Beijing Deheng (Jinan) law firm
About Befar Group Co.Ltd(601678)
Of the first employee stock ownership plan
Legal opinion
Address: floor 8, building 5, Yulan Plaza, No. 8, Longao North Road, Lixia District, Jinan, Shandong
Tel: 0531-8166 3606 Fax: 0531-8166 3607 zip code: 250102
catalogue
interpretation...... 3 I. The company's subject qualification for implementing the employee stock ownership plan 5 II. Legality and compliance of the ESOP 6 III. legal procedures involved in the employee stock ownership plan IV. information disclosure of the employee stock ownership plan 12 v. concluding comments thirteen
interpretation
In this legal opinion, unless the context otherwise requires, the following words have the following meanings:
Beijing Deheng (Jinan) law firm
Befar Group Co.Ltd(601678) / your company / company refers to Befar Group Co.Ltd(601678)
This employee stock ownership plan refers to Befar Group Co.Ltd(601678) the first employee stock ownership plan
Employee stock ownership plan (Draft) refers to the first phase of Befar Group Co.Ltd(601678) employee stock ownership plan (Draft)
Holder's meeting refers to the Befar Group Co.Ltd(601678) first phase ESOP holder's meeting
Management Committee refers to the Management Committee of Befar Group Co.Ltd(601678) initial employee stock ownership plan
Company law means the company law of the people's Republic of China
Securities Law refers to the securities law of the people's Republic of China
The guiding opinions refer to the guiding opinions on the pilot implementation of ESOP by listed companies
The work guidelines refer to the work guidelines for information disclosure of employee stock ownership plans of listed companies of Shanghai Stock Exchange
Articles of association means the Befar Group Co.Ltd(601678) articles of association
Yuan means RMB yuan
Beijing Deheng (Jinan) law firm
About Befar Group Co.Ltd(601678)
Of the first employee stock ownership plan
Legal opinion
Deheng 11f20220011 to: Befar Group Co.Ltd(601678)
We accept the entrustment of your company as the special legal adviser of your company's employee stock ownership plan, in accordance with the company law, securities law, guiding opinions, work guidelines and other relevant laws, regulations, administrative regulations and relevant normative documents, in accordance with the business standards recognized by the lawyer industry This legal opinion is issued in the spirit of ethics and diligence.
In order to issue this legal opinion, Befar Group Co.Ltd(601678) hereby guarantees to the handling lawyer of this office that he has provided the true, complete, accurate and effective original written materials, copy materials or oral testimony necessary for issuing this legal opinion without any falsehood, omission or concealment; The signatures and seals on the documents submitted to the exchange are true, and all copies and copies are consistent with the original.
The handling lawyer of the firm hereby makes the following statement:
1. In accordance with the provisions of the securities law, the measures for the administration of securities legal business by law firms, the rules for the practice of securities legal business by law firms (for Trial Implementation) and other provisions, as well as the facts that have occurred or exist before the date of issuance of this legal opinion, the firm and its handling lawyers have strictly performed their statutory duties and followed the principles of diligence and good faith, Sufficient verification and verification have been carried out to ensure that the facts identified in this legal opinion are true, accurate and complete, the concluding opinions issued are legal and accurate, and there are no false records, misleading statements or major omissions, and bear corresponding legal liabilities.
2. The handling lawyer of the exchange agrees to publicly disclose this legal opinion as a necessary legal document of the employee stock ownership plan, and bear corresponding legal liabilities for the published legal opinion.
3. For the facts that are of great importance and cannot be supported by independent evidence, the handling lawyer of our office relies on the supporting documents issued by relevant government departments, Befar Group Co.Ltd(601678) or other relevant institutions to issue legal opinions.
4. The handling lawyer of the exchange only gives opinions on legal issues related to the employee stock ownership plan, and does not give opinions on other professional matters.
5. This legal opinion is only for the purpose of the employee stock ownership plan and shall not be used for any other purpose. The handling lawyers of the firm have verified and verified the relevant documents and facts provided by Befar Group Co.Ltd(601678) in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, and now issue legal opinions as follows: I. The company's subject qualification for implementing the employee stock ownership plan
After verification by the lawyers in charge of the office, Befar Group Co.Ltd(601678) is a joint stock limited company legally established in accordance with Chinese law and its shares are listed and traded on the Shanghai stock exchange according to law. The stock is abbreviated as " Befar Group Co.Ltd(601678) " and the stock code is "601678".
According to the current valid business license of Befar Group Co.Ltd(601678) and the inquiry of the handling lawyer of this office in the national enterprise credit information publicity system, as of the date of issuance of this legal opinion, the basic information of Befar Group Co.Ltd(601678) is as follows:
Name Befar Group Co.Ltd(601678)
Unified social credit code 91370000166926751k
Type Co., Ltd
Address: No. 888, Huanghe fifth road, Bincheng District, Binzhou City, Shandong Province
Address of the latest annual report: No. 869, Huanghe fifth road, Binzhou City, Shandong Province
Legal representative: Ren Yuanbin
The registered capital is 17276372360 yuan
Date of establishment: May 21, 1998
Business term: August 26, 2054
Registration authority: Binzhou market supervision and Administration Bureau
Registered status: enterprises in operation (operation)
Propylene oxide, dichloropropane solvent, sodium hydroxide (liquid and solid), food additive sodium hydroxide (liquid and solid), Dichloroisopropyl ether, chloropropene, CIS Dichloropropene, trans Dichloropropene business scope propylene, DD mixture, low boiling solvent, high boiling solvent, tetrachloroethylene, hydrofluoric acid, epichlorohydrin Production and sales of hydrochloric acid, sodium hypochlorite solution, hydrogen, chlorine, liquid chlorine, nitrogen, oxygen and sulfuric acid; Demulsifier series, emulsifier series (including pesticide emulsifier series, printing and dyeing textile additives, mud additives, etc.), corrosion inhibitor series, polyether, lithium hexafluorophosphate, glycerol and other chemical products
Production and sales of hazardous chemicals (excluding monitored chemicals and precursor chemicals); Production and sales of plastic woven bags; Mechanical equipment installation and manufacturing; Import of raw and auxiliary materials, mechanical equipment, instruments, meters and spare parts required by the enterprise for production and scientific research; Export of products produced by the enterprise.
(for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
In conclusion, the handling lawyer of the firm believes that Befar Group Co.Ltd(601678) is a joint stock limited company established and effectively existing according to law. As of the date of issuance of this legal opinion, Befar Group Co.Ltd(601678) does not need to be terminated in accordance with relevant laws and regulations or the articles of association, Befar Group Co.Ltd(601678) is qualified to implement the employee stock ownership plan.
2、 Legality and compliance of the ESOP
(I) basic contents of the employee stock ownership plan
On December 29, 2021, the third meeting of the Fifth Board of directors of the company deliberated and adopted the employee stock ownership plan (Draft) and its summary. According to the employee stock ownership plan (Draft), the basic contents of the employee stock ownership plan are as follows:
1. Participants of the ESOP
The participants of the ESOP are directors (excluding independent directors), supervisors, senior managers and middle managers of the company. All participants are required to work in the company and sign labor contracts or employment contracts with the company.
2. List of holders and share distribution of the employee stock ownership plan
The employee stock ownership plan takes "shares" as the subscription unit, each share is 1 yuan, and the upper limit of the number of shares of the employee stock ownership plan is 118.199859 million. The specific shares held by the holders of the employee stock ownership plan are determined according to the actual contributions of employees.
The total number of directors (excluding independent directors), supervisors, senior managers and middle managers of the company participating in the employee stock ownership plan shall not exceed 267 (excluding participants receiving reserved shares), including 12 directors, supervisors and senior managers participating in the employee stock ownership plan. These personnel do not form a person acting in concert with the employee stock ownership plan.
The specific proportion of subscribed shares is shown in the table below:
Proportion of shares corresponding to the upper limit of job subscription shares in the Employee Stock Ownership Plan No. (10000 shares) (%)
Proportion of shares corresponding to the upper limit of job subscription shares in the Employee Stock Ownership Plan No. (10000 shares) (%)
Chairman Yu Jiang 146.31 48.77 1.24%
2 directors and President of Yuanbin 146.31 48.77 1.24%
3 Liu Hongan, director and vice president 146.31 48.77 1.24%
4 Xu Fengjiu, vice president 146.31 48.77 1.24%
5 vice president Yang Zhenjun 146.31 48.77 1.24%
6 Dong Hongbo vice president 146.31 48.77 1.24%
7 Kong Xiangjin CFO 146.31 48.77 1.24%
8 Li Fang, Secretary of the board of directors 146.31 48.77 1.24%
9 Liu Feng, chairman of the board of supervisors 131.67 43.89 1.11%
10 Li Mintang supervisor 131.67 43.89 1.11%
11 Yan Jinfu supervisor 43.89 14.63 0.37%
12 Chen Lei supervisor 43.89 14.63 0.37%
255 middle managers 9118.12 3039.37 77.14%
Reserved 1180.28 393.43 9.99%
Total 11819.9859 3939.9953 100.00%
Note: (1) the shares of the participants in the final subscription of the shareholding plan shall be subject to the actual capital contribution
