Address: 7th-8th floor, poly center, Ganjiang North Avenue, Nanchang, Jiangxi, China
Fax: (898691) 1280791
website: http://www.huabanglawyer.cn.
Post code: 330038
Jiangxi Huabang law firm
On the adjustment of relevant matters of Jiangxi Wannianqing Cement Co.Ltd(000789) 2022 stock option incentive plan
Legal opinion
Huabang Yizi (2022) No. 92
Jiangxi Huabang law firm
February, 2002
Jiangxi Huabang law firm
About Jiangxi Wannianqing Cement Co.Ltd(000789)
Adjustment of relevant matters of stock option incentive plan in 2022
Legal opinion
To: Jiangxi Wannianqing Cement Co.Ltd(000789)
Jiangxi Huabang law firm (hereinafter referred to as "the firm") has accepted the entrustment of Jiangxi Wannianqing Cement Co.Ltd(000789) (hereinafter referred to as "the company") to act as the special legal adviser of the company's "2022 stock option incentive plan" (hereinafter referred to as "the incentive plan"), which has been in accordance with the company law of the people's Republic of China (hereinafter referred to as "the company law") Securities Law of the people's Republic of China (hereinafter referred to as "Securities Law") The measures for the administration of equity incentive of listed companies (hereinafter referred to as the "measures") and the Trial Measures for the implementation of equity incentive by state-controlled listed companies (within China) (hereinafter referred to as the "Trial Measures") issued by the China Securities Regulatory Commission (hereinafter referred to as the "CSRC") The notice on issues related to regulating the implementation of equity incentive system by state-controlled listed companies (hereinafter referred to as the "normative notice") and other relevant regulations issued the legal opinion of Jiangxi Huabang law firm on Jiangxi Wannianqing Cement Co.Ltd(000789) 2022 stock option incentive plan (hereinafter referred to as the "original legal opinion"), This legal opinion is hereby issued for matters related to the adjustment of this incentive plan (hereinafter referred to as "this adjustment").
In order to issue this legal opinion, our lawyers have checked and verified the relevant procedures and legal documents related to the performance of this adjustment.
The matters stated by our lawyers in the original legal opinion are also applicable to this legal opinion. Unless otherwise specified, the terms and abbreviations used in this legal opinion have the same meanings as those in the original legal opinion.
Based on the above, our lawyers now issue the following legal opinions:
1、 Relevant procedures for this adjustment
According to the meeting documents of the board of directors, opinions of independent directors, meeting documents of the board of supervisors and other documents provided by the company, the legal procedures performed by the company for this adjustment are as follows:
1. On February 8, 2022, the company held the third interim meeting of the ninth board of directors, deliberated and adopted the proposal of Jiangxi Wannianqing Cement Co.Ltd(000789) 2022 stock option incentive plan (Revised Draft) and its summary.
2. On February 8, 2022, the independent directors of the company expressed independent opinions on the 2022 stock option incentive plan (Revised Draft) and its abstract, believing that the implementation of the equity incentive plan by the company is conducive to further improving the corporate governance structure, improving the corporate incentive mechanism, and enhancing the sense of responsibility and mission of the company's management team and business backbone to realize the sustainable and healthy development of the company, It is conducive to the sustainable development of the company and will not damage the interests of the company and all shareholders. Therefore, it is agreed that the company will implement the stock option incentive plan and submit the proposal on and its summary to the general meeting of shareholders for deliberation.
3. On February 8, 2022, the company held the third interim meeting of the ninth board of supervisors, deliberated and approved the proposal on Jiangxi Wannianqing Cement Co.Ltd(000789) 2022 stock option incentive plan (Revised Draft) and its summary and the proposal on verifying the list of incentive objects of the company's 2022 stock option incentive plan (after adjustment), and issued clear opinions.
To sum up, the relevant laws and regulations of the company have been adjusted and the relevant management procedures of the company have been complied with.
2、 Matters related to the adjustment of the incentive plan
(I) reasons for this adjustment
According to the company's instructions, before the grant of stock options, one of the incentive objects of the incentive plan no longer meets the conditions to become an incentive object due to personal reasons and is no longer qualified to become an incentive object. At the same time, four new incentive objects are added. The new incentive objects comply with the relevant provisions of the administrative measures and other laws and regulations, The company will adjust the list of incentive objects and the number of stock options.
(II) contents of this adjustment
According to the documents of the third interim meeting of the ninth board of directors of the company, the specific conditions of this adjustment are as follows:
Share of granted equity of granted stock options
Name number of positions (10000 copies) proportion of total grant amount to total share capital of the company
Sun Lin, deputy general manager 7.00 0.88% 0.009%
Han Yong, Secretary of Discipline Inspection Commission 7.00 0.88% 0.009%
Peng Renhong, Secretary of the board of directors and general manager 7.00 0.88% 0.009%
accountant
Xiong Hannan, deputy general manager 7.00 0.88% 0.009%
Key personnel (243 persons) 766.00 96.48% 0.960%
Total (247 persons) 794.00 100.00% 0.996%
Note: 1. The incentive objects of this stock option incentive plan have not participated in the equity incentive plans of two or more listed companies, and there are no major shareholders or actual controllers holding more than 5% of the company's equity and their spouses, parents and children among the incentive objects.
2. The shares of the company granted to any incentive object through all effective equity incentive plans shall not exceed 1% of the total share capital of the company.
3. The equity grant value of senior managers shall be uniformly determined by domestic and foreign listed companies at no more than 40% of the total salary level (including the equity grant value) at the time of grant. The equity grant value of management, technology, business backbone and other incentive objects shall be reasonably determined by the board of directors of listed companies.
4. If the total number in the above table is inconsistent with the mantissa of the sum of the sub item values, it is caused by rounding.
The total number of incentive objects granted stock options this time was adjusted from 244 to 247, and the number of stock options granted was adjusted from 7.85 million to 7.94 million.
In conclusion, our lawyers believe that the relevant matters of the company's adjustment comply with the relevant provisions of the management measures and other laws and regulations.
3、 Concluding observations
To sum up, our lawyers believe that the company has fulfilled the necessary relevant procedures at this stage for this adjustment; Legal procedures such as publicity and deliberation at the general meeting of shareholders need to be performed in accordance with relevant regulations. This adjustment can only be implemented after being deliberated and approved by the general meeting of shareholders of the company.
(there is no text on this page, which is the signature page of the legal opinion of Jiangxi Huabang law firm on the adjustment of relevant matters of Jiangxi Wannianqing Cement Co.Ltd(000789) 2022 stock option incentive plan)
Jiangxi Huabang law firm (seal) handling lawyer (signature):
Zhou Zhen
Deng Ying
February 8, 2022
