Hubei Dewei JunShang law firm
About Hubei Energy Group Co.Ltd(000883)
On the first grant of restricted stock incentive plan in 2021
Legal opinion
Address: 20-21f, Zhuoer International Center building, No. 588, Jianshe Avenue, Jianghan District, Wuhan City, Hubei Province zip code: 430022 email: [email protected].
website: http://www.dewellcn.com.
February, 2002
Hubei Dewei JunShang law firm
About Hubei Energy Group Co.Ltd(000883)
On the first grant of restricted stock incentive plan in 2021
Legal opinion
(2022) De Wei Jun Shang Zi No. 946 to: Hubei Energy Group Co.Ltd(000883)
Hubei Dewei JunShang law firm (hereinafter referred to as "the firm") has accepted the entrustment of Hubei Energy Group Co.Ltd(000883) (hereinafter referred to as " Hubei Energy Group Co.Ltd(000883) " or "the company") to issue this legal opinion on matters related to the first grant (hereinafter referred to as "the grant") of the company's restricted stock incentive plan in 2021 (hereinafter referred to as "the incentive plan" or "the incentive plan").
This legal opinion is in accordance with the company law of the people's Republic of China (hereinafter referred to as the "company law"), the securities law of the people's Republic of China (hereinafter referred to as the "Securities Law") and the measures for the administration of equity incentive of listed companies (hereinafter referred to as the "administrative measures") The guidelines for the implementation of equity incentive by listed companies controlled by central enterprises (hereinafter referred to as the "guidelines"), the Trial Measures for the implementation of equity incentive by state-controlled listed companies (within China) (hereinafter referred to as the "Trial Measures") The notice of the state owned assets supervision and Administration Commission of the State Council and the Ministry of Finance on issues related to regulating the implementation of equity incentive system by state-controlled listed companies (hereinafter referred to as the "notice"), the stock listing rules of Shenzhen Stock Exchange (hereinafter referred to as the "Listing Rules") and other laws, regulations and normative documents, as well as the relevant provisions of the articles of association.
With regard to this legal opinion, our lawyer makes the following statement:
1. Based on the facts that have occurred or existed before the date of issuance of this legal opinion and the relevant laws, administrative regulations and normative documents in force in China, the exchange will express legal opinions based on the understanding of relevant facts and relevant laws, administrative regulations and normative documents.
2. In the process of verification, the firm has obtained the following guarantee and commitment from the company: that is, it has provided the lawyers of the firm with the original written materials, duplicate materials, oral or written testimony necessary for issuing this legal opinion, and all documents, materials and testimony provided by it are true, accurate and complete, without any concealment, falsehood, major omission or misleading; The signatures and seals on all original written materials, copy materials and copy materials are true, and the legal procedures required for such signatures and seals have been performed and legally authorized; The relevant duplicate materials or copies provided to the lawyers of the firm are consistent with the original.
3. This legal opinion only expresses opinions on the legal issues related to the first award of this incentive plan, but does not express opinions on the rationality of the assessment standards and other non legal professional matters such as accounting and finance. The quotation of any data or conclusion in the report and relevant documents issued by other intermediaries in this legal opinion does not mean that the exchange makes any express or implied guarantee for the authenticity and accuracy of these data and conclusions.
4. The firm and its lawyers have strictly performed their statutory duties, followed the principles of diligence and good faith, and conducted sufficient verification to ensure that the facts identified in this legal opinion are true, accurate and complete, and the concluding opinions issued are legal and accurate, without false records, misleading statements and major omissions. 5. The firm and its lawyers agree to take the legal opinion as the necessary legal document for the first award of the company's incentive plan, report or announce it together with other materials, and bear corresponding legal liabilities for the legal opinion issued in accordance with the law.
6. We and our lawyers agree that the company will quote the relevant contents of this legal opinion in the relevant documents made for the first grant of this incentive plan, but when the company makes the above quotation, it shall not cause legal ambiguity or misinterpretation due to the quotation. We have the right to review and confirm the corresponding contents of the above relevant documents again.
7. This legal opinion is only used by the company for the purpose of the first grant of this incentive plan, and shall not be used for any other purpose without the written consent of the exchange and its lawyers.
In accordance with the provisions of relevant laws, regulations and normative documents such as the company law, the securities law, the administrative measures and the work guidelines, and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, our lawyers have verified and verified the documents and facts provided by the company about the first grant of this incentive plan, And issued legal opinions as follows:
1、 Approval and authorization granted this time
1. On November 21, 2021, the company held the 14th meeting of the 9th board of directors, deliberated and adopted the proposal on and summary and other proposals related to this incentive plan, and the related directors avoided voting.
2. On November 21, 2021, the independent directors of the company expressed their independent opinions that the implementation of the 2021 restricted stock incentive plan by the company is conducive to the sustainable development of the company and will not damage the legitimate rights and interests of the company and all shareholders, especially minority shareholders, and agreed to the implementation of the 2021 restricted stock incentive plan by the company.
3. On November 21, 2021, the company held the 8th meeting of the 9th board of supervisors, deliberated and adopted the proposal on and summary and other proposals related to this incentive plan. The board of supervisors issued verification opinions and believed that the contents of the Hubei Energy Group Co.Ltd(000883) 2021 restricted stock incentive plan (Draft) and its summary comply with the provisions of relevant laws, regulations, normative documents such as the company law, the securities law, the administrative measures, the work guidelines and the articles of association. The implementation of the incentive plan will help to further improve the corporate governance structure of the company, Establish and improve the company's incentive and restraint mechanism, make the interests of core employees more closely combined with the long-term development of the company and shareholders, fully mobilize the enthusiasm and creativity of the company's directors, senior managers, middle-level managers and core backbone employees, and maximize the value of the company and shareholders, without damaging the interests of the company and all shareholders.
4. On December 30, 2021, the company published the publicity on the scope and list of the company's restricted equity incentive objects on its internal website to publicize the names and positions of some incentive objects granted for the first time. The publicity time is from December 31, 2021 to January 9, 2022. Within the publicity period, The board of supervisors of the company has not received any objection from any organization or individual to the incentive object granted for the first time in this incentive plan.
On January 12, 2022, the company disclosed the review opinions and publicity statement of the Hubei Energy Group Co.Ltd(000883) board of supervisors on the list of incentive objects granted for the first time by the restricted stock incentive plan. The board of supervisors considered that the incentive objects listed in the incentive plan met the conditions specified in relevant laws, regulations and normative documents and the scope of incentive objects determined in the company's incentive plan, The incentive object of this plan is legal and effective. 5. On January 18, 2022, the company announced that it had received the reply of the state owned assets supervision and Administration Commission of the State Council (hereinafter referred to as "the state owned assets supervision and Administration Commission of the State Council") on Hubei Energy Group Co.Ltd(000883) implementing the restricted stock incentive plan (Guo Zi kaofen [2022] No. 20). The state owned assets supervision and Administration Commission of the State Council agreed in principle to Hubei Energy Group Co.Ltd(000883) implementing the restricted stock incentive plan.
6. On January 21, 2022, the company held the first extraordinary general meeting of shareholders in 2022. With the consent of more than two-thirds of the effective voting rights held by the shareholders attending the meeting, the proposal on < Hubei Energy Group Co.Ltd(000883) 2021 restricted stock incentive plan and its summary was deliberated and adopted Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company's restricted stock incentive plan in 2021 and other relevant proposals. 7. On January 22, 2022, the company disclosed the Hubei Energy Group Co.Ltd(000883) self inspection report on the trading of shares of the company by insiders and incentive objects of the restricted stock incentive plan in 2021, which confirmed that within 6 months before the public disclosure of the draft incentive plan, No insider information insider or incentive object is found to use the insider information related to the incentive plan to buy and sell the company's shares, which is in line with the relevant provisions of the administrative measures, and there is no insider trading.
8. On February 9, 2022, the company held the 16th meeting of the 9th board of directors, deliberated and approved the proposal on confirming the matters related to the first grant of the restricted stock incentive plan in 2021 and the proposal on the first grant of restricted shares to incentive objects. The board of directors considered that the conditions for the first grant of the restricted stock incentive plan in 2021 had been met, It is agreed that February 9, 2022 will be the first grant date of the company's 2021 restricted stock incentive plan, and 62301400 restricted shares will be granted to 196 incentive objects at the price of 2.39 yuan / share. The related directors have avoided voting, and the independent directors of the company have expressed their independent opinions on the above matters.
9. On February 9, 2022, the company held the 10th meeting of the 9th board of supervisors, deliberated and adopted the proposal on confirming the matters related to the first grant of restricted stock incentive plan in 2021 and the proposal on the first grant of restricted stock to incentive objects. The board of supervisors issued verification opinions and believed that the subject qualification of the incentive object granted with restricted shares was legal and effective, and met the conditions for granting restricted shares; The incentive objects to be granted restricted shares this time are consistent with the incentive object conditions specified in the Hubei Energy Group Co.Ltd(000883) 2021 restricted stock incentive plan (hereinafter referred to as the "incentive plan") approved by the company's first extraordinary general meeting in 2022; Neither the company nor the incentive objects granted restricted shares this time are prohibited from granting restricted shares, and the conditions for the incentive objects to be granted restricted shares set in this incentive plan have been met; The grant date determined this time complies with the provisions on the grant date in the administrative measures and the incentive plan; It is agreed that February 9, 2022 will be the first grant date of the company's 2021 restricted stock incentive plan, and 62301400 restricted shares will be granted to 196 incentive objects at the price of 2.39 yuan / share.
In conclusion, our lawyers believe that as of the date of issuance of this legal opinion, the first grant of the company's incentive plan has obtained the necessary approval and authorization at this stage, and has performed the necessary internal decision-making procedures, which is in line with the provisions of relevant laws and regulations such as the management measures and the relevant requirements of this incentive plan.
2、 Confirmation of relevant matters of this incentive plan
According to the authorization of the first extraordinary general meeting of the company in 2022 to the board of directors, on February 9, 2022, the 16th meeting of the ninth board of directors considered and approved the proposal on confirming the matters related to the first grant of the restricted stock incentive plan in 2021. In view of that some incentive objects do not meet the grant conditions or voluntarily give up participating in the incentive plan, The meeting confirmed that the number of incentive objects granted by the restricted stock incentive plan for the first time in 2021 was 196, and the total amount granted for the first time was 62.3014 million shares.
On the same day, the 10th meeting of the ninth board of supervisors approved the proposal on confirming the matters related to the first grant of the restricted stock incentive plan in 2021, and considered that the conditions, number and total amount of shares granted for the first time in this incentive plan were in line with the relevant provisions of the company's incentive plan, There is no obvious damage to the interests of the listed company and all shareholders.
According to the above proposal, the total amount of restricted shares to be granted in this incentive plan is confirmed as 63.8014 million shares from no more than 65.07 million shares, of which the number of personnel granted for the first time is confirmed as 196 from no more than 199 people, the number of restricted shares granted for the first time is clearly 62.3014 million shares, and the number of reserved restricted shares remains unchanged. In addition to the above contents, other contents of this incentive plan are consistent with the incentive plan deliberated and approved by the first extraordinary general meeting of shareholders in 2021.
In conclusion, our lawyers believe that the confirmation of relevant matters of this incentive plan complies with the management measures and other laws and regulations as well as the relevant provisions of this incentive plan.
3、 Details of this grant
(I) date of this grant
According to the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company's restricted stock incentive plan in 2021, which was deliberated and adopted at the first extraordinary general meeting of shareholders in 2022, the general meeting of shareholders authorized the board of directors to determine the grant date of the incentive plan.
According to the proposal on the first grant of restricted shares to incentive objects deliberated and adopted at the 16th meeting of the ninth board of directors and the 10th meeting of the ninth board of supervisors, February 9, 2022 is the first grant date of the company's restricted stock incentive plan in 2021. On the same day, the independent directors expressed their independent opinions on matters related to the grant of the incentive plan.
According to the description of the company and the verification of the lawyers of the exchange, the grant date of this grant is the trading day, within 60 days from the date when the first extraordinary general meeting of shareholders in 2022 is considered and approved and the grant conditions are fulfilled, and not during 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, 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 occurrence 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 into a decision
