Shanghai Junlan law firm
about
First grant of restricted stock incentive plan in 2021
of
Legal opinion
February, 2002
About Shanghai Baolijia Chemical Co.Ltd(301037)
First grant of restricted stock incentive plan in 2021
Legal opinion
To: Shanghai Baolijia Chemical Co.Ltd(301037)
Shanghai Junlan law firm (hereinafter referred to as “the firm”) accepts the entrustment of Shanghai Baolijia Chemical Co.Ltd(301037) (hereinafter referred to as “the company” or ” Shanghai Baolijia Chemical Co.Ltd(301037) “), According to the measures for the administration of equity incentive of listed companies (hereinafter referred to as the “administrative measures”), the Listing Rules of GEM stocks of Shenzhen Stock Exchange (hereinafter referred to as the “Listing Rules”), the self regulatory guide No. 1 – business handling of listed companies of Shenzhen Stock Exchange (hereinafter referred to as the “regulatory guide”) Shanghai Baolijia Chemical Co.Ltd(301037) In accordance with the provisions of the restricted stock incentive plan in 2021 (hereinafter referred to as the “incentive plan” or “this incentive plan”), this legal opinion is issued on matters related to the first grant of Shanghai Baolijia Chemical Co.Ltd(301037) this incentive plan (hereinafter referred to as “this grant”).
The legal opinion of the lawyer is as follows:
(I) in accordance with the securities law of the people’s Republic of China, the measures for the administration of law firms engaging in securities legal business, the rules for the practice of securities legal business of law firms (for Trial Implementation) and other provisions, as well as the facts that have occurred or exist before the date of issuance of this legal opinion, our lawyers have strictly performed their statutory duties and followed the principles of diligence and good faith, Sufficient verification and verification have been carried out to ensure that the facts identified in this legal opinion are true, accurate and complete, the concluding opinions issued are legal and accurate, and there are no false records, misleading statements or major omissions, and bear corresponding legal liabilities.
(II) we have obtained Shanghai Baolijia Chemical Co.Ltd(301037) the following guarantee: Shanghai Baolijia Chemical Co.Ltd(301037) has provided our lawyers with all documents necessary for issuing this legal opinion. All documents are true, complete, legal and valid. Copies or copies of all documents are consistent with the original or the original, and the signatures and seals on all documents are true; And all facts and documents sufficient to affect the legal judgment made by our lawyers have been disclosed without any concealment, misleading or omission.
(III) the exchange only expresses opinions on the relevant legal matters granted by the company this time, but does not express opinions on the rationality of the subject equity value, assessment standards and other professional matters involved in the company’s grant this time, as well as accounting, auditing and other professional matters. The exchange and the handling lawyer do not have the legal qualification to check and judge these professional matters. The statements and data related to such professional matters or the references to the contents of professional reports such as accounting reports and audit reports in this legal opinion by the firm and the handling lawyer do not mean that the firm and the handling lawyer make any express or implied guarantee for the authenticity and effectiveness of these references.
This legal opinion is only for the purpose of this grant and shall not be used for any other purpose.
Our lawyer agrees to disclose this legal opinion to the public together with other materials as the necessary legal document for Shanghai Baolijia Chemical Co.Ltd(301037) this grant, and bear the responsibility for the legal opinion issued according to law.
In accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, and on the basis of full verification and verification of the relevant documents and facts provided by the company, our lawyers issued the following legal opinions: I. the approval and authorization granted this time
On December 30, 2021, The fourth meeting of the third board of directors of the company deliberated and adopted the proposal on and its summary, the proposal on < Shanghai Baolijia Chemical Co.Ltd(301037) 2021 restricted stock incentive plan implementation assessment management measures, the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company's equity incentive plan, and Proposal on convening the first extraordinary general meeting of shareholders in 2022, etc. On the same day, the independent directors of the company expressed their independent opinions on agreeing to implement the equity incentive plan.
On December 30, 2021, The fourth meeting of the third board of supervisors of the company deliberated and approved the proposal on and its summary, the proposal on < Shanghai Baolijia Chemical Co.Ltd(301037) 2021 restricted stock incentive plan implementation assessment management measures ", and the proposal on verifying the list of incentive objects first granted by < Shanghai Baolijia Chemical Co.Ltd(301037) 2021 restricted stock incentive plan.
On January 17, 2022, The first extraordinary general meeting of the company in 2022 deliberated and approved the proposal on and its summary, the proposal on , and the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company’s equity incentive plan.
On February 8, 2022, the sixth meeting of the third board of directors and the fifth meeting of the third board of supervisors deliberated and adopted the proposal on granting restricted shares to the incentive objects of the restricted stock incentive plan in 2021 for the first time. On the same day, the independent directors of the company expressed their independent opinions.
Our lawyers believe that according to the authorization of the first extraordinary general meeting of shareholders in 2022 to the board of directors, as of the date of issuance of this legal opinion, this authorization has obtained the necessary approval and authorization at this stage, which is in line with the relevant provisions of the administrative measures, the Listing Rules, the regulatory guide and the incentive plan.
2、 Status of this grant
(I) quantity, price and number of people granted this time
According to the authorization given to the board of directors by the company’s first extraordinary general meeting in 2022, the proposal on granting restricted shares to the incentive objects of the restricted stock incentive plan in 2021 was deliberated and adopted at the sixth meeting of the third board of directors and the fifth meeting of the third board of supervisors. The company plans to grant 1587500 restricted shares to 45 incentive objects, Among them, 1222700 class I restricted shares and 364800 class II restricted shares were granted for the first time.
(II) determination of grant date
According to the authorization given to the board of directors by the company’s first extraordinary general meeting in 2022, the proposal on granting restricted shares to the incentive objects of the 2021 restricted stock incentive plan was deliberated and adopted at the sixth meeting of the third board of directors, and February 8, 2022 was determined as the grant date of the incentive plan.
According to the announcement of the company and the verification of the lawyers of the firm, the grant date determined by the board of directors of the company is the trading day and is not in the following periods:
(1) Within 30 days before the announcement of the company’s periodic report, if the announcement date of the periodic report is delayed due to special reasons, it shall be calculated from 30 days before the original scheduled announcement date to 1 day before the announcement;
(2) Within 10 days before the announcement of the company’s performance forecast and performance express;
(3) From the date of major events that may have a great impact on the trading price of the company’s shares and their derivatives or the date of entering the decision-making process to 2 trading days after disclosure according to law;
(4) Other periods prescribed by the CSRC and the stock exchange.
(III) conditions of grant
According to the relevant provisions of the administrative measures, listing rules, regulatory guidelines and incentive plan, the company shall meet the following conditions when granting incentives to incentive objects:
1. The company is not under any of the following circumstances:
(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;
(3) Failure to distribute profits in accordance with laws and regulations, articles of association and public commitments within the last 36 months after listing;
(4) Equity incentive shall not be implemented according to laws and regulations.
2. The incentive object does not have any of the following situations:
(1) Being identified as an inappropriate candidate by the stock exchange within the last 12 months;
(2) In the last 12 months, it has been identified as an inappropriate candidate by the CSRC and its dispatched offices;
(3) Being administratively punished by the CSRC and its dispatched offices or taking market entry prohibition measures for major violations of laws and regulations in the last 12 months;
(4) Those who are not allowed to serve as directors or senior managers of the company as stipulated in the company law; (5) Those who are not allowed to participate in the equity incentive of listed companies according to laws and regulations.
According to the relevant documents provided by the company and verified by our lawyers, as of the date of issuance of this legal opinion, the number, quantity and price of this grant comply with the relevant provisions of the incentive plan, and the determination of the grant date of this incentive plan complies with the relevant provisions of the administrative measures, the listing rules, the regulatory guide and the incentive plan on the grant date; The company and the incentive objects granted do not have any circumstances that cannot be granted as stipulated in the administrative measures, listing rules, regulatory guidelines and incentive plan, and the granting conditions stipulated in the incentive plan have been met.
3、 Information disclosure of this grant
According to the provisions of the administrative measures, listing rules, regulatory guidelines and incentive plan, the company will timely announce the announcement on granting restricted shares to the incentive objects of the restricted stock incentive plan in 2021 for the first time, the announcement on the resolution of the sixth meeting of the third board of directors, the announcement on the resolution of the fifth meeting of the third board of supervisors and the opinions of independent directors. With the promotion of this incentive plan, the company shall also timely perform relevant information disclosure obligations in accordance with the relevant provisions of laws, regulations and normative documents.
Our lawyers believe that the company has fulfilled its information disclosure obligations at this stage in accordance with the provisions of the administrative measures, listing rules, regulatory guidelines and incentive plan, and the company still needs to fulfill its subsequent information disclosure obligations in accordance with the relevant provisions of the administrative measures, listing rules, regulatory guidelines and incentive plan.
4、 Concluding observations
The lawyer of the firm believes that according to the authorization of the first extraordinary general meeting of shareholders in 2022 to the board of directors, as of the date of issuance of this legal opinion, this authorization has obtained the necessary approval and authorization at this stage; The number, quantity and price of this grant comply with the relevant provisions of the incentive plan, and the determination of the grant date of this incentive plan complies with the relevant provisions on the grant date in the administrative measures, listing rules, regulatory guidelines and the incentive plan; The company and the granted incentive objects do not have any circumstances that cannot be granted as stipulated in the administrative measures, listing rules, regulatory guidelines and incentive plan, and the granting conditions stipulated in the incentive plan have been met; The listed company shall fulfill the relevant obligations stipulated in the incentive plan and the regulatory measures for subsequent information disclosure in accordance with the current incentive plan and the regulatory measures for listed companies.
(there is no text below this page, only the signature page)
(there is no text on this page, which is the signature and seal page of the legal opinion of Shanghai Junlan law firm on the initial grant of restricted shares in Shanghai Baolijia Chemical Co.Ltd(301037) 2021)
This legal opinion is issued on February 8, 2022, with two originals and no copies.
Shanghai Junlan law firm (seal)
Person in charge: Handling lawyer:
Dangjiang boat golden sword
Lv Zheng
