Beijing Dacheng Law Firm
About Beijing Sanyuan Foods Co.Ltd(600429)
Of restricted stock incentive plan (Draft)
Legal opinion
Beijing Dacheng Law Firm
www.dentons. cn.
16-21 / F, block B, Zhaotai International Center, 10 Chaoyangmen South Street, Chaoyang District, Beijing (100020)
16-21F, Tower B, ZT International Center, No.10, Chaoyangmen Nandajie
Chaoyang District, 100020, Beijing, China
Tel: +86 10-58137799 Fax: +86 10-58137788
Beijing Dacheng Law Firm
About Beijing Sanyuan Foods Co.Ltd(600429)
Of restricted stock incentive plan (Draft)
Legal opinion
Beijing Sanyuan Foods Co.Ltd(600429) ：
Beijing Dacheng Law Firm (hereinafter referred to as “the firm”) accepts the entrustment of Beijing Sanyuan Foods Co.Ltd(600429) (hereinafter referred to as ” Beijing Sanyuan Foods Co.Ltd(600429) ” or “the company”) 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”) China Securities Regulatory Commission (hereinafter referred to as “CSRC”), measures for the administration of equity incentive of listed companies (hereinafter referred to as “administrative measures”), Trial Measures for the implementation of equity incentive by state-controlled listed companies (within China) (hereinafter referred to as “Document No. 175”) Notice on issues related to regulating the implementation of equity incentive system by state-owned holding listed companies (gzfff [2008] No. 171, hereinafter referred to as “document 171”), listing rules of Shanghai Stock Exchange (hereinafter referred to as “Listing Rules”), guidelines for the implementation of equity incentive by central enterprise holding listed companies (gzkp [2020] No. 178) The state owned assets supervision and Administration Commission of Beijing Municipal People’s Government (hereinafter referred to as “Beijing SASAC”) and other relevant laws, including the notice on printing and distributing the guiding opinions on the standardized implementation of equity and dividend incentives by municipal managed enterprises (Jingguo Zifa [2021] No. 20) This legal opinion is issued in accordance with the provisions of laws and regulations, normative documents and the articles of Association (hereinafter referred to as the “articles of association”) for the relevant legal matters involved in the implementation of the restricted stock incentive plan (hereinafter referred to as “the incentive plan” or “the plan”) of the company.
In order to issue this legal opinion, our lawyer hereby makes the following statement:
1. The lawyers of the firm shall express their legal opinions in accordance with the relevant facts that have occurred or exist before the date of issuance of this legal opinion, the laws and regulations of the people’s Republic of China and the relevant provisions of the CSRC.
2. The lawyers of the firm promise that they have strictly performed their statutory duties, followed the principles of diligence and good faith, and fully verified the relevant documents of the company’s incentive plan to ensure that there are no false records, misleading statements and major omissions in this legal opinion.
3. The company promises to our lawyers that it has fully provided our lawyers with the original, true and complete written materials, copies, copies or oral testimony necessary to issue this legal opinion, and that the copies of all documents provided to our lawyers are consistent with the original, and the signatures and seals on all documents are true, And it is known that all facts and documents sufficient to affect this legal opinion have been disclosed to our lawyers without any concealment or omission.
4. Our lawyers only express opinions on legal issues related to the company’s incentive plan, but do not express opinions on the rationality of the underlying stock value, assessment standards, accounting, finance and other non legal professional matters involved in the company’s incentive plan. When quoting relevant financial data or conclusions in this legal opinion, our lawyers have fulfilled the necessary duty of care, but such quoting shall not be deemed to make any express or implied guarantee for the authenticity and accuracy of such data and conclusions. For the fact that it is very important to issue this legal opinion and cannot be supported by independent evidence, our lawyers rely on the instructions or supporting documents issued by relevant government departments, companies or other relevant units and individuals to issue legal opinions.
5. This legal opinion is only used by the company for the purpose of implementing the relevant matters of the incentive plan, and shall not be used for any other purpose without the written consent of the lawyer of the exchange.
In accordance with the relevant laws and regulations of China and the relevant provisions of the CSRC, and in accordance with the recognized business standards, ethics and diligence spirit of the lawyer industry, the lawyers of the firm hereby issue the legal opinion as follows: I. The main qualification of the company for implementing equity incentive
1. According to the public information inquiry, Beijing Sanyuan Foods Co.Ltd(600429) was established on March 13, 1997. The registration authority is the market supervision and Administration Bureau of Beijing Economic and Technological Development Zone, with a registered capital of 1497557426 yuan, a unified social credit code of 911100006000062547m, a legal representative of Yu Yongjie, and a registered address of No. 8, Yingchang street, Yinghai, Daxing District, Beijing, The type is a joint stock limited company (Sino foreign joint venture, listed), and the business scope is processing dairy products, beverages, food, raw materials, health food, cold food and cold drink; Production of dairy machinery and food machinery; Production of bioengineering products (excluding genetic products); Restaurant; Refrigerated transportation of self-produced products; Selling food; Road cargo transportation (excluding dangerous goods); Develop bioengineering technology products (excluding genetic products); Information consultation; Rental of self owned houses; estate management; Install, repair and lease owned / surplus dairy machinery and equipment (non financial lease); Selling self-produced products; Import and export of goods; Organize cultural and artistic exchange activities; Conference services; Educational consultation; Exhibition ticket agent. (market entities independently choose business projects and carry out business activities according to law; process dairy products, beverages, food, raw materials, health food, cold food and cold drink; produce dairy machinery and food machinery; produce bioengineering technology products (excluding genetic products); Restaurant; Refrigerated transportation of self-produced products; Selling food; Road cargo transportation (excluding dangerous goods) and projects subject to approval according to law shall carry out business activities according to the approved contents after being approved by relevant departments; It is not allowed to engage in the business activities of projects prohibited and restricted by the industrial policies of the state and this Municipality.)
The company’s shares were listed on Shanghai Stock Exchange on September 15, 2003. At present, the stock abbreviation is Beijing Sanyuan Foods Co.Ltd(600429) and the stock code is 600429.
2. After verification by the lawyers of the firm, as of the date of issuance of this legal opinion, the company was established according to law and existed effectively.
3. According to the audit report (ztsz (2021) No. 110a012113) issued by Zhitong Certified Public Accountants (special general partnership), the announcement documents related to the company’s profit distribution in recent three years, the company’s written instructions, etc., and verified by the lawyers of the firm, the company does not have the following circumstances that the company shall not implement the equity incentive plan as stipulated in Article 7 of the management law:
(1) An audit report with a negative opinion or unable to express an opinion on the financial and accounting report of the latest fiscal year 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 CSRC.
4. According to the company’s annual report, audit report, internal control evaluation report, members of the board of directors and instructions issued by the company, and through the inquiry of public information by our lawyers, the company has met the following conditions for the implementation of the incentive plan specified in Article 5 of Document No. 175:
(1) The corporate governance structure is standardized, the general meeting of shareholders, the board of directors and the management are well organized, and their responsibilities are clear. External directors (including independent directors, the same below) account for more than half of the members of the board of directors;
(2) The Remuneration Committee is composed of external directors, with sound remuneration committee system, perfect rules of procedure and standardized operation;
(3) Sound internal control system and performance appraisal system, standardized basic management system, and established labor employment, salary and welfare system and performance appraisal system in line with the requirements of market economy and modern enterprise system;
(4) The development strategy is clear, the asset quality and financial status are good, the business performance is stable, and there are no financial violations and bad records in the past three years;
(5) Other conditions stipulated by the securities regulatory authority.
In conclusion, the exchange believes that Beijing Sanyuan Foods Co.Ltd(600429) is a joint stock limited company established and effectively existing according to law. As of the date of issuance of this legal opinion, Beijing Sanyuan Foods Co.Ltd(600429) does not have the situation that equity incentive plan is not allowed as stipulated in Article 7 of the administrative measures, and has met the conditions for implementing equity incentive as stipulated in Article 5 of Document No. 175, and is qualified to implement this incentive plan.
2、 Main contents of the incentive plan
On January 14, 2022, the 31st meeting of the seventh board of directors of the company deliberated and adopted the proposal on the company’s restricted stock incentive plan (Draft) in 2022 and its summary (hereinafter referred to as “incentive plan (Draft)”), the main contents of which are as follows:
(I) determination of incentive objects
1. Legal basis for determining incentive objects
The incentive objects of the plan are determined in accordance with the company law, securities law, administrative measures, Document No. 175 and other relevant laws, regulations, normative documents and the articles of association, and in combination with the actual situation of the company.
2. Job basis for determining incentive objects
The incentive objects of the plan are the company’s directors, senior managers, core managers and core backbone employees when the plan is implemented. The incentive objects of the plan do not include municipal management cadres, external directors (including independent directors) and supervisors.
3. Scope of incentive objects
The incentive objects granted by the plan for the first time shall not exceed 189, including directors, senior managers, core managers and core backbone employees. All incentive objects must have an employment relationship with the company or its holding subsidiaries, or hold positions in the company or its holding subsidiaries and sign labor contracts.
All incentive objects participating in the plan shall not participate in the equity incentive plan of any other listed company at the same time. Those who have participated in the incentive plan of any other listed company shall not participate in the plan.
The personnel whose party construction assessment and evaluation result is “unqualified” shall not be included in the selection scope of incentive objects.
The incentive objects reserved for grant shall be determined within 12 months after the incentive plan is considered and approved by the general meeting of shareholders. After the proposal of the board of directors, the explicit opinions of the independent directors and the board of supervisors, the professional opinions of lawyers and the legal opinions are issued, the company shall timely and accurately disclose the relevant information of the incentive objects on the designated website as required. If the incentive object is not specified for more than 12 months, the reserved rights and interests shall become invalid. The criteria for determining the reserved incentive object shall be determined with reference to the criteria for the first award.
4. Verification of incentive objects
(1) After the plan is reviewed and approved by the board of directors, the company will publicize the list of incentive objects internally for a period of no less than 10 days.
(2) The company shall conduct a self-examination on the trading of the company’s shares and their derivatives by insiders within 6 months before the announcement of the draft plan to explain whether there is insider trading. Those who buy and sell the company’s shares after knowing the inside information shall not become incentive objects, except for the circumstances that do not belong to insider trading as stipulated by laws, administrative regulations and relevant judicial interpretations. If insider trading occurs due to the disclosure of insider information, it shall not become an incentive object. (3) The board of supervisors shall review the list of incentive objects, fully listen to the publicity opinions, and disclose the explanation of the board of supervisors on the review and publicity of the list of incentive objects 5 days before the shareholders’ meeting deliberates the plan. The list of incentive objects adjusted by the board of directors of the company shall also be verified by the board of supervisors of the company.
The exchange believes that the determination of incentive objects of the incentive plan complies with the provisions of management measures, Document No. 175 and other relevant laws, regulations and normative documents.
(II) number, source and distribution of underlying shares involved in the incentive plan
1. Source of underlying stock
The plan adopts restricted stock as the incentive tool, and the source of the underlying stock is Beijing Sanyuan Foods Co.Ltd(600429) A-share common stock issued by the company to the incentive object.
2. Number of underlying shares
The number of restricted shares granted by the company this time is 22.46 million, accounting for about 1.5% of the total share capital of the company at the time of announcement of the plan. Among them, 20.58 million shares were granted for the first time, accounting for about 1.37% of the company’s existing total share capital of 1497557426 shares; 1.88 million shares are reserved, accounting for 0.13% of the company’s current total share capital of 1497557426 shares, and the reserved part accounts for about 8.37% of the total equity granted this time.
The number of restricted shares granted to any incentive object in the plan shall not exceed 1% of the total share capital of the company at the time of announcement of the plan. The total amount of the subject shares of the company involved in the restricted shares granted under the plan and other effective equity incentive plans of the company shall not exceed 10% of the total share capital of the company.
3. Distribution of restricted shares granted to incentive objects
The distribution of restricted shares granted by the incentive plan among incentive objects is shown in the table below:
The proportion of job incentive quota in the proportion of restricted shares granted to the total number of shares (10000 shares) at present
1 Yu Yongjie, party secretary and chairman 80 3.56% 0.05%
2 Tang Hong, general manager 80 3.56% 0.05%
3 Chen Lijun, director, chief scientist and deputy general manager 80 3.56% 0.05%
manager
4 Tang Yanping, deputy secretary of the Party committee and Secretary of the Discipline Inspection Commission, 40 1.78%
