Delis (002330): Beijing Zhonglun Law Firm’s legal opinion on the repurchase and cancellation of some restricted stocks under the 2021 Restricted Stock Incentive Plan of Shandong Delis Food Co., Ltd. – CFi.CN China Finance Network

Original title: Delis: Beijing Zhonglun Law Firm’s legal opinion on the repurchase and cancellation of some restricted stocks under the 2021 Restricted Stock Incentive Plan of Shandong Delis Food Co., Ltd.

Beijing Zhonglun Law Firm
About Shandong Delis Food Co., Ltd.
2021 Restricted Stock Incentive Plan
Repurchase and cancel some restricted shares
legal opinion

April 2024

Table of contents
1. Approval and authorization of this repurchase…………………………………. …………………………………………. 4
2. Specific circumstances of this repurchase……………………………….. ……………………………………………………….. .6
3. Concluding comments…………………………………. ……………………………………………………….. ………… 7

Beijing Zhonglun Law Firm
About Shandong Delis Food Co., Ltd.
2021 Restricted Stock Incentive Plan
Repurchase and cancel some restricted shares
legal opinion
To: Shandong Delis Food Co., Ltd.
According to the terms and conditions of the Special Legal Service Contract signed by Shandong Delis Food Co., Ltd. (hereinafter referred to as “Delis” or the “Company”) and Beijing Zhonglun Law Firm (hereinafter referred to as the “firm”) As assigned by our firm, our lawyers serve as the special legal counsel on matters related to the company’s 2021 restricted stock incentive plan (hereinafter referred to as the “Incentive Plan” or “the Incentive Plan”), regarding the repurchase and cancellation of some restricted shares by Delis (hereinafter referred to as the “Incentive Plan”). This legal opinion is issued regarding the relevant matters involved (referred to as “this repurchase”).

In order to issue this legal opinion, our lawyers have reviewed the documents and facts related to this repurchase in accordance with the provisions of relevant laws, administrative regulations, normative documents and the requirements of our business rules, and based on the principles of prudence and importance. Verified and verified.

Regarding this legal opinion, our lawyers make the following statement:
1. During the course of work, the lawyers of our firm have obtained the guarantee from Delis: that is, the company has provided the lawyers of our firm with the original written materials, copies of materials and oral testimony that our lawyers believe are necessary for the preparation of legal opinions. The documents and materials provided are true, complete and valid, and there are no concealments, falsehoods or major omissions.

2. Our lawyers rely on the facts that have occurred or existed before the date of issuance of this legal opinion and the Company Law of the People’s Republic of China (hereinafter referred to as the “Company Law”) and the Securities Law of the People’s Republic of China (hereinafter referred to as the “Securities Law”). Issue legal opinions on current national laws, regulations, normative documents and relevant provisions of the China Securities Regulatory Commission.

3. For the facts that are crucial to this legal opinion and cannot be supported by independent evidence, our lawyers rely on supporting documents issued by relevant government departments, Delis or other relevant units and publicly available information from the competent authorities. The basis for this legal opinion.

4. The firm and its handling lawyers have conducted legal proceedings in accordance with the provisions of the Securities Law, the Administrative Measures for Law Firms Engaging in Securities Legal Business and the Rules for the Practice of Securities Legal Business of Law Firms (Trial) and before the date of issuance of this legal opinion. Regarding the facts that occurred or existed, we have strictly performed our statutory duties, followed the principles of diligence and good faith, and conducted sufficient verification and verification to ensure that the facts identified in this legal opinion are true, accurate, and complete, and the concluding opinions expressed are legal. , accurate, without false records, misleading statements or major omissions, and shall bear corresponding legal liability.

5. This legal opinion only expresses legal opinions on legal issues in China related to the repurchase of the incentive plan. Our firm and the handling lawyers do not have the appropriate qualifications to express professional opinions on relevant accounting, auditing and other professional matters. When this legal opinion involves accounting, auditing matters, etc., it is quoted strictly in accordance with the professional documents issued by the relevant intermediaries and Delis’ instructions.

6. Our lawyers agree to regard this legal opinion as a necessary legal document for this repurchase of Delis Incentive Plan.

7. This legal opinion is only for the purpose of this repurchase of Delis Incentive Plan and shall not be used for any other purpose.

According to the “Company Law”, “Securities Law”, “Measures for the Administration of Equity Incentives of Listed Companies” (China Securities Regulatory Commission Order No. 148) (hereinafter referred to as the “Management Measures”) and other laws, regulations, normative documents and “Shandong Delis” Articles of Association of Food Co., Ltd. (hereinafter referred to as the “Articles of Association”), “Shandong Delis Food Co., Ltd. 2021 Restricted Stock Incentive Plan (Revised Draft)” (hereinafter referred to as the “Incentive Plan (Revised Draft)”) and its summary, “Shandong Delis Food Co., Ltd. 2021 Restricted Stock Incentive Plan Implementation Assessment and Management Measures (Revised Draft)” (hereinafter referred to as the “Assessment Measures (Revised Draft)”) and other relevant regulations, regarding the company’s repurchase The following legal opinions are issued on relevant matters:
1. Approval and authorization of this repurchase
(1) On April 19, 2021, the ninth meeting of the company’s fifth board of directors reviewed and approved the “Proposal on the 2021 Restricted Stock Incentive Plan (Draft) of Shandong Delis Food Co., Ltd.” and its summary. Regarding the “Proposal on the Implementation Assessment and Management Measures for the 2021 Restricted Stock Incentive Plan of Shandong Delis Food Co., Ltd.” and other proposals, the eighth meeting of the company’s fifth supervisory board reviewed and approved the aforementioned proposals.

The company’s independent directors expressed independent opinions.

(2) From April 20, 2021 to April 30, 2021, the name and position of the incentive object awarded by this incentive plan for the first time were confirmed through the Juchao Information Network (http://www.cninfo.com.cn) and the company’s internal OA system and public notice board. As of the expiration of the publicity period, the company’s Board of Supervisors has not received any objections related to the intended incentives of this incentive plan. On May 6, 2021, the company disclosed the “Explanation and Verification Opinions of the Board of Supervisors on the Disclosure of the List of Incentive Objects of the Company’s 2021 Restricted Stock Incentive Plan”.

(3) On May 10, 2021, the company’s 2020 annual shareholders’ meeting reviewed and approved the “Proposal on the 2021 Restricted Stock Incentive Plan (Draft) of Shandong Delis Food Co., Ltd.” and its summary, and the “Proposal on Shandong Delis Food Co., Ltd. Proposal on the Implementation Assessment and Management Measures for the 2021 Restricted Stock Incentive Plan of Delis Food Co., Ltd. “Proposal on Authorizing the Board of Directors to Handle Matters Related to the 2021 Restricted Stock Incentive Plan”. On May 11, 2021, the company disclosed the “Self-examination Report on the Purchase and Sale of Company Stocks by Insiders and Incentive Targets of the 2021 Restricted Stock Incentive Plan.”

(4) On June 16, 2021, the 11th meeting of the company’s fifth board of directors reviewed and approved the “Proposal on Adjusting the List of Initial Grant Incentive Objects and the Number of Initial Grants under the 2021 Restricted Stock Incentive Plan” and the “Proposal on Adjusting the Restricted Stock Incentive Plan to 2021” “Proposal on the First Grant of Restricted Stocks to the Incentive Objects of the Sexual Stock Incentive Plan”. The tenth meeting of the company’s fifth session of the Supervisory Board reviewed and approved the aforementioned motion. The Supervisory Board verified the list of incentive objects to which restricted stocks were granted for the first time. The company’s independent directors expressed independent opinions. On June 28, 2021, the company disclosed the “Announcement on the Completion of Registration for the First Grant of the 2021 Restricted Stock Incentive Plan”.

(5) On April 20, 2022, the 19th meeting of the company’s fifth board of directors reviewed and approved the “Proposal on Adjusting the Performance Assessment Indicators of the 2021 Restricted Stock Incentive Plan” and the “Proposal on the Repurchase and Cancellation of Part of the Equity Incentive Restricted Stocks” “Proposal” and other proposals, the 16th meeting of the company’s fifth session of the Supervisory Board reviewed and approved the aforementioned proposals. The company’s independent directors expressed independent opinions. On May 11, 2022, the company’s 2021 annual shareholders’ meeting reviewed and approved the aforementioned motion. On June 17, 2022, the company disclosed the “Announcement on the Completion of the Repurchase and Cancellation of Partial Restricted Stocks”.

(6) On April 27, 2022, the 20th meeting of the company’s fifth board of directors reviewed and approved the “Proposal on Granting Reserved Partial Restricted Stocks to Incentive Objects”, and the 17th meeting of the company’s fifth board of supervisors reviewed and approved The aforementioned motion. The company’s independent directors expressed independent opinions. On June 7, 2022, the company disclosed the “Announcement on the Completion of Registration for the Reserved Part of the 2021 Restricted Stock Incentive Plan”.

(7) On August 19, 2022, the 21st meeting of the company’s fifth board of directors reviewed and approved the “Proposal on the Repurchase and Cancellation of Partial Equity Incentive Restricted Stocks”, and the 18th meeting of the company’s fifth board of supervisors reviewed and approved The aforementioned motion. The company’s independent directors expressed independent opinions. On September 5, 2022, the company’s second extraordinary general meeting of shareholders in 2022 reviewed and approved the aforementioned motion. On September 28, 2022, the company disclosed the “Announcement on the Completion of the Repurchase and Cancellation of Partial Restricted Stocks”.

(8) On April 18, 2023, the 24th meeting of the company’s fifth board of directors reviewed and approved the “Proposal on the Repurchase and Cancellation of Partial Equity Incentive Restricted Stocks”, and the 21st meeting of the company’s fifth board of supervisors reviewed and approved Pass the aforementioned motion. The company’s independent directors expressed independent opinions. On May 19, 2023, the company’s 2022 annual shareholders’ meeting reviewed and approved the aforementioned proposal. On August 19, 2023, the company disclosed the “Announcement on the Completion of the Repurchase and Cancellation of Partial Restricted Stocks”.

(9) On April 23, 2024, the fifth meeting of the company’s sixth board of directors reviewed and approved the “Proposal on the Repurchase and Cancellation of Part of Equity Incentive Restricted Stocks”, and the fifth meeting of the company’s sixth board of supervisors reviewed and approved the aforementioned motion.

After verification, our lawyers believe that as of the date of issuance of this legal opinion, the company has obtained the necessary authorization and approval for this repurchase at this stage, and complies with the relevant provisions of the “Management Measures” and “Incentive Plan (Revised Draft)” ; This repurchase still needs to be reviewed and approved by the company’s shareholders’ meeting; the company has yet to fulfill corresponding information disclosure obligations; at the same time, because this repurchase will lead to a reduction in the company’s registered capital, the company still needs to comply with the provisions of the “Company Law” Relevant regulations and corresponding capital reduction procedures shall be implemented.

2. Details of this repurchase
(1) The reason and quantity of this repurchase
According to the resolution of the fifth meeting of the company’s sixth board of directors, the reasons and amounts for this repurchase are as follows: 1. The performance assessment indicators for the third lifting period of the initial grant part set in the “Incentive Plan (Revised Draft)” , the performance assessment indicator for the second unlocking period of the reserved grant part is “taking 2020 as the base year, the growth rate of operating income in 2023 shall not be less than 100%, or the growth rate of net profit shall not be less than 80%”, according to the Dahua Examination Certificate issued by Hua Accounting Firm (Special General Partnership)[2024]No. 0011015360 “Audit Report”, the aforementioned performance assessment indicators have not been achieved, the company will repurchase and cancel a total of 657,150 restricted shares of 85 incentive targets who do not meet the conditions for lifting sales restrictions (including: 84 first-time grants, a total of 597,150 shares; reserved Partial grant to 1 person, totaling 60,000 shares). The repurchase price is uniformly based on the grant price plus interest calculated based on bank deposit interest rates for the same period.

2. Since the two original incentive targets have resigned and no longer meet the conditions for incentive targets, the company repurchased and canceled a total of 16,500 restricted shares that had been granted but had not been released from sale. The repurchase price was calculated based on the grant price.

3. Since one of the original incentive targets has retired and no longer meets the conditions for the incentive targets, the company has repurchased and canceled a total of 900 restricted shares that have been granted but have not yet been released from sale. The repurchase price is based on the grant price plus the bank’s Interest calculated based on the deposit rate for the same period.

In summary, the total number of restricted shares that the company intends to repurchase and cancel is 674,550 shares.

(2) The price of this repurchase
According to the provisions of the “Incentive Plan (Revised Draft)”, if after the restricted stock is granted, the company converts capital reserves into share capital, distributes stock dividends or allots shares, etc., the company shall award the incentive objects at the adjusted price. Repurchased restricted stocks that have not yet been released from sale restrictions and other company stocks obtained based on these restricted stocks. The repurchase price after dividend payment is calculated based on “P=P-V”, where P0
is the grant price after adjustment, P is the grant price before adjustment; V is the dividend amount per share.

0
According to the company’s implementation of equity distribution in 2020 and 2021 and the above-mentioned adjustment methods, the repurchase price of some restricted shares granted for the first time after adjustment under this incentive plan is 2.90 yuan/share (rounded to two decimal places); some restricted shares are reserved The repurchase price is 4.35 yuan/share (rounded to two decimal places), and the total repurchase amount is 2,081,321.23 yuan.

(3) Source of funds for this repurchase
The company’s source of funds for the repurchase of restricted shares is the company’s own funds.

After verification, our lawyers believe that as of the date of issuance of this legal opinion, the reasons, quantity, price determination and funding sources for this repurchase comply with the relevant provisions of the “Incentive Plan (Revised Draft)”.

3. Conclusions
In summary, our lawyers believe that as of the date of issuance of this legal opinion:
The company has obtained the necessary authorization and approval for this repurchase at this stage. The reason, quantity, price determination and source of funds for this repurchase are in compliance with the “Administrative Measures” and other laws and regulations as well as the “Incentive Plan (Revised Draft)” Regulations. This repurchase still needs to be reviewed and approved by the company’s general meeting of shareholders; the company still needs to fulfill the corresponding information disclosure obligations; at the same time, because this repurchase will lead to a reduction in the company’s registered capital, the company still needs to comply with the relevant provisions of the “Company Law” Provide for the implementation of corresponding capital reduction procedures.

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