Guohao law firm (Shenzhen)
about
Legal opinion on the 2022 restricted stock incentive plan (Draft)
Floors 24, 31, 41 and 42, special zone newspaper building, 6008 Shennan Avenue, Shenzhen zip code: 518034
24 / F, 31 / F, 41F, 42F, tequbaoye building, 6008 shennanavenue, Shenzhen, Guangdong Province 518034, China Tel: (+ 86) (755) 8351 5666 fax / Fax: (+ 86) (755) 8351 5333
Website: http://www.grandall.com.cn.
February, 2002
Guohao law firm (Shenzhen)
About Malion New Materials Co.Ltd(300586)
2022 restricted stock incentive plan (Draft)
Legal opinion
No.: GLG / SZ / a2457 / FY / 2022-056 to: Malion New Materials Co.Ltd(300586)
Guohao law firm (Shenzhen) (hereinafter referred to as “the firm”) has accepted the entrustment of Malion New Materials Co.Ltd(300586) (hereinafter referred to as ” Malion New Materials Co.Ltd(300586) ” or “the company”) to act as the special legal adviser of the company’s restricted stock incentive plan in 2022 (hereinafter referred to as “the incentive plan” or “the incentive plan” or “the plan”). In accordance with 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”) The measures for the administration of equity incentive of listed companies (hereinafter referred to as the “measures”) and the guide for business handling of companies listed on the gem No. 5 – equity incentive (hereinafter referred to as the “business guide”) issued by the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”) In accordance with the provisions of relevant laws, regulations and normative documents such as the self regulatory guide No. 1 – business handling of companies listed on the gem of Shenzhen Stock Exchange (hereinafter referred to as the “regulatory guide”), the relevant documents provided by the company have been verified and verified in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, Issue this legal opinion for the company’s incentive plan.
In order to issue this legal opinion, our lawyer hereby makes the following statement:
1、 In accordance with the provisions of the company law, the securities law, the administrative measures and other regulations and the facts that have occurred or exist before the date of issuance of this legal opinion, the office and the handling lawyers have strictly performed their statutory duties, followed the principles of diligence and good faith, and fully verified the legality and compliance of the company’s incentive plan, Guarantee that this legal opinion is free from false records, misleading statements and major omissions.
2、 Our lawyer agrees to take this legal opinion as a necessary legal document for the company’s incentive plan, report it together with other materials, and bear legal responsibility for the legal opinion issued in accordance with the law. Our lawyers agree that the company may quote the relevant contents of this legal opinion in the relevant documents prepared for the implementation of this incentive plan, but when the company makes the above quotation, it shall not cause legal ambiguity or misinterpretation due to the quotation. Our lawyers have the right to review and confirm the corresponding contents of the above relevant documents again.
3、 In order to issue this legal opinion, the company has guaranteed to provide the lawyers of the firm with the original written materials, copies or oral testimony that are true and effective and necessary for issuing this legal opinion. The signatures and / or seals on the relevant materials are true and effective, and the relevant copies or copies are consistent with the original materials or originals, There are no false contents and major omissions.
4、 For the fact that this legal opinion is very important and cannot be supported by independent evidence, the exchange relies on the statements or supporting documents issued by relevant government departments, companies or other relevant units to make judgments.
5、 Our lawyers only express opinions on legal issues related to the company’s incentive plan, but do not express opinions on the rationality of the underlying stock value, assessment standards and other non legal professional matters involved in the company’s incentive plan, such as accounting, finance and so on. The quotation of relevant financial data or conclusions in this legal opinion does not mean that the exchange makes any express or implied guarantee for the authenticity and accuracy of these data or conclusions. The institute does not have the appropriate qualification to verify and evaluate such data and conclusions.
This legal opinion is only for the purpose of the company’s incentive plan and shall not be used for any other purpose. Our lawyers have verified and verified the relevant documents and facts provided by the company in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, and now issue the following legal opinions:
catalogue
interpretation…… 4 I. subject qualification of this incentive plan 6 II. Legality and compliance of this incentive plan 7 III. legal procedures to be performed by the incentive plan 17 IV. determination of incentive objects of the incentive plan 19 v. information disclosure obligations involved in this incentive plan Vi. the company did not provide financial assistance for the incentive objects of the incentive plan 21 VII. Impact of the incentive plan on the interests of the company and all shareholders 21 VIII. Avoidance voting of affiliated Directors 22 IX. concluding comments twenty-two
interpretation
Unless otherwise specified, the relevant words in this legal opinion have the following specific meanings:
Abbreviation refers to the full name
Malion New Materials Co.Ltd(300586) . The company refers to Malion New Materials Co.Ltd(300586) this incentive plan, this refers to the incentive plan of Malion New Materials Co.Ltd(300586) 2022 restricted stock incentive plan, this plan restricted stock, and the second refers to the company’s shares obtained and registered by the restricted stock after meeting the corresponding attribution conditions
Restricted stock incentive refers to the Malion New Materials Co.Ltd(300586) 2022 restricted stock incentive plan (draft incentive plan)
In accordance with the provisions of this incentive plan, the directors, senior managers, core managers and core technical (business) personnel of the company that obtains restricted shares (including branches and stock holding subsidiaries of the incentive object)
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
The grant price refers to the price of each restricted stock granted by the company to the incentive object
The restricted sale period refers to the period during which the restricted shares granted to the incentive object under the incentive plan are prohibited from being transferred, used for guarantee and debt repayment
The term of validity refers to the period from the date when the registration of the first grant of restricted shares is completed to the date when all the restricted shares granted to the incentive object are lifted or repurchased
The period of lifting the restriction on sales refers to the period during which the restricted shares held by the incentive object can be lifted and listed for circulation after the conditions for lifting the restriction on sales specified in the incentive plan are met
The conditions for lifting the restriction on sale refer to the conditions that must be met for the restricted shares obtained by the incentive object to be lifted according to the incentive plan
Company Law refers to the company law of the people’s Republic of China
Securities Law refers to 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 Shenzhen Stock Exchange GEM Listing Rules (revised in December 2020)
Business guide refers to the guide for business handling of GEM listed companies No. 5 – equity incentive
Regulatory guidelines, self regulatory guidelines for companies listed on the growth enterprise market of Shenzhen Stock Exchange No. 1 – business handling
Articles of association means the Malion New Materials Co.Ltd(300586) articles of association
CSRC refers to the China Securities Regulatory Commission
Stock exchange refers to Shenzhen Stock Exchange
This office refers to Guohao law firm (Shenzhen)
The lawyer of the firm refers to the handling lawyer appointed by the firm for the incentive plan, that is, the lawyer who signs in the column of “handling lawyer” on the signature page of this legal opinion
This legal opinion refers to the legal opinion of Guohao law firm (Shenzhen) on the 2022 restricted stock incentive plan (Draft) of Guangdong Malion New Materials Co.Ltd(300586) Materials Co., Ltd. issued by the exchange
Yuan and 10000 yuan refer to RMB yuan and 10000 yuan
Note: if the total number in this legal opinion is inconsistent with the mantissa of the sum of the sub item values, it is caused by rounding.
Text
1、 Subject qualification of this incentive plan
(I) the company is legally established and validly exists
1. The company is a joint stock limited company established by Guangdong Malion New Materials Co.Ltd(300586) Material Technology Co., Ltd. on October 26, 2012.
2. After the examination and approval of Shenzhen Stock Exchange, the reply on the approval of Malion New Materials Co.Ltd(300586) initial public offering (zjxk [2016] No. 2865) of China Securities Regulatory Commission, and the notice on the listing of Malion New Materials Co.Ltd(300586) RMB common shares in the long night Edition (SZS [2016] No. 1002) of Shenzhen stock exchange, The company’s shares were listed on the gem of Shenzhen Stock Exchange on January 4, 2017. The stock is abbreviated as ” Malion New Materials Co.Ltd(300586) ” and the stock code is 300586.
3. After verification by our lawyers, the company now holds the business license with the unified social credit code of 91440500723817938w issued by Shantou market supervision and administration on December 15, 2021. As of the date of issuance of the basic legal opinion of the company, as shown in the following table:
Name Malion New Materials Co.Ltd(300586)
Address: No. 1, Meilian Road, Shantou
Legal representative: Huang Weishan
Unified social credit code 91440500723817938w
The registered capital is 5244727700 yuan
Company type: joint stock limited company (listed, natural person investment or holding)
Plastic products manufacturing; Sales of plastic products; Manufacturing of engineering plastics and synthetic resin; Sales of engineering plastics and synthetic resin; Manufacturing of special chemical products (excluding hazardous chemicals); Sales of special chemical products (excluding hazardous chemicals); Production of chemical products (excluding licensed chemical products); Sales of chemical products (excluding licensed chemical products); The industrial business scope is made of textile products; Sales of industrial textile products; General cargo warehousing services (excluding hazardous chemicals and other items requiring approval); Road cargo transportation by ordinary freight vehicles with a total mass of 4.5 tons or less (except network freight and dangerous goods); Import and export of goods and technology. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
Date of establishment: June 20, 2000
Long term business term
According to the verification of our lawyers, as of the date of issuance of this legal opinion, the company has not been terminated in accordance with laws, regulations, normative documents and the articles of association.
(II) the company does not have the situation that equity incentive is not allowed according to Article 7 of the management measures
According to the audit report (hxsz [2021] No. 21001080031) issued by Huaxing Certified Public Accountants (special general partnership) on April 26, 2021, the announcement issued by the company and the written confirmation issued by the company, and verified by our lawyers, as of the date of issuance of this legal opinion, the company does not have the following circumstances that equity incentive shall not be implemented as stipulated in Article 7 of the administrative measures:
(1) 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;
(2) 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;
