Beijing Anjie (Shanghai) law firm
about
Shang Gong Group Co.Ltd(600843) (Group) Co., Ltd
Cancellation of some stock options
And terminate the implementation of the 2019 stock option incentive plan
Legal opinion
April, 2002
About Shang Gong Group Co.Ltd(600843) (Group) Co., Ltd
Cancellation of some stock options
And terminate the implementation of the 2019 stock option incentive plan
Legal opinion
To: Shang Gong Group Co.Ltd(600843) (Group) Co., Ltd
Beijing Anjie (Shanghai) law firm (hereinafter referred to as “the firm”) accepts the entrustment of Shang Gong Group Co.Ltd(600843) (Group) Co., Ltd. (hereinafter referred to as “the company” or ” Shang Gong Group Co.Ltd(600843) “) to conduct the investigation of the company in accordance with the administrative measures for equity incentive of listed companies (hereinafter referred to as “the administrative measures”) and other relevant laws and regulations Normative documents and the 2019 stock option incentive plan of Shang Gong Group Co.Ltd(600843) (Group) Co., Ltd. (hereinafter referred to as the “incentive plan” or “this incentive plan”) cancel some stock options and terminate the implementation of the 2019 stock option incentive plan (hereinafter referred to as “this cancellation and termination”).
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) the firm has obtained Shang Gong Group Co.Ltd(600843) the following guarantee: Shang Gong Group Co.Ltd(600843) provided the lawyers of the firm with all 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 cancellation and termination of the company, but does not express opinions on the professional matters such as accounting and auditing involved in the cancellation and termination of the company. 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 cancellation and termination, and shall not be used for any other purpose.
Our lawyer agrees to take this legal opinion as the necessary legal document for the cancellation and termination of Shang Gong Group Co.Ltd(600843) this time, 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、 This cancellation and termination of the obtained approval and authorization
After verification by our lawyers, as of the date of issuance of this legal opinion, the approvals and authorizations obtained for cancellation and termination are as follows:
1. On February 28, 2019, the 10th meeting of the 8th board of directors of the company deliberated and approved the proposal on the company’s 2019 stock option incentive plan (Draft) and its summary, the proposal on the company’s measures for the implementation and assessment of the 2019 stock option incentive plan, and the proposal on submitting the general meeting of shareholders of the company to authorize the board of directors to handle matters related to the 2019 stock option incentive plan. On the same day, the independent directors of the company expressed their independent opinions on agreeing to implement the incentive plan.
2. On February 28, 2019, the 8th meeting of the 8th board of supervisors of the company deliberated and approved the proposal on the company’s 2019 stock option incentive plan (Draft) and its summary, the proposal on the measures for the implementation and assessment of the company’s 2019 stock option incentive plan, and the proposal on the review of the list of incentive objects first granted by the company’s 2019 stock option incentive plan.
3. On March 18, 2019, the first extraordinary general meeting of the company in 2019 deliberated and approved the proposal on the company’s 2019 stock option incentive plan (Draft) and its summary, the proposal on the company’s measures for the implementation and assessment of the 2019 stock option incentive plan, and the proposal on submitting the general meeting of the company to authorize the board of directors to handle matters related to the 2019 stock option incentive plan.
4. On April 28, 2022, the 10th meeting of the 9th board of directors and the 9th meeting of the 9th board of supervisors respectively deliberated and adopted the proposal on canceling the remaining options of the company’s stock option 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 and termination 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 termination of the incentive plan needs to be submitted to the general meeting of shareholders of the company for deliberation and approval.
2、 Relevant conditions of this cancellation and termination
(I) reasons for cancellation and termination
1. The performance assessment at the company level is not up to standard
According to the provisions of “III. effective conditions of stock options” (I) effective conditions at the company level) “in” Chapter VII conditions for granting and effective conditions of stock options “of the incentive plan, In the third exercise period of stock options granted for the first time in this incentive plan, the performance assessment objectives to be met at the company level are: the growth rate of the audited net profit attributable to the shareholders of the parent company in the previous full financial year is no less than 60% compared with the average audited net profit attributable to the shareholders of the parent company in the three years from 2016 to 2018.
The performance assessment objectives to be met at the company level in the second exercise period of stock options reserved for grant are: the growth rate of the audited net profit attributable to the shareholders of the parent company in the previous full financial year is no less than 40% compared with the average audited net profit attributable to the shareholders of the parent company in the three years from 2016 to 2018. If one or more effective conditions are not reached in any lifetime year, this part of the stock option shall be invalidated and cancelled by the company.
According to the relevant documents provided by the company, the average audited net profit attributable to the shareholders of the parent company from 2016 to 2018 was 16084887244 yuan, and the net profit attributable to the shareholders of the parent company in 2021 was 6110545431 yuan. Therefore, the performance assessment at the company level in the third exercise period of stock options granted for the first time and the second exercise period of stock options reserved for grant in this incentive plan did not meet the standards, The company will cancel this part of stock options.
2. Terminate the incentive plan in advance
According to the relevant documents provided by the company, in view of the impact of covid-19 epidemic, macro environment, enterprise operation and other comprehensive factors, the company plans to terminate and cancel some unexpired remaining stock options reserved in this incentive plan in advance.
(II) quantity cancelled this time
According to the relevant documents provided by the company, due to the failure of the company level performance assessment, the company will cancel 3038580 stock options corresponding to the third exercise period of 250 incentive objects granted for the first time and 190784 stock options corresponding to the second exercise period of 48 incentive objects reserved for grant in this incentive plan; Due to the early termination of this incentive plan, the company will cancel the remaining 190784 stock options reserved for this incentive plan.
(III) impact of this cancellation and termination
According to the relevant documents provided by the company, this cancellation and termination will not have a significant impact on the company’s financial status and operating results. The company’s management team will continue to earnestly perform their duties, be diligent and diligent, and strive to create value for shareholders without damaging the interests of the company and all shareholders.
Therefore, our lawyers believe that the reason and quantity of this cancellation, the reason for this termination and the number of cancellation are in line with the relevant provisions of the management measures and other laws, regulations, normative documents and the incentive plan; The cancellation and termination of this cancellation will not have a significant impact on the company’s financial status and operating results. The company’s management team will continue to earnestly perform their duties, be diligent and diligent, and strive to create value for shareholders, without damaging the interests of the company and all shareholders. 3、 Concluding observations
In conclusion, our lawyers believe that as of the date of issuance of this legal opinion, the cancellation and termination has obtained the necessary approval and authorization at this stage and performed the corresponding procedures; The reason and quantity of this cancellation, the reason for this termination and the number of cancellations comply with the relevant provisions of the management measures and other laws, regulations, normative documents and the incentive plan; The cancellation and termination of this cancellation will not have a significant impact on the company’s financial status and operating results. The company’s management team will continue to earnestly perform their duties, be diligent and diligent, and strive to create value for shareholders, without damaging the interests of the company and all shareholders. The termination of the implementation of the incentive plan needs 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 Shang Gong Group Co.Ltd(600843) (Group) Co., Ltd. canceling some stock options and terminating the implementation of 2019 stock option incentive plan)
This legal opinion is issued on April 28, 2022 in duplicate without duplicate.
Beijing Anjie (Shanghai) law firm (seal)
Person in charge: Handling lawyer:
Cai hang, Xu Tao
Zheng Hao
