Guohao law firm (Hangzhou)
About
Zhejiang Huayou Cobalt Co.Ltd(603799)
Legal opinions on matters related to repurchase and cancellation of restricted stock incentive plan
Beijing, Shanghai, Shenzhen, Hangzhou, Guangzhou, Kunming, Tianjin, Ningbo, Fuzhou, Xi’an, Nanjing, Nanning, Jinan, Chongqing, Changsha, Taiyuan, Wuhan, Guiyang, Urumqi, Zhengzhou, Shijiazhuang, Hong Kong, Paris, Madrid, Silicon Valley, Stockholm
Chongqing Suzhou Changsha Taiyuan Wuhan Guiyang Wulumuqi Zhengzhou Shijiazhuang Hong Paris Madrid siliconvaley Stockholm Building 2 and building 15, Baita Park, laofuxing Road, Hangzhou, Zhejiang Province zip code: 310008
Grandall Building, No.2＆No.15, Block B, Baita Park, Old Fuxing Road, Hangzhou, Zhejiang 310008,China
Tel: 0571-85775888 Fax: 0571-85775643
Website: http://www.grandall.com.cn.
January 2002
Guohao law firm (Hangzhou)
About
Zhejiang Huayou Cobalt Co.Ltd(603799)
Matters related to repurchase and cancellation of restricted stock incentive plan
Legal opinion
To: Zhejiang Huayou Cobalt Co.Ltd(603799)
According to the employment agreement for special legal counsel signed between Zhejiang Huayou Cobalt Co.Ltd(603799) (hereinafter referred to as ” Zhejiang Huayou Cobalt Co.Ltd(603799) ” or “the company”) and Guohao law firm (Hangzhou) (hereinafter referred to as “the firm”), the firm accepts the entrustment of Zhejiang Huayou Cobalt Co.Ltd(603799) , in the capacity of special legal counsel, in accordance with the company law of the people’s Republic of China (hereinafter referred to as “the company law”) In accordance with the provisions of the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), the measures for the administration of equity incentive of listed companies (hereinafter referred to as the “administrative measures”) and other relevant laws, regulations and normative documents, this legal opinion is issued on matters related to the repurchase and cancellation of Zhejiang Huayou Cobalt Co.Ltd(603799) restricted stock incentive plan (hereinafter referred to as “this repurchase”).
Part I Introduction
This legal opinion is based on the facts that have occurred or existed before the date of issuance of this legal opinion and the legal opinions issued by the existing laws, regulations and normative documents in China, and does not provide opinions on non legal matters. Before issuing this legal opinion, Zhejiang Huayou Cobalt Co.Ltd(603799) has issued a letter of commitment to our lawyers, promising that the information provided to our lawyers is true, complete and effective, and there is no concealment, falsehood and misleading.
There are no false, seriously misleading statements and major omissions in this legal opinion, otherwise, the exchange is willing to bear corresponding legal liabilities according to law.
This legal opinion is only used for Zhejiang Huayou Cobalt Co.Ltd(603799) the purpose of this repurchase, and shall not be used for any other purpose without the prior written permission of the exchange.
The exchange agrees to take this legal opinion as one of the necessary legal documents for Zhejiang Huayou Cobalt Co.Ltd(603799) This repurchase, report and publicly disclose it together with other application materials, and bear the responsibility for the legal opinion issued according to law.
The lawyers of the firm have conducted reasonable, necessary and possible verification, verification and Discussion on the information, documents and relevant facts provided or disclosed by Zhejiang Huayou Cobalt Co.Ltd(603799) and the legal issues involved in accordance with the recognized business standards, ethics and the spirit of diligence in the lawyer industry, and have issued this legal opinion.
The second part is the main body
1、 Approval and authorization of this repurchase
(I) on April 29, 2021, the 14th meeting of the 5th board of directors of the company deliberated and adopted the proposal on the company’s restricted stock incentive plan (Draft) and summary in 2021 (hereinafter referred to as the “incentive plan”) Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive and proposal on the company’s measures for the assessment and management of the implementation of the restricted stock incentive plan in 2021, etc. (II) on April 29, 2021, the independent directors of the company expressed their independent opinions on the implementation of the restricted stock incentive plan of the company, believing that the incentive plan of the company is legal and compliant, and there is no situation damaging the interests of the company and all shareholders.
(III) on April 29, 2021, the 12th meeting of the 5th board of supervisors of the company confirmed that the subject qualification of incentive objects was legal and effective.
(IV) on May 17, 2021, the first extraordinary general meeting of the company in 2021 deliberated and passed the proposal on the company’s restricted stock incentive plan (Draft) and summary in 2021, the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive, and other proposals. The board of directors was authorized to determine the grant date of restricted shares When the incentive object meets the conditions, grant restricted shares to the incentive object and handle all matters necessary for the grant of restricted shares.
(V) on June 17, 2021, the 17th meeting of the 5th board of directors of the company deliberated and approved the proposal on adjusting the matters related to the first grant of restricted stock incentive plan in 2021 and the proposal on the first grant of restricted stock to incentive objects, which defined the grant date, grant price and other matters of this grant.
(VI) on June 17, 2021, the independent directors of the company expressed independent opinions on the grant date, grant object and grant price of the restricted shares granted this time, agreed with the grant date and adjusted grant price determined by the company, and agreed that the incentive object was granted restricted shares.
(VII) on June 17, 2021, the 15th meeting of the 5th board of supervisors of the company deliberated and approved the proposal on the first grant of restricted shares to incentive objects and the proposal on adjusting matters related to the first grant of Restricted Shares Incentive Plan in 2021.
(VIII) on September 28, 2021, the 21st Meeting of the 5th board of directors of the company deliberated and adopted the proposal on granting reserved restricted shares to incentive objects, which defined the grant date, grant price, grant quantity and other matters of this grant.
(IX) on September 28, 2021, the independent directors of the company expressed independent opinions on the grant date, grant object and grant price for the first grant of reserved restricted shares, agreed with the grant date and grant price determined by the company, and agreed that the incentive object was granted restricted shares.
(x) on September 28, 2021, the 19th meeting of the 5th board of supervisors of the company deliberated and adopted the proposal on granting reserved restricted shares to incentive objects.
（11） On December 29, 2021, the 26th meeting of the 5th board of directors of the company deliberated and adopted the proposal on the second grant of the reserved part of the company’s restricted stock incentive plan in 2021, which defined the grant date, grant price, grant quantity and other matters of this grant.
（12） On December 29, 2021, the independent directors of the company expressed independent opinions on the grant date, grant object and grant price of some reserved restricted shares, agreed with the grant date and grant price determined by the company, and agreed that the incentive object was granted restricted shares.
（13） On December 29, 2021, the 23rd Meeting of the Fifth Board of supervisors of the company deliberated and adopted the proposal on the second grant of the reserved part of the company’s restricted stock incentive plan in 2021.
（14） On January 19, 2022, the 27th meeting of the Fifth Board of directors of the company deliberated and adopted the proposal on repurchase and cancellation of some restricted shares in the 2021 restricted stock incentive plan. According to the authorization of the general meeting of shareholders of the company, due to the resignation of 19 incentive objects, the board of directors of the company decided to repurchase and cancel 130500 shares of restricted shares that have not been unlocked granted to these incentive objects. The independent directors of the company expressed independent opinions on this.
（15） On January 19, 2022, the 24th Meeting of the 5th board of supervisors of the company deliberated and adopted the proposal on repurchase and cancellation of some restricted shares in the 2021 restricted stock incentive plan.
In conclusion, our lawyers believe that as of the date of issuance of this legal opinion, Zhejiang Huayou Cobalt Co.Ltd(603799) This repurchase has obtained the necessary approval and authorization, which is in line with the administrative measures and other laws and regulations as well as the relevant provisions of the incentive plan.
2、 Main contents of this repurchase
According to the incentive plan, the company repurchases and cancels the restricted shares granted to the incentive objects that do not meet the incentive conditions (due to the resignation of employees). The total number of restricted shares repurchased and cancelled this time is 130500 shares, of which the repurchase price of the part granted for the first time is 37.89 yuan / share and the repurchase quantity is 102500 shares, The reserved repurchase price of the first grant is 53.84 yuan / share, and the repurchase quantity is 28000 shares, with a total repurchase quantity of 130500 shares. The funds used by the company to pay for the repurchase of restricted shares are its own funds, and the total repurchase price (including interest) is RMB 5393399.99.
After verification, our lawyers believe that the company’s repurchase and cancellation of restricted shares granted but not unlocked to incentive objects that do not meet the incentive conditions this time complies with the provisions of relevant laws, regulations and the incentive plan, and the repurchase reason, quantity and price are legal and compliant.
3、 Concluding observations
In conclusion, our lawyers believe that: Zhejiang Huayou Cobalt Co.Ltd(603799) This repurchase is legal and effective because it complies with the management measures and other relevant laws, regulations, normative documents and the relevant provisions of the company’s incentive plan, and has performed the necessary legal procedures. The company still needs to go through the industrial and commercial change registration procedures for capital reduction in accordance with the company law and other laws, and go through the relevant procedures for the cancellation of restricted shares granted to China Securities Depository and Clearing Co., Ltd. Shanghai Branch.
——End of legal opinion——
