Beijing Anjie (Shanghai) law firm
about
Guangdong Great River Smarter Logistics Co.Ltd(002930) 2019 stock option and restricted stock incentive plan
The third exercise and of stock options
Matters related to the lifting of restrictions on the sale of restricted shares in the third phase
of
Legal opinion
April, 2002
Beijing Anjie (Shanghai) law firm
About Guangdong Great River Smarter Logistics Co.Ltd(002930)
2019 stock option and restricted stock incentive plan
The third exercise and of stock options
Matters related to the lifting of restrictions on the sale of restricted shares in the third phase
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 related matters of the third exercise of stock options and the third release of restrictions on the sale of restricted shares (hereinafter referred to as "this exercise and release of restrictions") of Guangdong Great River Smarter Logistics Co.Ltd(002930) 2019 stock option and restricted stock incentive plan (hereinafter referred to as "incentive plan" or "this incentive plan").
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) the exchange only expresses opinions on the legal matters related to the company's current exercise of rights and the lifting of restrictions on sales, but does not express opinions on the accounting, audit and other professional matters involved in the company's current exercise of rights and the lifting of restrictions on sales. The exchange and the handling lawyer 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 exercise and lifting the restrictions on sales, and shall not be used for any other purpose.
The lawyer of the firm agrees to take this legal opinion as the legal document necessary for Guangdong Great River Smarter Logistics Co.Ltd(002930) this exercise and the lifting of restrictions on sales, announce and disclose it together with other materials, and bear the responsibility for the legal opinion issued in accordance with the 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 exercise and lifting of sales restrictions
After verification by our lawyers, as of the date of issuance of this legal opinion, the company has obtained the following approvals and authorizations for the exercise and lifting of restrictions on sales:
1. On January 7, 2019, the 8th meeting of the second board of directors of the company deliberated and approved the proposal on the company's 2019 stock option and restricted stock incentive plan (Draft) and its summary, the proposal on the company's measures for the implementation and assessment of the 2019 stock option and 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. On the same day, the independent directors of the company expressed their independent opinions on agreeing to implement the incentive plan.
2. On January 7, 2019, the 8th meeting of the second board of supervisors of the company deliberated and approved the proposal on the company's 2019 stock option and restricted stock incentive plan (Draft) and its summary, the proposal on the company's measures for the implementation and assessment of 2019 stock option and restricted stock incentive plan, and the proposal on the company's list of incentive objects of 2019 stock option and restricted stock incentive plan, etc.
3. From January 8, 2019 to January 17, 2019, the company publicized the names and positions of the proposed incentive objects. As of the expiration of the publicity period, the board of supervisors of the company has not received any objections from employees to the incentive objects. On January 18, 2019, the ninth meeting of the second board of supervisors of the company considered and approved the proposal on the publicity of the list of incentive objects of the 2019 stock option and restricted stock incentive plan and the verification opinions, and considered that the subject qualification of the incentive objects of the incentive plan was legal and effective.
4. On January 24, 2019, the company's first extraordinary general meeting of shareholders in 2019 deliberated and approved the proposal on the company's 2019 stock option and restricted stock incentive plan (Draft) and its summary, the proposal on the company's measures for the implementation and assessment of 2019 stock option and 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.
5. On February 26, 2019, the 9th meeting of the second board of directors and the 10th meeting of the second board of supervisors deliberated and adopted the proposal on adjusting the granting objects and quantity of 2019 stock option and restricted stock incentive plan and the proposal on granting stock option and restricted stock to incentive objects respectively. On the same day, the independent directors of the company expressed their independent opinions on relevant matters. The grant date of restricted shares under this incentive plan is February 26, 2019, and the listing date of restricted shares granted is March 19, 2019; The grant date of stock options is February 26, 2019, and the registration completion date of granted stock options is March 15, 2019.
6. On August 28, 2019, the 14th meeting of the second board of directors and the 14th meeting of the second board of supervisors respectively deliberated and adopted the proposal on cancellation of some stock options 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.
7. On February 25, 2020, the 21st Meeting of the second board of directors and the 20th meeting of the second board of supervisors respectively deliberated and adopted the proposal on cancellation of some stock options in 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.
8. March 27, 2020, The 23rd Meeting of the second board of directors and the 23rd Meeting of the second board of supervisors respectively deliberated and adopted the proposal on cancellation of some stock options in 2019 stock option and restricted stock incentive plan, the proposal on adjusting the exercise price and quantity of stock options in 2019 stock option and restricted stock incentive plan, and Proposal on the exercise conditions of stock options in the first exercise period of stock options and restricted stock incentive plan in 2019 and the achievement of the lifting conditions of restricted stock in the first lifting period of restricted stock. On the same day, the independent directors of the company expressed their independent opinions on relevant matters.
The seventh meeting deliberated and adopted the proposal on adjusting the exercise price and quantity of stock options in 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.
10. On April 22, 2021, The 40th meeting of the second board of directors and the 37th meeting of the second board of supervisors of the company respectively deliberated and approved the proposal on cancellation of some stock options in 2019 stock option and restricted stock incentive plan, the proposal on exercise conditions of stock options in the second exercise period of 2019 stock option and restricted stock incentive plan and the achievement of lifting the conditions of restricted stock in the second release period. On the same day, the independent directors of the company expressed their independent opinions on relevant matters.
11. On July 7, 2021, the second meeting of the third board of directors and the second meeting of the third board of supervisors respectively deliberated and adopted the proposal on adjusting the exercise price of stock options in 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.
12. April 27, 2022, The 12th meeting of the 3rd board of directors and the 11th meeting of the 3rd board of supervisors respectively deliberated and adopted the proposal on cancellation of partial stock options of 2019 stock option and restricted stock incentive plan, proposal on repurchase and cancellation of partial restricted stock of 2019 stock option and restricted stock incentive plan, and Proposals on the exercise conditions of stock options in the third exercise period of stock options and restricted stock incentive plan in 2019 and the achievement of the lifting of restrictions in the third release period of restricted stocks, etc. 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, according to the authorization of the first extraordinary general meeting of shareholders of the company in 2019 to the board of directors, the board of directors of the company has the right to handle matters related to the exercise and lifting of sales restrictions in accordance with the relevant provisions of the incentive plan; The company has obtained the necessary approval and authorization at this stage for the exercise and lifting of restrictions on sales, which is in line with the relevant provisions of the management measures and other laws, regulations, normative documents and the incentive plan. This exercise and lifting of restrictions on sales still need to go through the relevant procedures of exercise and lifting of restrictions on sales in relevant departments.
2、 The exercise of rights and the lifting of restrictions on sales
(I) waiting period / restricted period
1. The third waiting period of stock options has expired
According to the provisions of the stock option plan, the proportion shall be from the third day after the completion of the relevant stock option trading within the first 48 months from the date of completion of the relevant stock option trading.
As mentioned above, the grant date of stock options in this incentive plan is February 26, 2019, and the registration completion date is March 15, 2019. The third waiting period of stock options has expired.
2. The third restricted sale period of restricted shares has expired
According to the relevant provisions of the incentive plan, the third release period of restricted shares is "from the first trading day after 36 months from the date of completion of the grant of restricted shares to the last trading day within 48 months from the date of completion of the grant of restricted shares", and the release proportion is 30%.
As mentioned above, the grant date of restricted shares in this incentive plan is February 26, 2019, and the listing date is March 19, 2019. The third restricted sale period of restricted shares has expired.
(II) conditions for exercise / release of restrictions
According to the provisions of the incentive plan, only when the following conditions are met at the same time can the stock options and restricted shares granted to the incentive objects of the company's incentive plan be exercised and the restriction on sales be lifted:
1. The company does not have any of the following situations:
(1) The financial and accounting report of the most recent fiscal year is an audit report with a negative opinion or unable to express an opinion issued by a certified public accountant;
(2) The internal control of the financial report of the most recent fiscal year is an audit report with a negative opinion or unable to express an opinion issued by a certified public accountant;
(3) Failure to distribute profits in accordance with laws and regulations, the articles of association and public commitments within the last 36 months after listing;
(4) Equity incentive is not allowed according to laws and regulations;
(5) Other circumstances recognized by the China Securities Regulatory Commission (hereinafter referred to as the "CSRC"). According to the relevant documents provided by the company and verified by our lawyers, the company does not have the above circumstances and meets the conditions for exercising rights and lifting sales restrictions.
2. The incentive object does not have any of the following situations:
(1) Shareholders or actual controllers who individually or jointly hold more than 5% of the company's shares and their spouses, parents and children;
(2) Being identified as an inappropriate candidate by the stock exchange within the last 12 months;
(3) In the last 12 months, it has been identified as an inappropriate candidate by the CSRC and its dispatched offices;
(4) Being administratively punished by the CSRC and its dispatched offices or taking market entry prohibition measures for major violations of laws and regulations in the last 12 months;
(5) Those who are not allowed to serve as directors or senior managers of the company as stipulated in the company law;
(6) Those who are not allowed to participate in the equity incentive of listed companies according to laws and regulations;
(7) Other circumstances recognized by the CSRC.
According to the relevant documents provided by the company and verified by the lawyers of the firm, the incentive objects for the exercise and lifting of the restriction do not have the above circumstances, and there are no other circumstances that may not become the incentive objects, which meet the conditions for the exercise and lifting of the restriction.
3. Company level assessment requirements
According to the relevant provisions of the incentive plan, the performance assessment objective of this exercise and lifting of restrictions on sales is: Based on the net profit in 2017, the net profit growth in 2021 will not be less than 30%. The above net profit refers to the audited shares belonging to the listed company excluding the impact of the cost of this and other incentive plans
