Legal Opinion
Beijing Deheng (Hangzhou) Law Offices
Regarding the Matters of Repurchase and Cancellation of Restricted Shares under Mars Company's 2023 Restricted Stock Incentive Plan
Deheng 12F20220762
To: Mars Company Limited
Beijing Deheng (Hangzhou) Law Offices has been appointed as the special legal counsel by Mars Company for the implementation of the restricted stock incentive plan. This legal opinion is hereby issued in accordance with the "Company Law," "Securities Law," "Management Measures," and other relevant laws, regulations, and normative documents regarding the equity incentive matters of Mars Company.
In order to issue this legal opinion, the lawyers of our firm make the following statements:
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The lawyers of our firm undertake to issue legal opinions based on facts that have occurred or existed prior to the issuance date of this legal opinion, related to this incentive plan, based on the documents provided by Mars Company and in accordance with current Chinese laws, regulations, and the relevant regulations of the China Securities Regulatory Commission.
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Our firm has received assurances from Mars Company that all legal documents and materials provided (including original written materials, copies, or oral statements) are complete, true, and valid, and that all facts have been disclosed to the lawyers of our firm without any concealment, omission, falsehood, or misrepresentation. All copies are consistent with their originals, and all signatures and seals on the documents and materials are genuine. The firm has been provided with all factual materials necessary for issuing this legal opinion.
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In order to issue this legal opinion, the lawyers of our firm have reviewed the relevant matters involved in this incentive plan, examined the documents that the lawyers of our firm deem necessary for issuing this legal opinion, and conducted necessary investigations and verifications on relevant issues.
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For facts that are crucial to this legal opinion but cannot be independently verified, the lawyers of our firm will issue legal opinions based on certificates, testimonies, or copies of documents issued or provided by relevant government departments, other relevant units, or relevant individuals.
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This legal opinion is for the sole purpose of Mars Company's incentive plan. It may not be used for any other purpose without the written permission of our firm.
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The lawyers of our firm agree that this legal opinion will be disclosed as one of the relevant documents of this incentive plan, along with other materials, and will bear legal responsibility for the opinions expressed herein in accordance with the law.
The lawyers of our firm issue this legal opinion in accordance with the requirements of current laws and regulations, and in accordance with the generally accepted business standards, ethical norms, and the spirit of diligence and responsibility of the legal profession.
Main Text
I. Approval and Implementation of the Current Equity Incentive Plan
(1) On January 3, 2023, the company held the fifth meeting of the third Board of Directors, which deliberated and approved the "Proposal on the Proposal and Summary of Mars Company's 2023 Restricted Stock Incentive Plan," the "Proposal on the Implementation and Assessment Measures for Mars Company's 2023 Restricted Stock Incentive Plan," and the "Proposal on Authorizing the Board of Directors to Handle Matters Related to Mars Company's 2023 Restricted Stock Incentive Plan," and other proposals related to this incentive plan. Among them, Huang Jinbiao, Mao Weiping, Yang Gen, and Huang Ankuai, who are incentive recipients of this incentive plan, are directors of the company. These four individuals abstained from voting as related directors. On the same day, the company's independent directors issued the "Independent Directors' Opinions on Matters Related to the Fifth Meeting of the Third Board of Directors."