "and the proposal on the verification opinions on the list of incentive objects of Zhanjiang Guolian Aquatic Products Co.Ltd(300094) 2020 restricted stock incentive plan.
2. On March 16, 2020, the company announced the review opinions and publicity statement of the board of supervisors on the list of incentive objects of the 2020 restricted stock incentive plan.
3. On March 20, 2020, the company held the second extraordinary general meeting of shareholders in 2020, deliberated and approved the proposal on Zhanjiang Guolian Aquatic Products Co.Ltd(300094) 2020 restricted stock incentive plan (Draft) and its summary, the proposal on Zhanjiang Guolian Aquatic Products Co.Ltd(300094) 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 2020 restricted stock incentive plan.
4. On May 21, 2020, the company held the 32nd meeting of the 4th board of directors and passed the proposal on adjusting the list and number of incentive objects granted for the first time in the 2020 restricted stock incentive plan. 11 incentive objects voluntarily gave up participating in the incentive plan due to resignation, fund-raising and other reasons. After adjustment, 76 incentive objects were granted for the first time in the incentive plan, A total of 9.44 million restricted shares were granted; The proposal on granting restricted shares to incentive objects was deliberated and passed. The board of directors considered that the granting conditions of this restricted stock incentive plan had been met and determined the granting date as may 22, 2020. The independent directors of the company expressed their independent opinions on the above matters.
On May 21, 2020, the company held the 27th meeting of the 4th board of supervisors, deliberated and approved the proposal on adjusting the list and number of incentive objects granted for the first time in the 2020 restricted stock incentive plan, the proposal on granting restricted shares to incentive objects and other proposals, and verified the relevant adjustment matters and the list of incentive objects granted with restricted shares.
5. On June 24, 2020, the company held the 34th meeting of the 4th board of directors, which deliberated and approved the proposal on repurchase and cancellation of some restricted shares. Because the incentive object Peng Yating resigned and no longer met the incentive conditions, the company plans to repurchase and cancel the granted but unlocked restricted shares, with a number of 50000 shares. Independent directors expressed independent opinions on the cancellation of this repurchase.
On June 24, 2020, the company held the 29th meeting of the Fourth Board of supervisors, deliberated and approved the proposal on repurchase and cancellation of some restricted shares, and reviewed the repurchase and cancellation.
6. On March 9, 2021, the company held the fourth meeting of the Fifth Board of directors, deliberated and approved the proposal on granting reserved restricted shares to incentive objects. The board of directors considered that the granting conditions of this restricted stock incentive plan had been met, determined the granting date as March 9, 2021, and granted 1 million reserved restricted shares to two incentive objects; The proposal on repurchase and cancellation of some restricted shares was deliberated and passed. Due to the resignation of the incentive object Liang Zhiteng and others, they no longer meet the incentive conditions. The company plans to repurchase and cancel the restricted shares granted but not unlocked, with a number of 390000 shares. The independent directors of the company expressed their independent opinions on the above matters.
On March 9, 2021, the company held the fourth meeting of the Fifth Board of supervisors, deliberated and approved the proposal on granting reserved restricted shares to incentive objects and the proposal on repurchase and cancellation of some restricted shares, and verified the incentive objects reserved for granting restricted shares and the repurchase and cancellation.
7. On April 27, 2021, the company held the fifth meeting of the Fifth Board of directors, deliberated and approved the proposal on repurchase and cancellation of restricted shares related to the 2020 restricted stock incentive plan. Because the company's 2020 operating performance did not meet the performance assessment requirements at the company level in the measures for the administration of the implementation and assessment of the company's 2020 restricted stock incentive plan and the resignation of incentive objects, according to relevant regulations, The company will repurchase and cancel the restricted shares corresponding to the first release period and the restricted shares of the resignation incentive object, with a total of 4036000 shares. The independent directors of the company expressed their independent opinions on the above matters. On April 27, 2021, the company held the fifth meeting of the Fifth Board of supervisors, deliberated and approved the proposal on repurchase and cancellation of restricted shares related to the 2020 restricted stock incentive plan, and reviewed the repurchase and cancellation.
8. On August 25, 2021, the company held the 6th meeting of the 5th board of directors, deliberated and approved the proposal on canceling the granting of reserved restricted shares in the 2020 restricted stock incentive plan. Due to the company's failure to complete the capital verification and grant registration of reserved restricted shares within the time specified in the administrative measures, the company agreed to cancel the granting of reserved restricted shares in the 2020 restricted stock incentive plan, 1 million shares in total; The proposal on adjusting the repurchase and cancellation of some restricted shares was reviewed and approved. Due to the cancellation of the reserved restricted shares granted in the 2020 restricted stock incentive plan, the company plans to adjust the number of restricted stock repurchase and cancellation involved in the proposal on repurchase and cancellation of restricted shares related to the 2020 restricted stock incentive plan considered and approved at the fifth meeting of the Fifth Board of directors and the fifth meeting of the Fifth Board of supervisors, The number of repurchases cancelled was adjusted from 4036000 shares to 3636000 shares. The independent directors of the company expressed their independent opinions on the above matters.
On August 25, 2021, the company held the sixth meeting of the Fifth Board of supervisors, deliberated and approved the proposal on canceling the grant of reserved restricted shares in the 2020 restricted stock incentive plan and the proposal on adjusting the repurchase and cancellation of some restricted shares, and reviewed the cancellation of the grant and the adjustment.
9. On October 25, 2021, the company held the 9th meeting of the 5th board of directors and passed the proposal on repurchase and cancellation of some restricted shares. Due to the resignation of six incentive objects, including Wang zuozhou, Chen Yongwen, Xie Yan, Liang Yanxia, Huang Xu and Wang Xiaocheng, the company no longer meets the incentive conditions. The company plans to repurchase and cancel the granted but unlocked restricted shares, with a total of 408000 shares. The independent directors of the company expressed their independent opinions on the above matters.
On October 25, 2021, the company held the 8th meeting of the 5th board of supervisors, deliberated and approved the proposal on repurchase and cancellation of some restricted shares, and verified the repurchase and cancellation.
10. On December 29, 2021, the company held the 10th meeting of the 5th board of directors, which deliberated and approved the proposal on repurchase and cancellation of some restricted shares. Due to the resignation of the incentive object Xiao Lili, the company no longer meets the incentive conditions, the company plans to repurchase and cancel the granted but unlocked restricted shares, with a number of 60000 shares. The independent directors of the company expressed their independent opinions on the above matters.
On December 29, 2021, the company held the 9th meeting of the 5th board of supervisors, deliberated and approved the proposal on repurchase and cancellation of some restricted shares, and verified the repurchase and cancellation.
11. On April 25, 2022, the company held the 12th meeting of the 5th board of directors, deliberated and approved the proposal on repurchase and cancellation of restricted shares related to the 2020 restricted stock incentive plan. Because the company's 2021 operating performance did not meet the performance assessment requirements at the company level in the measures for the administration of the implementation and assessment of the company's 2020 restricted stock incentive plan and the resignation of incentive objects, according to relevant regulations, The company will cancel the restricted repurchase of 249000 shares in the second period. The independent directors of the company expressed their independent opinions on the above matters. On April 25, 2022, the company held the 10th meeting of the 5th board of supervisors, deliberated and approved the proposal on repurchase and cancellation of restricted shares related to the 2020 restricted stock incentive plan, and reviewed the repurchase and cancellation.
After verification, our lawyers believe that the cancellation of this repurchase has been achieved at this stage
