34 / F, office building 3, Huamao center, No. 77 Jianguo Road, Chaoyang District, Beijing 100025, China
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Beijing Jingtian Gongcheng law firm
About Maiquer Group Co.Ltd(002719)
Of employee stock ownership plan in 2022
Legal opinion
To: Maiquer Group Co.Ltd(002719)
Beijing Jingtian Gongcheng law firm (hereinafter referred to as “the firm”) accepts the entrustment of Maiquer Group Co.Ltd(002719) (hereinafter referred to as “the company”), and 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”) The guidance on the pilot implementation of employee stock ownership plan by listed companies (announcement [2014] No. 33 of China Securities Regulatory Commission, hereinafter referred to as the “guidance”) issued by the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”) Shenzhen Stock Exchange (hereinafter referred to as “Shenzhen Stock Exchange”) issued relevant laws, regulations and normative documents such as self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board (SZS [2022] No. 13, hereinafter referred to as “self regulatory guidelines”) and relevant provisions of the current effective Maiquer Group Co.Ltd(002719) articles of Association (hereinafter referred to as “articles of association”), This legal opinion is issued on matters related to the company’s implementation of the employee stock ownership plan in 2022 (hereinafter referred to as the “Employee Stock Ownership Plan”).
For the purpose of issuing this legal opinion, our lawyers conducted legal review on the documents provided by the company and considered necessary for issuing this legal opinion, and inquired or discussed with relevant managers on the implementation of this ESOP.
The lawyers of the firm shall give legal opinions in accordance with the laws, regulations and normative documents in force in China up to the date of issuance of this legal opinion, as well as their understanding of the relevant facts involved in the company’s employee stock ownership plan. In order to issue this legal opinion, our lawyer hereby makes the following statement:
1. This legal opinion is based on the relevant facts that have occurred or existed before the date of issuance of this legal opinion and the current laws, regulations and normative documents in China, and is based on our understanding of the relevant facts and the relevant laws, regulations and normative documents. For the facts that are crucial to the issuance of this legal opinion and cannot be supported by independent evidence, we rely on relevant government departments Supporting documents and oral confirmation issued by the company or other relevant units;
2. The firm and the handling lawyer declare that as of the date of issuance of this legal opinion, neither the firm nor the handling lawyer holds shares in the company, and there is no other relationship with the company that may affect the fair performance of duties; 3. Our lawyers have strictly performed their statutory duties, followed the principles of diligence and good faith, and fully verified and verified the behavior of the company’s employee stock ownership plan, so as to ensure that there are no false records, misleading statements or major omissions in this legal opinion;
4. During the investigation for issuing this legal opinion, the company declares to the exchange that it has provided the true, accurate, complete and effective documents, materials or oral statements and explanations that the exchange considers necessary for issuing this legal opinion, and there are no concealment, falsehood and major omissions; The copy materials or copies provided by them are consistent and consistent with their original materials or originals; The signatures and seals on the documents and materials provided are true, and the legal procedures required for such signatures and seals have been performed and legally authorized; All oral statements and explanations are consistent with the facts that have occurred;
5. The exchange only gives opinions on the legal issues related to the employee stock ownership plan, but does not give opinions on the rationality of the value of the company’s shares to be held in the employee stock ownership plan, assessment standards and other issues, as well as accounting, finance and other non legal professional matters. When relevant financial data, reports or conclusions are quoted (if any) in this legal opinion, it shall not be deemed that the exchange makes any express or implied guarantee for the authenticity, accuracy and completeness of such data, reports or conclusions; For such data, reports or conclusions, the firm and its lawyers do not have the appropriate qualification to verify and evaluate;
6. This legal opinion is only used by the company for the purpose of this ESOP and shall not be used for any other purpose;
7. The exchange agrees to take this legal opinion as a necessary legal document for the company’s employee stock ownership plan, and bear corresponding legal liabilities for this legal opinion according to law.
Based on the above, in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, the office has verified and verified the relevant facts involved in the company’s employee stock ownership plan, and issued this legal opinion as follows: I. The company’s subject qualification for implementing the employee stock ownership plan
(I) the company is a joint stock limited company established according to law and has issued shares to the public
1. The company is a joint-stock company established by Xinjiang maixier Dairy Co., Ltd. based on the overall change of the audited book net asset value into shares on September 30, 2009. With regard to the overall change of Xinjiang maixier Dairy Co., Ltd. into a joint-stock company, the company has obtained the business license (Registration No.: 652 Dingli Corp.Ltd(300050) 01933) issued by the Administration for Industry and Commerce of Changji Hui Autonomous Prefecture on December 30, 2009.
2. Approved by the reply on approving Maiquer Group Co.Ltd(002719) initial public offering of shares (zjxk [2014] No. 46) issued by the CSRC on January 23, 2014, the company publicly issued 22.9 million A-Shares and was listed on the Shenzhen Stock Exchange on January 23, 2014. The stock is referred to as “maixier” for short and the stock code is Maiquer Group Co.Ltd(002719) .
3. According to the current valid business license of the company, as of the date of issuance of this legal opinion, the basic information of the company is as follows:
Company name Maiquer Group Co.Ltd(002719)
Unified social credit code 91652 Shinry Technologies Co.Ltd(300745) 2118491
Legal representative: Li Yong
The registered capital is 17413945700 yuan
Address: maixier Avenue, Changji City, Changji Prefecture, Xinjiang
Company type other joint stock limited company (listed)
Production and sales of dairy products [liquid milk (sterilized milk, sour milk)], beverages (protein drinks), frozen drinks (ice cream, ice cream, popsicle), mineral water and quick-frozen rice noodles.
Distribution of agricultural and sideline products (except grain and cotton); Livestock and poultry breeding and agricultural planting. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
Date of establishment: December 30, 2002
Business term: December 30, 2002 to December 29, 2052
(II) the company is a legally existing joint stock limited company
According to the company’s current valid business license, resolutions of previous general meetings of shareholders and the current valid articles of association, as of the date of issuance of this legal opinion, the company has no circumstances that should be terminated as stipulated by laws, regulations and the articles of association.
In conclusion, our lawyers believe that the company is a joint stock limited company established in accordance with the laws of China, which is legally established and exists, and its shares have been listed and traded on the Shenzhen Stock Exchange; It does not need to be terminated or dissolved according to laws, regulations or the articles of association, and has the subject qualification of implementing the employee stock ownership plan according to law as stipulated in the guiding opinions. 2、 Legality and compliance of this ESOP
According to the proposal on Maiquer Group Co.Ltd(002719) 2022 employee stock ownership plan (Draft) and summary (hereinafter referred to as “Employee Stock Ownership Plan (Draft)”) and the proposal on Maiquer Group Co.Ltd(002719) 2022 employee stock ownership plan management measures (hereinafter referred to as “Employee Stock Ownership Plan Management measures”) deliberated and adopted at the fifth meeting of the Fourth Board of directors held on May 4, 2022 According to the proposal of Maiquer Group Co.Ltd(002719) on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the employee stock ownership plan in 2022 and other proposals related to the employee stock ownership plan, our lawyers have checked the matters related to the employee stock ownership plan item by item in accordance with the relevant provisions of the guiding opinions and the guidelines for self regulatory supervision, as follows:
(I) this ESOP complies with the requirements of the guiding opinions on the basic principles of ESOP
1. According to the company’s instructions and the relevant announcements of the company consulted by our lawyers, as of the date of issuance of this legal opinion, the company has implemented the procedures in accordance with the provisions of laws and administrative regulations, and has truly, accurately, completely and timely disclosed the information. There is no securities fraud such as insider trading and manipulation of the securities market by others using this ESOP, Comply with the relevant requirements of item (I) of part I of the guiding opinions on the principle of compliance according to law.
2. According to the employee stock ownership plan (Draft) and the company’s instructions, this employee stock ownership plan follows the principle of independent decision of the company and voluntary participation of employees. There is no situation that the company forces employees to participate in this employee stock ownership plan by means of apportionment and forced distribution, which meets the requirements of item (II) of part I of the guiding opinions on the principle of voluntary participation.
3. According to the employee stock ownership plan (Draft) and the company’s instructions, the employees participating in the employee stock ownership plan will be responsible for their own profits and losses, bear their own risks, have equal rights and interests with other investors, and meet the requirements of the principle of risk bearing in Item (III) of part I of the guiding opinions.
(II) the employee stock ownership plan meets the requirements of the guiding opinions on the contents of the employee stock ownership plan
1. According to the employee stock ownership plan (Draft) and the company’s instructions, the participants of this employee stock ownership plan are the company’s directors (excluding independent directors), supervisors, senior managers and core personnel who play an important role and influence on the overall performance and medium and long-term development of the company and its subsidiaries, Comply with item (IV) of Part II of the guiding opinions and item (III) of article 6.6.7 of the self regulatory guidelines on the participants of the employee stock ownership plan.
2. According to the employee stock ownership plan (Draft) and the company’s instructions, the capital sources of the participants are the legal salary of employees, self raised funds and other funds obtained by other means permitted by laws and regulations. The company shall not provide advance, guarantee, loan and other financial assistance to the holders, Comply with the provisions of paragraph 1, item (V) of Part II of the guiding opinions and item (IV) of article 6.6.7 of the self regulatory guidelines on the source of funds of the employee stock ownership plan.
3. According to the employee stock ownership plan (Draft) and the company’s description, the stock source of the employee stock ownership plan is the company’s A-share common stock repurchased by the company’s special securities account, which is in line with the provisions on the stock source of the employee stock ownership plan in paragraph 2 (V) of Part II of the guiding opinions and item (V) of article 6.6.7 of the self regulatory guidelines.
4. According to the employee stock ownership plan (Draft) and the company’s instructions, the duration of the employee stock ownership plan is 60 months, calculated from the date when the general meeting of shareholders deliberates and approves the employee stock ownership plan. The subject shares obtained by the employee stock ownership plan through non trading transfer and other means permitted by laws and regulations can be unlocked by stages 12 months after the company announces the last transfer of the subject shares to the name of the employee stock ownership plan, with a maximum locking period of 48 months. The first batch of unlocking time point is 12 months after the company announces the last transfer of the subject shares to the name of the employee stock ownership plan, The total number of shares unlocked this time is 15%; The time point of the second batch of unlocking is 24 months from the date when the company announces the transfer of the last subject stock to the name of this employee stock ownership plan, and the number of unlocked shares is 20% of the total number of this employee stock ownership plan; The time point of the third batch of unlocking is 36 months from the date when the company announces the transfer of the last subject stock to the name of this employee stock ownership plan, and the number of unlocked shares is 30% of the total number of this employee stock ownership plan; The time point of the fourth batch of unlocking is 48 months from the date when the company announces the transfer of the last subject stock to the name of this employee stock ownership plan, and the number of unlocked shares is 35% of the total number of this employee stock ownership plan. The employee stock ownership plan will terminate automatically after the expiration of its duration. Based on the foregoing, our lawyers believe that this ESOP complies with the provisions of paragraph 1 of item (VI) of Part II of the guiding opinions and item (VI) of article 6.6.7 of the self regulatory guidelines on the shareholding period of the ESOP.
5. According to the employee stock ownership plan (Draft) and the company’s instructions, after the implementation of this employee stock ownership plan, the total number of shares held by all effective employee stock ownership plans of the company shall not exceed 10% of the total share capital of the company, and the number of subject shares corresponding to the share of employee stock ownership plan held by any holder shall not exceed 1% of the total share capital of the company. The total number of underlying shares held by the employee stock ownership plan does not include the shares obtained by employees before the listing of the company’s initial public offering and through major asset restructuring, the shares purchased by themselves through the secondary market and the shares obtained through equity incentive. Based on the foregoing, our lawyers believe that the ESOP complies with the provisions on the scale of the ESOP in paragraph 2 of item (VI) of Part II of the guiding opinions and item (II) of article 6.6.7 of the self regulatory guidelines.
6. According to the employee stock ownership plan (Draft) and the company’s instructions, this employee stock ownership plan is managed by the company itself; The internal top management authority of this ESOP is the shareholders’ meeting; A management committee is set up at the shareholders’ meeting, and the management committee is authorized as the management organization of the employee stock ownership plan to supervise the daily management of the employee stock ownership plan and exercise other shareholders’ rights other than voting rights on behalf of the holders. The board of directors of the company is responsible for drafting and revising the employee stock ownership plan
