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Beijing Kangda law firm
About Shanxi Huaxiang Group Co.Ltd(603112)
Matters related to the restricted stock incentive plan in 2021
Legal opinion
Kangda FA Yi Zi [2022] No. 0236
January 2002
interpretation
In this legal opinion, unless the context otherwise requires, the following words have the following meanings:
Shanxi Huaxiang Group Co.Ltd(603112) / company means Shanxi Huaxiang Group Co.Ltd(603112)
Articles of association means the Shanxi Huaxiang Group Co.Ltd(603112) articles of association
This article is the legal opinion of Beijing Kangda law firm on matters related to the incentive of restricted shares of Shanxi Huaxiang Group Co., Ltd. in 2021 (Kangda Fayi Zi [2022] No. 0236)
Incentive plan means the Shanxi Huaxiang Group Co.Ltd(603112) 2021 restricted stock incentive plan
Restricted shares refer to the company’s shares obtained and registered by incentive objects meeting the grant conditions of the incentive plan in batches after meeting the corresponding attribution conditions
Reserved grant refers to the granting of reserved restricted shares to incentive objects this time
Incentive object refers to the employees of the company who obtain restricted shares in accordance with the provisions of this incentive plan
This grant refers to the first grant of restricted shares in accordance with the provisions of this incentive plan
The grant date refers to the date on which the company grants restricted shares to the incentive object, and the grant date must be the trading day
Grant price refers to the price of each restricted stock granted by the company to the incentive object
Company law means the company law of the people’s Republic of China
Securities Law means the securities law of the people’s Republic of China
The Administrative Measures refer to the administrative measures for equity incentive of listed companies
Listing Rules refers to the Listing Rules of Shanghai Stock Exchange (revised in 2020)
CSRC refers to the China Securities Regulatory Commission
Stock exchange means Shanghai Stock Exchange
Beijing Kangda law firm
Yuan means RMB yuan
Beijing Kangda law firm
About Shanxi Huaxiang Group Co.Ltd(603112)
Matters related to the restricted stock incentive plan in 2021
Legal opinion
Kangda FA Yi Zi [2022] No. 0236 to: Shanxi Huaxiang Group Co.Ltd(603112)
Entrusted by Shanxi Huaxiang Group Co.Ltd(603112) , the exchange acted as the special legal adviser of the company on this incentive plan, and expressed legal opinions on Shanxi Huaxiang Group Co.Ltd(603112) this grant and other related matters in accordance with the provisions of the company law, the securities law, the administrative measures and other current laws, regulations, rules and other normative documents.
The lawyers of our firm only express legal opinions based on the facts that have occurred or existed before the date of issuance of this legal opinion. Our lawyers determine whether the inspected items are legal, compliant, true and effective based on the current effective (or effective when the facts occur) laws, regulations, rules, normative documents, the approval and confirmation made by the competent government departments, our lawyers from state organs, organizations with the function of managing public affairs, accounting firms, asset appraisal institutions Documents directly obtained by credit rating agencies, notary agencies and other public institutions, or materials copied and copied by our lawyers from the above public institutions and confirmed by the institutions; Our lawyers have conducted necessary verification and verification on documents not directly obtained from the above public institutions, or materials copied and copied by lawyers from the above public institutions but not confirmed by the above public institutions.
Our lawyers are not qualified to make professional judgment on accounting, auditing, asset evaluation and other non legal matters. Our lawyers’ legal opinions based on the documents directly obtained from accounting firms and asset appraisal institutions do not mean any express or implied guarantee for the authenticity, accuracy and completeness of the data and conclusions in the documents.
Our lawyers have strictly performed their statutory duties, followed the principles of diligence and good faith, and ensured that the facts identified in this legal opinion are true, accurate and complete, and the concluding opinions issued are legal and accurate. There are no false records, misleading statements or major omissions in this legal opinion. Our lawyers shall bear corresponding legal liabilities for the legal opinions issued according to law.
The company has assured the exchange that the written materials or oral testimony provided by it are true, accurate and complete, the relevant copies or copies are consistent with the original, and there are no false records, misleading statements or major omissions in any documents or facts provided.
This legal opinion is only used by the company for the purpose of implementing this incentive plan and shall not be used for other purposes. Our lawyers agree that the company may quote some or all of the contents of this legal opinion in the relevant filing or announcement documents of the incentive plan or in accordance with the requirements of the CSRC, but when the company makes the above quotation, it shall not cause legal ambiguity or misinterpretation due to the quotation.
Following the principles of prudence and importance, our lawyers independently, objectively and impartially issue the following legal opinions on the basis of checking relevant materials and facts:
Text
1、 The approval and authorization of some restricted shares are reserved and granted this time
1. On January 20, 2022, the 18th meeting of the second board of directors of the company deliberated and approved the proposal on granting reserved restricted shares to the incentive objects of the restricted stock incentive plan in 2021. The conditions for granting the reserved rights and interests of the incentive plan have been met. According to the authorization of the second extraordinary general meeting of shareholders in 2021, the board of directors of the company has carefully deliberated and verified, It is agreed to determine January 20, 2022 as the reserved equity grant date and grant 1122310 restricted shares to 17 eligible incentive objects.
2. On January 20, 2022, the 12th meeting of the second board of supervisors of the company deliberated and approved the proposal on granting reserved restricted shares to the incentive objects of the 2021 restricted stock incentive plan. The conditions for granting the reserved rights and interests of the incentive plan have been met. According to the authorization of the second extraordinary general meeting of shareholders in 2021, the board of directors of the company has carefully deliberated and verified, It is agreed to determine January 20, 2022 as the reserved equity grant date and grant 1122310 restricted shares to 17 eligible incentive objects.
3. The independent directors of the company expressed independent opinions on the grant of reserved restricted shares and the repurchase and cancellation of some restricted shares, and agreed to determine January 20, 2022 as the grant date of reserved rights and interests, and grant 1122310 restricted shares to 17 eligible incentive objects.
Our lawyers believe that as of the date of issuance of this legal opinion, the company has obtained the necessary approval and authorization at this stage for the granting of reserved restricted shares and the repurchase and cancellation of some restricted shares.
2、 This reservation grant
1. Grant date
On February 24, 2021, Shanxi Huaxiang Group Co.Ltd(603112) held the second extraordinary general meeting of shareholders in 2021, deliberated and adopted the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive, and authorized the board of directors to determine the grant date of restricted stock incentive plan.
On January 20, 2022, Shanxi Huaxiang Group Co.Ltd(603112) held the 18th meeting of the second board of directors, deliberated and adopted the proposal on granting reserved restricted shares to the incentive objects of the 2021 restricted stock incentive plan, and determined the grant date as January 20, 2022.
According to the incentive plan, the reserved incentive objects shall be determined by the board of directors within 12 months after the incentive plan is considered and approved by the general meeting of shareholders.
After verification, our lawyers believe that the grant date of this incentive plan is within 12 months after the incentive plan is deliberated and approved by the general meeting of shareholders of the company, and it is a trading day, which is in line with the relevant provisions of the administrative measures, listing rules and incentive plan.
2. Grant object and grant quantity
According to the proposal on granting reserved restricted shares to the incentive objects of the restricted stock incentive plan in 2021 deliberated and adopted at the 18th meeting of the second board of directors of the company, the incentive plan grants 1122310 restricted shares to 17 eligible incentive objects
After verification, our lawyers believe that the objects and quantity of reserved grants comply with the relevant provisions of the administrative measures, listing rules and incentive plan.
3. Grant conditions
According to the incentive plan, when the following grant conditions are met at the same time, the company will grant restricted shares to the incentive object. On the contrary, if any of the following grant conditions are not met, restricted shares cannot be granted to the incentive object.
(1) The company is not under any of the following circumstances:
The financial and accounting 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;
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;
Failure to distribute profits in accordance with laws and regulations, the articles of association and public commitments within the last 36 months after listing;
Equity incentive is not allowed according to laws and regulations;
Other circumstances recognized by the CSRC.
(2) The incentive object does not have any of the following situations:
Being identified as an inappropriate candidate by the stock exchange within the last 12 months;
In the last 12 months, it has been identified as an inappropriate candidate by the CSRC and its dispatched offices;
Being administratively punished by the CSRC and its dispatched offices or taking market entry prohibition measures for major violations of laws and regulations within the last 12 months;
Those who are not allowed to serve as directors or senior managers of the company as stipulated in the company law;
Those who are not allowed to participate in equity incentive of listed companies according to laws and regulations;
Other circumstances recognized by the CSRC.
Our lawyers believe that the conditions reserved for granting by the company have been met, and the granting of restricted shares by the company to incentive objects complies with the relevant provisions of the administrative measures, listing rules and incentive plan.
3、 Concluding observations
In conclusion, our lawyers believe that as of the date of issuance of this legal opinion:
The company has obtained the necessary approval and authorization at this stage for matters related to the reserved grant of restricted shares; Matters related to the reserved grant of restricted shares this time comply with the relevant provisions of the administrative measures, the listing rules and the incentive plan; The determination of the reserved grant date, the grant object and quantity, and the grant price comply with the relevant provisions of the administrative measures, the listing rules and the incentive plan; The conditions for this reserved grant have been met and comply with the relevant provisions of the administrative measures, listing rules and incentive plan. Matters related to the reserved grant of restricted shares this time still need to be disclosed in accordance with the provisions of the administrative measures, and go through the procedures for the change of registered capital and matters related to share registration in accordance with the company law, the articles of association and relevant provisions.
This legal opinion is made in duplicate with the same legal effect.
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(there is no text on this page, which is the signature and seal page of the legal opinion of Beijing Kangda law firm on matters related to Shanxi Huaxiang Group Co.Ltd(603112) 2021 restricted stock incentive plan) Beijing Kangda law firm (official seal)
Person in charge: Qiao Jiaping handling lawyer: Xu Guotao
Ma Yufeng
Mm / DD / 2022
