Lihua Stock (300761): Beijing Zhonglun Law Firm’s Legal Opinion on the 2024 Restricted Stock Incentive Plan of Jiangsu Lihua Animal Husbandry Co., Ltd. – CFi.CN China Finance Network

Original title: Lihua Co., Ltd.: Beijing Zhonglun Law Firm’s Legal Opinion on the 2024 Restricted Stock Incentive Plan of Jiangsu Lihua Animal Husbandry Co., Ltd.

Beijing Zhonglun Law Firm
About Jiangsu Lihua Animal Husbandry Co., Ltd.
2024 Restricted Stock Incentive Plan

legal opinion

April 2024

Table of contents
1. Conditions for the company to implement incentive plans…………………………………. …………………………………………. 4
2. Contents of this incentive plan…………………………………. ……………………………………………………….. … 5
3. Procedures for the implementation of this incentive plan…………………………………. ………………………………………….10
4. Determination of incentive targets of this incentive plan……………………………….. ………………………………. 11
5. Information disclosure obligations of this incentive plan……………………………….. ………………………………. 11
6. The company did not provide financial assistance to the incentive objects……………………….. ……………………….. 12
7. The impact of this incentive plan on the interests of the company and all shareholders…………………. …………………… 12 8. Related directors abstain from voting ……………………….. ……………………………………………………….. ………….13
9. Concluding comments…………………………………. ……………………………………………………….. ………… 13

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Beijing Zhonglun Law Firm
About Jiangsu Lihua Animal Husbandry Co., Ltd.
2024 Restricted Stock Incentive Plan
legal opinion
To: Jiangsu Lihua Animal Husbandry Co., Ltd.
Beijing Zhonglun Law Firm (hereinafter referred to as the firm) accepted the entrustment of Jiangsu Lihua Animal Husbandry Co., Ltd. (hereinafter referred to as the company) to serve as legal counsel on matters related to the company’s 2024 restricted stock incentive plan (hereinafter referred to as the incentive plan) consultant.

Our lawyers comply with the provisions of the Company Law of the People’s Republic of China (2018 Revision) (hereinafter referred to as the “Company Law”), the Securities Law of the People’s Republic of China (2019 Revision) (hereinafter referred to as the “Securities Law”), and the China Securities Regulatory Commission. The “Administrative Measures for Equity Incentives of Listed Companies (Revised in 2018)” (hereinafter referred to as the “Administrative Measures”) issued by the China Securities Regulatory Commission (hereinafter referred to as the China Securities Regulatory Commission) and the “Entrepreneurship Measures of the Shenzhen Stock Exchange” issued by the Shenzhen Stock Exchange (hereinafter referred to as the Shenzhen Stock Exchange) Listing Rules for Stocks Listed on the Shenzhen Stock Exchange (Revised in August 2023)” (hereinafter referred to as the “Listing Rules”), “Self-Regulatory Guidelines for Companies Listed on the Growth Enterprise Market of the Shenzhen Stock Exchange No. 1 – Business Handling (Revised in December 2023)” (hereinafter referred to as the “Listing Rules”) This legal opinion is issued on this incentive plan in accordance with the provisions of relevant laws, regulations, rules and normative documents (referred to as “Self-Regulatory Guidelines No. 1”) and in accordance with the business standards, ethics and diligence and diligence recognized by the lawyer industry.

In order to issue this legal opinion, our lawyers reviewed the “Articles of Association of Jiangsu Lihua Animal Husbandry Co., Ltd.” (hereinafter referred to as the “Articles of Association”) and the “2024 Restricted Stock Incentive Plan of Jiangsu Lihua Animal Husbandry Co., Ltd. (Draft) )” (hereinafter referred to as the “Incentive Plan (Draft)”), “Jiangsu Lihua Animal Husbandry Co., Ltd. 2024 Restricted Stock Incentive Plan Implementation Assessment and Management Measures” (hereinafter referred to as the “Assessment Methods”), “Jiangsu Lihua Animal Husbandry Co., Ltd. Co., Ltd.’s 2024 Restricted Stock Incentive Plan’s First Grant to Partial Incentive Objects”, the company’s relevant board of directors meeting documents, board of supervisors meeting documents, remuneration and assessment committee meeting documents, and other documents that our lawyers believe need to be reviewed.

In order to issue this legal opinion, our lawyers conducted a review of the documents and facts related to this incentive plan in accordance with the provisions of relevant laws, regulations, rules, normative documents and the requirements of our business rules, and based on the principles of prudence and importance. Reasonable, necessary and possible verification and verification.

Our firm and our lawyers have strictly performed their statutory duties and followed the principles of diligence, diligence and good faith in accordance with the provisions of relevant laws, regulations, rules and normative documents and the facts that have occurred or existed before the date of issuance of this legal opinion. We have conducted sufficient verification and verification to ensure that the facts identified in this legal opinion are true, accurate, and complete, that the concluding opinions expressed are legal and accurate, and that there are no false records, misleading statements, or major omissions, and we are willing to assume corresponding legal responsibilities. .

This legal opinion is based on the laws, regulations, rules, and normative documents currently in effect in China or in effect when the company’s actions and relevant facts occurred or existed, and based on our lawyers’ review of such laws, regulations, rules, and normative documents. Issued with understanding.

This legal opinion only expresses legal opinions on legal issues in China related to this incentive plan. Our firm and our lawyers do not have the appropriate qualifications to express professional opinions on professional matters such as accounting and auditing. When this legal opinion involves accounting and auditing, it is quoted strictly in accordance with the professional documents issued by the relevant intermediaries and the company’s instructions, and it does not mean that the firm and our lawyers guarantee the authenticity and accuracy of the quoted content. We do not make any express or implied guarantees regarding the nature of such content, and our firm and our lawyers are not qualified to verify and make judgments on such content.

During the verification process, our lawyers have obtained the following guarantee from the company, that is, the company has provided authentic original written materials, copies of materials or oral testimony that our lawyers believe are necessary to issue this legal opinion, and the signatures and signatures on the relevant materials. The seals are all authentic, and the relevant duplicate materials or photocopies are consistent with the original materials or originals. The documents and materials provided by the company are true, accurate, complete and valid, without any concealment or

After verification, our lawyers believe that the company is a joint-stock company established in accordance with the law and listed on the Shenzhen Stock Exchange.

(2) The company does not have any circumstances that prohibit the implementation of equity incentives as stipulated in Article 7 of the “Administration Measures”. According to the “2023 Audit Report of Jiangsu Lihua Animal Husbandry Co., Ltd.” issued by Grant Thornton Accounting Firm (Special General Partnership) (written by Grant Thornton[2024]No. 110A012849) and the company’s relevant announcement documents, and verified by our lawyers, the company does not have the situation that prohibits the implementation of equity incentives as stipulated in Article 7 of the “Administrative Measures”: “(1) The financial accounting report of the most recent fiscal year was approved by a certified public accountant Issue an audit report with a negative opinion or a disclaimer of opinion; (2) A certified public accountant issues an audit report with a negative opinion or a disclaimer of opinion on the internal control of the financial report in the most recent fiscal year; (3) There has been any failure to comply with the regulations within the last 36 months after listing. Laws and regulations, the company’s articles of association, and public commitments to profit distribution; (4) Equity incentives are not allowed under laws and regulations; (5) Other circumstances determined by the China Securities Regulatory Commission.” After verification, our lawyers believe that the company is established in accordance with the law. Moreover, legally existing joint-stock companies do not have the circumstances that prohibit the implementation of equity incentives as stipulated in Article 7 of the “Administrative Measures” and meet the conditions for implementing equity incentives stipulated in the “Administrative Measures”.

2. Contents of this incentive plan
On April 19, 2024, the 23rd meeting of the company’s third board of directors reviewed and approved the “Proposal on the Company’s 2024 Restricted Stock Incentive Plan (Draft)” and its Summary. This incentive plan is a restricted stock incentive plan. Sex Stock Incentive Plan.

(1) Matters stated in this incentive plan
After reviewing the “Incentive Plan (Draft)”, its content includes: interpretation, purpose and principles of this incentive plan, management organization of this incentive plan, determination basis and scope of incentive objects, incentive source, quantity and allocation of restricted stocks, The validity period, grant date, vesting arrangements and lock-up period of this incentive plan, the grant price of restricted stocks and the determination method of the grant price, the grant and vesting conditions of restricted stocks, the adjustment methods and procedures of the restricted stock incentive plan, restrictions Accounting treatment of restricted stocks, implementation procedures of restricted stock incentive plans, respective rights and obligations of the company/incentive objects, handling of changes in the company/incentive objects, supplementary provisions, etc.

After verification, our lawyers believe that the matters stated in the “Incentive Plan (Draft)” comply with the provisions of Article 9 of the “Management Measures”.

(2) Specific contents of this incentive plan
According to the “Incentive Plan (Draft)”, this incentive plan is a restricted stock incentive plan, the details are as follows: 1. The purpose of this incentive plan
According to the “Incentive Plan (Draft)”, the purpose of this incentive plan is “to further improve the company’s long-term incentive mechanism, attract and retain outstanding talents, fully mobilize the enthusiasm of the company’s core team members, and effectively combine the interests of shareholders, the company’s interests and The personal interests of the core team are combined so that all parties focus on the long-term development of the company.”

Lawyers from our firm believe that the company’s incentive plan clearly clarifies the purpose of implementation and complies with the provisions of Article 9 (1) of the “Administration Measures”.

2. The basis and scope of determining the incentive objects
According to the “Incentive Plan (Draft)”, the legal basis for determining the incentive objects of this incentive plan is “Company Law”, “Securities Law”, “Administrative Measures”, “Listing Rules”, “Self-Regulation Guidelines No. 1” and other relevant laws, regulations, Normative documents and the relevant provisions of the “Articles of Association”, the position basis is “directors, senior managers, other management/technical personnel and technical/business backbones of the company (including branches and holding subsidiaries, the same below) (excluding independent Directors, supervisors)”.

As of the announcement date of the “Incentive Plan (Draft)”, the company’s 2022 restricted stock incentive plan is still valid. The total number of underlying stocks involved in the above incentive plan and this incentive plan totaled 40.97968 million shares, accounting for approximately 40,979,680 shares of the “Incentive Plan (Draft)”. )》4.95% of the company’s total share capital at the time of the announcement. The total number of subject stocks involved in the company’s equity incentive plans within the validity period does not exceed 20% of the company’s total share capital. Any incentive object has passed all equity incentive plans within the validity period. The cumulative number of company shares granted does not exceed 1% of the company’s total share capital, and the reserved ratio does not exceed 20% of the number of restricted shares to be granted under this incentive plan.

Our lawyers believe that the “Incentive Plan (Draft)” stipulates the type, source, quantity and percentage of the company’s total share capital of restricted stocks, which is in line with Article 9 (3) and Article 12 of the “Administrative Measures” and the provisions of Article 8.4.3 of the Listing Rules; the restricted stocks of this incentive plan have clearly defined the names, positions, number of rights and interests to be granted, and the proportion of the intended incentive objects (respectively or according to appropriate classification) to be granted under the incentive plan. The percentage of the total equity is in compliance with the provisions of Article 9 (4) of the “Administrative Measures”; the number of stocks involved in this incentive plan and the relevant proportion are in compliance with Articles 14 and 15 of the “Administrative Measures” and “Listing” The provisions of Article 8.4.5 of the Rules.

4. The validity period, grant date, vesting arrangement and lock-up period of this incentive plan
After reviewing the relevant provisions of the “Incentive Plan (Draft)” regarding the validity period, grant date, vesting arrangement and lock-up period of this incentive plan, our lawyers believe that the aforementioned provisions are in line with Article 9 (5) and “Administrative Measures”. The provisions of Articles 13, 16, 24, 25, 44 and Article 8.4.6 of the Listing Rules.

5. Grant price of restricted stocks and method of determining grant price
After reviewing the relevant provisions on the grant price of restricted stocks and its determination method in the “Incentive Plan (Draft)”, our lawyers believe that the aforementioned provisions are in line with Article 9 (6) and Article 23 of the “Administrative Measures” Provisions.

6. Granting and vesting conditions of restricted stocks
After reviewing the relevant provisions on the granting and vesting conditions of restricted stocks in the “Incentive Plan (Draft)”, our lawyers believe that the aforementioned provisions are consistent with Articles 7, 8, and Article 9 (7) of the “Administration Measures” , Article 10, Article 11, Article 18 and Article 8.4.6 of the Listing Rules.

7. Implementation procedures for restricted stock incentive plans
After reviewing the relevant provisions on the implementation procedures of this incentive plan in the “Incentive Plan (Draft)”, our lawyers believe that the aforementioned provisions are consistent with the provisions of Article 9 (8) and (11) of the “Administrative Measures”.

8. Adjustment methods and procedures for restricted stock incentive plans
After reviewing the relevant provisions on the adjustment methods and procedures of this incentive plan in the “Incentive Plan (Draft)”, our lawyers believe that the aforementioned provisions are in line with the provisions of Article 9 (9) of the “Administrative Measures”.

9. Accounting treatment of restricted stocks
After reviewing the relevant provisions on the accounting treatment of restricted stocks in the “Incentive Plan (Draft)”, our lawyers believe that the aforementioned provisions are consistent with the provisions of Article 9 (10) of the “Administrative Measures”.

10. Handling of changes in the company/incentive objects
After reviewing the relevant provisions on the handling of changes in the company/incentive objects and dispute resolution in the “Incentive Plan (Draft)”, our lawyers believe that the aforementioned provisions are in line with Article 9 (12) and (10) of the “Administrative Measures”. The provisions of item 3).

11. The respective rights and obligations of the company/incentive recipients
After reviewing the relevant provisions on the respective rights and obligations of the company/incentive objects in the “Incentive Plan (Draft)”, our lawyers believe that the aforementioned provisions are in line with the provisions of Article 9 (14) of the “Administrative Measures”.

There are no violations of relevant laws, regulations, rules and normative documents.

3. Procedures for implementation of this incentive plan
(1) Procedures that have been performed
On April 19, 2024, the 2024 regular meeting of the Remuneration and Assessment Committee of the third board of directors of the company reviewed and approved the “Proposal on the Company’s 2024 Restricted Stock Incentive Plan (Draft)” and its Summary and “On the Company’s 2024 Restrictions” Proposal on the Implementation of Assessment and Management Measures for Sexual Stock Incentive Plans” and other proposals.

On April 19, 2024, the 23rd meeting of the company’s third board of directors reviewed and approved the “Proposal on the Company’s 2024 Restricted Stock Incentive Plan (Draft)” and its Summary, and the “Proposal on the Company’s 2024 Restricted Stock Incentive Plan (Draft)” and its Summary Proposal on the Implementation Assessment and Management Measures for Stock Incentive Plans” and “Proposal on Proposing to the General Meeting of Shareholders to Authorize the Board of Directors to Handle Matters Related to Equity Incentives” and other proposals.

On April 19, 2024, the 22nd meeting of the company’s third board of supervisors reviewed and approved the “Proposal on the Company’s 2024 Restricted Stock Incentive Plan (Draft)” and its Summary, and the “Proposal on the Company’s 2024 Restricted Stock Incentive Plan (Draft)” and its Summary Proposal on the Implementation Assessment and Management Measures for Stock Incentive Plans” and “Proposal on Verification of the List of Partial Incentive Objects for the First Grant of the 2024 Restricted Stock Incentive Plan of Jiangsu Lihua Animal Husbandry Co., Ltd.” and other proposals.

(2) Procedures that still need to be performed
The company shall, before convening the general meeting of shareholders, publicize the names and positions of the incentive targets within the company through the company’s website or other channels. The publicity period shall be no less than 10 days.

The Board of Supervisors will review the incentive list of this incentive plan, fully listen to public opinions, and disclose its review opinions on the list of incentive targets and an explanation of the publicity situation 5 days before the shareholders’ meeting considers this incentive plan.

The company should conduct a self-examination on the insider trading of the company’s stocks and their derivatives within 6 months before the announcement of the “Incentive Plan (Draft)” and explain whether there is insider trading.

When the company convenes a general meeting of shareholders to review this incentive plan, the independent directors shall collect proxy voting rights from all shareholders regarding this incentive plan.

The shareholders’ meeting shall vote on the contents of this incentive plan, and shall be approved by more than 2/3 of the voting rights held by shareholders attending the meeting. Except for the company’s directors, supervisors, senior managers, and shareholders who individually or collectively hold more than 5% of the company’s shares, the voting information of other shareholders shall be counted separately and disclosed. When the company’s general meeting of shareholders deliberates on this incentive plan, shareholders who intend to be the incentive targets or shareholders who are related to the incentive targets should abstain from voting.

After verification, our lawyers believe that the legal procedures performed by the company to implement this incentive plan are in compliance with the relevant provisions of the “Administrative Measures”; the company still needs to continue to perform relevant legal procedures in accordance with the “Administrative Measures” and other provisions and be reviewed and approved by the company’s shareholders’ meeting It can be implemented later.

4. Determination of incentive targets of this incentive plan
(1) Basis for determining incentive targets
According to the “Incentive Plan (Draft)”, our lawyers believe that the basis for determining incentive targets complies with the “Company Law”, “Securities Law” and other laws and regulations, as well as the relevant provisions of Article 8 of the “Administrative Measures”.

(2) Scope of incentive objects
According to the “Incentive Plan (Draft)”, our lawyers believe that the scope of incentive objects complies with the “Company Law”, “Securities Law” and other laws and regulations, as well as the relevant provisions of Article 8 of the “Administrative Measures”.

(3) Verification of incentive objects
According to the “Incentive Plan (Draft)”, after the incentive plan is reviewed and approved by the board of directors, the company will publicize the names and positions of the incentive targets internally for a period of not less than 10 days. The company’s board of supervisors will review the list of incentive targets, fully listen to public opinions, and disclose an explanation of the review and publicity of the list of incentive targets 5 days before the company’s shareholders’ meeting considers the incentive plan. The list of incentive targets adjusted by the company’s board of directors should also be verified by the company’s supervisory board.

After verification, our lawyers believe that the determination of the incentive objects of this incentive plan complies with relevant regulations such as the Company Law, Securities Law, and Management Measures.

5. Information disclosure obligations under this incentive plan
公司董事会审议通过《激励计划（草案）》后，公司按照《管理办法》的规定公告与本激励计划有关的董事会决议、监事会决议、《激励计划（草案）》及其摘要、《考核办法》等document.

After verification, our lawyers believe that as of the date of issuance of this legal opinion, the information disclosure of this incentive plan complies with the provisions of Article 54 of the “Administration Measures”. The company still needs to fulfill its subsequent information disclosure obligations based on the progress of this incentive plan and in accordance with the provisions of the “Company Law”, “Securities Law”, “Administrative Measures”, “Listing Rules” and other laws, regulations, rules and normative documents.

6. The company does not provide financial assistance to the incentive objects
According to the “Incentive Plan (Draft)”, the source of funds for the incentive objects is the self-raised funds of the incentive objects. The company promises not to provide loans or any other form of financial assistance, including loans, for the incentive objects to obtain relevant restricted stocks according to this incentive plan. Provide guarantee.

After verification, our lawyers believe that the company has not provided financial assistance to the incentive objects identified in this incentive plan, which is in compliance with the provisions of paragraph 2 of Article 21 of the “Administration Measures”.

7. The impact of this incentive plan on the interests of the company and all shareholders
According to the “Incentive Plan (Draft)”, the purpose of this incentive plan is “to further improve the company’s long-term incentive mechanism, attract and retain outstanding talents, fully mobilize the enthusiasm of the company’s core team members, and effectively combine the interests of shareholders, the company’s interests and The personal interests of the core team are combined so that all parties focus on the long-term development of the company.”

The “Incentive Plan (Draft)” sets a series of conditions for the grant and vesting of restricted stocks, directly linking the incentive objects with the interests of the company and all shareholders.

The company’s supervisory board has expressed clear opinions on this incentive plan. The company’s supervisory board believes that this incentive plan is conducive to the company’s sustainable development and will not harm the interests of the company and all shareholders.

As mentioned above, the specific contents of this incentive plan comply with the relevant provisions of the “Administrative Measures” and “Listing Rules”, and there is no violation of relevant laws, regulations, rules and normative documents.

and violations of relevant laws, regulations, rules and normative documents.

8. Related directors abstain from voting
After verification, when the 23rd meeting of the company’s third board of directors reviewed relevant proposals for this incentive plan, directors Yu Jian and Wang Haifeng, who were intended to be incentive targets, had abstained from voting, which was in compliance with the provisions of Article 34 of the “Management Measures”.

9. Concluding comments
To sum up, our lawyers believe that as of the date of issuance of this legal opinion, the company meets the conditions for implementing this incentive plan stipulated in the “Administrative Measures”; the content of this incentive plan and the determination of incentive objects are in compliance with the “Administrative Measures”, etc. Regulations; the legal procedures and information disclosure obligations that the company has fulfilled in order to implement this incentive plan are in compliance with the provisions of the “Administration Measures”, and it still needs to continue to perform relevant legal procedures and information disclosure obligations; the company has not provided financial assistance to the incentive objects identified in this incentive plan. ; This incentive plan does not significantly damage the interests of the company and all shareholders or violate relevant laws, regulations, rules and normative documents; the associated directors have abstained from voting; this incentive plan still needs to be submitted to the company’s general meeting of shareholders for review and approval by a special resolution It can be implemented later.

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(This page has no text, but is the signature page of the “Legal Opinion of Beijing Zhonglun Law Firm on the 2024 Restricted Stock Incentive Plan of Jiangsu Lihua Animal Husbandry Co., Ltd.”)

Beijing Zhonglun Law Firm (stamped)

Person in charge: Handling lawyer:
Zhang Xuebing Gu Pingkuan

Handling lawyer:
Liu Yunhao

April 19, 2024

China Finance Network