Beijing Hairun Tianrui law firm
About Hebei Huijin Group Co.Ltd(300368)
Termination of restricted stock incentive plan in 2020
Legal opinion
Beijing, China
17 / F, broadcasting building, No. a 14, Jianwai street, Chaoyang District postcode: 100022 Tel: (010) 65219696 Fax: (010) 88381869 January 2002
Beijing Hairun Tianrui law firm
About Hebei Huijin Group Co.Ltd(300368)
Termination of restricted stock incentive plan in 2020
Legal opinion
To: Hebei Huijin Group Co.Ltd(300368)
According to the legal service agreement signed between Hebei Huijin Group Co.Ltd(300368) (hereinafter referred to as ” Hebei Huijin Group Co.Ltd(300368) “, “listed company” or “company”) and Beijing Hairun Tianrui law firm (hereinafter referred to as “the exchange”), the exchange accepts the entrustment of Hebei Huijin Group Co.Ltd(300368) as the special legal adviser of Hebei Huijin Group Co.Ltd(300368) 2020 restricted stock incentive plan (hereinafter referred to as “the plan” or “the stock incentive”), This legal opinion is issued on the relevant legal matters involved in the termination of the stock incentive by the company.
In accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), and the administrative measures for equity incentive of listed companies (revised in 2018) (hereinafter referred to as the “administrative measures”) Shenzhen Stock Exchange gem stock listing rules (revised in 2020) (hereinafter referred to as the “Listing Rules”), the Trial Measures for the implementation of equity incentive by state-controlled listed companies (domestic) (Guo Zi FA FA FA FA Fa [2006] No. 175) (hereinafter referred to as the “Trial Measures”) The provisions of laws, regulations and normative documents such as the notice on issues related to regulating the implementation of equity incentive system by state-controlled listed companies (Guo Zi FA FA FA FA Fa [2008] No. 171) (hereinafter referred to as the “regulatory notice”) and the relevant requirements of China Securities Regulatory Commission (hereinafter referred to as the “CSRC”), This legal opinion is issued in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry.
For the legal opinion issued by the firm, the lawyer of the firm declares as follows:
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 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, responsibility and good faith, It has conducted sufficient verification and verification to 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 shall bear corresponding legal liabilities. 2. Unless otherwise specified, “China” used in this legal opinion refers to the people’s Republic of China, excluding “Regulations”, “rules”, etc. unless otherwise specified, it refers to the laws, regulations and rules of the people’s Republic of China (excluding Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan). “Yuan” used in this legal opinion refers to “Yuan” unless otherwise specified.
3. In the course of work, our lawyers have been guaranteed by Hebei Huijin Group Co.Ltd(300368) : that is, Hebei Huijin Group Co.Ltd(300368) has provided our lawyers with all the original written materials, copies, copies or oral testimony that our lawyers consider necessary for the preparation of legal opinions, and ensure that the materials and oral testimony provided are true, complete, accurate and effective without false records.
4. This legal opinion only expresses opinions on legal issues related to this stock incentive, and our lawyers are not qualified to express professional opinions on professional matters such as accounting, capital verification and audit, asset evaluation and investment decision-making. When such contents are involved in this legal opinion, they are quoted by our lawyers in strict accordance with the report issued by relevant intermediaries after performing the necessary duty of care. However, such quotations shall not be deemed as any express or implied guarantee by our lawyers for the authenticity and accuracy of these data and conclusions.
5. Our lawyers agree to take this legal opinion as a necessary legal document for Hebei Huijin Group Co.Ltd(300368) this stock incentive, apply for filing or relevant information disclosure along with other application materials, and bear the responsibility for the legal opinion issued according to law. 6. This legal opinion is only for Hebei Huijin Group Co.Ltd(300368) terminating this stock incentive and shall not be used for any other purpose. According to the requirements of laws and regulations, the lawyers of the firm have verified and verified the relevant documents and facts provided by Hebei Huijin Group Co.Ltd(300368) in accordance with the recognized business standards, ethics and the spirit of diligence in the lawyer industry, and now issue the following legal opinions: I. the approval and implementation of this stock incentive
1. On December 23, 2020, the company held the 11th meeting of the 4th board of directors, The proposal on 2020 restricted stock incentive plan (Draft) and its summary, the proposal on the measures for the implementation and assessment of 2020 restricted stock incentive plan, the proposal on submitting the general meeting of shareholders to authorize the board of directors to handle matters related to the company’s restricted stock incentive plan and other proposals related to this stock incentive were reviewed and approved. The affiliated directors of the company have abstained from voting in accordance with relevant laws, regulations, normative documents and the articles of Association; The independent directors of the company have verified the matters related to the stock incentive and expressed their agreed independent opinions.
2. On December 23, 2020, the company held the 11th meeting of the 4th board of supervisors, The proposal on 2020 restricted stock incentive plan (Draft) and its summary, the proposal on the implementation and assessment management measures of 2020 restricted stock incentive plan, the proposal on verifying the list of some incentive objects granted by the company’s 2020 restricted stock incentive plan for the first time and other proposals related to this stock incentive were reviewed and approved.
3. After verification by our lawyers, this stock incentive has not been examined and approved by the state owned assets supervision and Administration Commission of Handan Municipal People’s government or the state-owned assets contributor with examination and approval authority, nor has it been submitted to the general meeting of shareholders of the company for deliberation and implementation.
Our lawyers believe that the stock incentive has fulfilled the necessary legal procedures in accordance with the relevant provisions of laws, regulations and normative documents such as the administrative measures, the trial measures and the normative notice, and has obtained the corresponding approval at this stage; This stock incentive has not been implemented.
2、 Approval to terminate the implementation of this stock incentive
1. On January 19, 2022, the company held the 21st Meeting of the Fourth Board of directors, deliberated and adopted the proposal on terminating the implementation of 2020 restricted stock incentive plan.
Independent directors expressed their independent opinions on this proposal.
2. On January 19, 2022, the company held the 19th meeting of the 4th board of supervisors, deliberated and adopted the proposal on terminating the implementation of 2020 restricted stock incentive plan.
According to paragraph 1 of Article 51 of the administrative measures, “if a listed company intends to terminate the implementation of equity incentive before the shareholders’ meeting deliberates the equity incentive plan, it shall be deliberated and approved by the board of directors.”
Since the general meeting of shareholders of the company has not considered the stock incentive, the board of directors of the company has the right to consider the proposal of the company to terminate the implementation of the stock incentive, that is, the board of directors of the company considers and approves the necessary legal procedure to be performed to terminate the implementation of the stock incentive.
Our lawyers believe that the termination of this stock incentive has been deliberated and approved by the board of directors of the company, has performed the necessary legal procedures and obtained the corresponding approval, and is in line with the relevant provisions of laws, regulations and normative documents such as the management measures. 3、 Reasons and effects of terminating the implementation of this stock incentive
(I) reasons for terminating the stock incentive
According to the proposal of the 21st Meeting of the Fourth Board of directors, the reason why the company terminated the stock incentive is: “in order to better protect the legitimate rights and interests of investors, comprehensively consider the recent market environment factors and the company’s future development strategic plan”.
(II) impact of termination of this stock incentive
Since the restricted shares involved in the stock incentive have not been actually registered and the incentive object has not actually obtained the restricted shares, the incentive plan does not generate relevant share payment fees. The company also promises not to review the equity incentive plan within 3 months from the date of announcement of the resolution of the board of directors to terminate the implementation of the stock incentive.
The lawyer of the firm believes that the reason for the company to terminate the stock incentive does not violate the relevant provisions of the company law, the management measures and so on, and the termination of the stock incentive does not harm the interests of the company and all shareholders.
4、 Information disclosure on termination of this stock incentive
According to the provisions of the management measures, the company shall timely disclose the resolution announcement of the board of directors on the termination of the stock incentive, explain the reasons for the termination of the stock incentive, the planned and implementation progress, the possible impact of the termination on the company, and fulfill the obligation of information disclosure in time.
5、 Concluding observations
In conclusion, our lawyers believe that: the company has fulfilled the necessary legal procedures and obtained approval for terminating the stock incentive, and its termination of the stock incentive does not harm the interests of the company and all shareholders, and complies with the relevant provisions of relevant laws, administrative regulations and normative documents such as the company law, the securities law, the administrative measures and so on; When the company terminates the implementation of this stock incentive, it still needs to perform the obligation of information disclosure in accordance with the administrative measures and other relevant laws, administrative regulations and the relevant provisions of Shenzhen Stock Exchange.
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(there is no text on this page, which is the signature and seal page of the legal opinion of Beijing Hairun Tianrui law firm on the termination of Hebei Huijin Group Co.Ltd(300368) 2020 restricted stock incentive plan) Beijing Hairun Tianrui law firm (seal)
Person in charge: (signature) handling lawyer: (signature)
Yan kebing: Wang Shuying:
Liu Mengyao:
January 18, 2022
