Beijing Anjie (Shanghai) law firm
about
Guangdong Great River Smarter Logistics Co.Ltd(002930)
2019 stock option and restricted stock incentive plan
Matters related to the cancellation of some stock options and the repurchase and cancellation of some restricted shares
Legal opinion
April, 2002
About Guangdong Great River Smarter Logistics Co.Ltd(002930)
2019 stock option and restricted stock incentive plan
Matters related to the cancellation of some stock options and the repurchase and cancellation of some restricted shares
Legal opinion
To: Guangdong Great River Smarter Logistics Co.Ltd(002930)
Entrusted by Guangdong Great River Smarter Logistics Co.Ltd(002930) (hereinafter referred to as “the company” or ” Guangdong Great River Smarter Logistics Co.Ltd(002930) “), Beijing Anjie (Shanghai) law firm (hereinafter referred to as “the firm”) is responsible for This legal opinion is issued in the normative documents and the Guangdong Great River Smarter Logistics Co.Ltd(002930) 2019 stock option and restricted stock incentive plan (hereinafter referred to as the “incentive plan” or “this incentive plan”) on the cancellation of some stock options and the repurchase and cancellation of some restricted shares (hereinafter referred to as “this cancellation”).
For this legal opinion, our lawyer declares as follows:
(I) in accordance with the securities law of the people’s Republic of China, the measures for the administration of securities legal business by law firms and the rules for the practice of securities legal business by law firms (for Trial Implementation), as well as the facts that have occurred or exist before the date of issuance of this legal opinion, our lawyers have strictly performed their statutory duties, followed the principles of diligence and good faith, and conducted full verification and verification, 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 bear corresponding legal liabilities.
(II) we have obtained Guangdong Great River Smarter Logistics Co.Ltd(002930) the following guarantee: Guangdong Great River Smarter Logistics Co.Ltd(002930) has provided our lawyers with all the documents necessary for issuing this legal opinion. All documents are true, complete, legal and effective. Copies or copies of all documents are consistent with the original or the original, and the signatures and seals on all documents are true; And all facts and documents sufficient to affect the legal judgment made by our lawyers have been disclosed without any concealment, misleading or omission.
(III) our lawyers only express opinions on the legal matters related to the cancellation of the company, but do not express opinions on the accounting, audit and other professional matters involved in the cancellation of the company. Our office and the handling lawyers do not have the legal qualification to check and judge these professional matters. The statements and data related to such professional matters or the references to the contents of professional reports such as accounting reports and audit reports in this legal opinion by the firm and the handling lawyer do not mean that the firm and the handling lawyer make any express or implied guarantee for the authenticity and effectiveness of these references.
This legal opinion is only for the purpose of this cancellation and shall not be used for any other purpose.
Our lawyer agrees to take this legal opinion as the necessary legal document for Guangdong Great River Smarter Logistics Co.Ltd(002930) this cancellation, announce and disclose it together with other materials, and bear the responsibility for the legal opinion issued according to law.
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 issue the following legal opinions:
1、 Approval and authorization of this cancellation
After verification by our lawyers, as of the date of issuance of this legal opinion, the company has obtained the following approval and authorization for this cancellation:
On April 27, 2022, the 12th meeting of the third board of directors and the 11th meeting of the third board of supervisors respectively deliberated and approved the proposal on cancellation of partial stock options of 2019 stock option and restricted stock incentive plan, proposal on cancellation of partial restricted stock repurchase of 2019 stock option and restricted stock incentive plan and other proposals. On the same day, the independent directors of the company expressed their independent opinions on relevant matters.
Therefore, our lawyers believe that as of the date of issuance of this legal opinion, the cancellation has obtained the necessary approval and authorization at this stage, performed the corresponding procedures, and complied with the relevant provisions of the administrative measures and other laws, regulations, normative documents and the incentive plan. The repurchase and cancellation of restricted shares need to be submitted to the general meeting of shareholders of the company for deliberation and approval.
2、 Current cancellation
(I) cancellation of stock options
According to the provisions of “(II) resignation of the incentive object” in “II. Treatment methods for changes in the personal situation of the incentive object” of “Chapter VIII treatment of the incentive plan in case of changes in the company / incentive object” of the incentive plan, if the incentive object’s contract expires and does not renew or voluntarily resign, its exercised shares will not be treated, and the granted but not exercised stock options will not be exercised and will be cancelled by the company.
According to the relevant documents provided by the company, the four original incentive objects in the company’s incentive plan have resigned for personal reasons and are no longer qualified as incentive objects. The company will cancel the 2238600 stock options granted but not exercised by the above incentive objects.
(II) repurchase and cancellation of restricted shares
According to the provisions of “(II) resignation of the incentive object” in “II. Treatment methods for changes in the personal situation of the incentive object” of “Chapter VIII handling of the incentive plan in case of changes in the company / incentive object” of the incentive plan, if the incentive object’s contract expires and does not renew or resigns voluntarily, the restricted shares that have been lifted shall not be handled, and the restricted shares that have been granted but have not been lifted shall not be lifted, The company shall cancel the repurchase at the grant price.
According to the relevant documents provided by the company, one of the original incentive objects in the company’s incentive plan resigned for personal reasons and was no longer qualified as an incentive object. The company will repurchase and cancel its restricted shares that have been granted but have not been lifted at the grant price.
In view of the fact that the company has implemented the 2018 annual equity distribution plan on May 23, 2019, based on 243798220 shares of the company’s total share capital, the company will distribute cash dividends of 3.00 yuan (including tax) to all shareholders for every 10 shares, and transfer 4 shares and 0 bonus shares to all shareholders with capital reserve. Some cash shares of incentive objects have not been actually distributed; The 2019 equity distribution plan was implemented on April 30, 2020. Based on 341317508 shares of the company’s total share capital, a cash dividend of 3.00 yuan (including tax) was distributed to all shareholders for every 10 shares. At the same time, the capital reserve was used to increase 3 shares for every 10 shares and 0 bonus shares were distributed to all shareholders. Some cash shares of the incentive target have been distributed; The 2020 equity distribution plan was implemented on July 7, 2021. Based on 443998843 shares of the company’s total share capital, cash dividends of 3 yuan (including tax) were distributed to all shareholders for every 10 shares, no bonus shares were given, no capital reserve was converted into share capital, and some cash shares of incentive objects were not actually distributed.
According to the provisions of “(x) repurchase and cancellation of restricted shares” in “II. Restricted stock incentive plan” in “Chapter V specific contents of this incentive plan” of the incentive plan, after the restricted shares granted to the incentive object are registered, if the company changes capital reserve into share capital, distributes stock dividends, splits shares, distributes shares or reduces shares, pays dividends and other matters, The company shall repurchase the restricted shares granted to the incentive object but not yet lifted the restriction on sales and the company’s shares obtained based on this part of restricted shares according to the adjusted quantity. If the repurchase price and quantity need to be adjusted according to the plan, they shall be adjusted accordingly according to the following methods:
1. Repurchase quantity
(1) Conversion of capital reserve into share capital, distribution of stock dividends and stock splitting
Q＝Q0 × （1＋n）
Where: Q0 is the number of restricted stocks before adjustment; N is the ratio of capital reserve per share converted into share capital, dividend distribution and stock subdivision (i.e. the number of shares increased after conversion, share distribution or subdivision of each share); Q is the adjusted number of restricted shares.
2. Repurchase price
(1) Conversion of capital reserve into share capital, distribution of stock dividends and stock splitting
P＝P0 × （1＋n）
Where: P0 is the grant price before adjustment; N is the ratio of capital reserve per share converted into share capital, dividend distribution and share splitting; P is the adjusted repurchase price.
(2) Dividend
P＝P0-V
Where: P0 is the grant price before adjustment; V is the dividend per share; P is the adjusted repurchase price. After dividend adjustment, P must still be greater than 1. If the cash dividends obtained by the incentive object due to the restricted shares granted are collected by the company, they shall be paid to the incentive object as dividends payable when the restricted shares are lifted, and the repurchase price of the restricted shares that have not been lifted will not be adjusted.
Therefore, the number of restricted shares held by the above-mentioned one original incentive object that have been granted but have not been lifted will be adjusted from 36000 shares to 65520 shares, and the repurchase price will be adjusted from 13.59 yuan / share to 7.236 yuan / share. To sum up, the company will repurchase 65520 shares of restricted shares held by the above-mentioned one original incentive object that have been granted but have not been lifted at the price of 7.236 yuan / share and cancel them.
(III) capital source of this repurchase of restricted shares
According to the relevant documents provided by the company, the total amount of funds for the repurchase of restricted shares is 474120 yuan, and the source of funds is the company’s own funds. This cancellation will not have a material impact on the company’s financial situation and operating results, nor will it affect the diligence of the company’s management team.
Therefore, our lawyers believe that the reasons for the cancellation of the company, the number of repurchase and cancellation of restricted shares and cancelled stock options, the determination of the repurchase price of restricted shares and the source of funds are in line with the relevant provisions of the administrative measures and other laws, regulations, normative documents and the incentive plan; This cancellation will not have a material impact on the company’s financial situation and operating results, nor will it affect the diligence of the company’s management team.
3、 Concluding observations
In conclusion, our lawyers believe that as of the date of issuance of this legal opinion, the cancellation has obtained the necessary approval and authorization at this stage and performed the corresponding procedures; The reasons for this cancellation, the number of restricted shares repurchased and cancelled, the determination of the repurchase price of restricted shares and the source of funds are in line with the relevant provisions of the administrative measures and other laws, regulations, normative documents and the incentive plan; This cancellation will not have a material impact on the company’s financial situation and operating results, nor will it affect the diligence of the company’s management team; The repurchase and cancellation of some restricted shares need to be submitted to the general meeting of shareholders of the company for deliberation and approval.
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(there is no text on this page, which is the signature page of the legal opinion of Beijing Anjie (Shanghai) law firm on matters related to the cancellation of some stock options and the repurchase and cancellation of some restricted shares under the Guangdong Great River Smarter Logistics Co.Ltd(002930) 2019 stock option and restricted stock incentive plan)
This legal opinion is issued on April 27, 2022 in duplicate without duplicate.
Beijing Anjie (Shanghai) law firm (seal)
Person in charge: Handling lawyer:
Cai hang, Xu Tao
Zheng Hao
