Beijing Deheng Law Firm
Legal opinions on the adjustment and initial grant of restricted shares in Sunresin New Materials Co.Ltd Xi'An(300487) 2021
12 / F, block B, Fukai building, Financial Street Holdings Co.Ltd(000402) 19, Xicheng District, Beijing
Tel: 010-52682888 Fax: 010-52682999 zip code: 100033
catalogue
catalogue 1 interpretation 2 I. This adjustment and the approval and authorization granted for the first time 4 II. Adjustment of this incentive plan 5 III. conditions for granting restricted shares 7. IV. The equity incentive grant arrangement 8 v. concluding comments nine
interpretation
In this legal opinion, unless the context otherwise requires, the following words have the following meanings:
Deheng / this refers to Beijing Deheng Law firm
Company / Sunresin New Materials Co.Ltd Xi'An(300487) refers to Sunresin New Materials Co.Ltd Xi'An(300487)
Incentive plan / this incentive plan refers to the Sunresin New Materials Co.Ltd Xi'An(300487) 2021 life plan / the planned stock incentive plan
This equity incentive refers to Sunresin New Materials Co.Ltd Xi'An(300487) the implementation of this 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
Articles of association means the Sunresin New Materials Co.Ltd Xi'An(300487) articles of association
CSRC refers to the China Securities Regulatory Commission
Yuan and 10000 yuan refer to RMB yuan and 10000 yuan
Beijing Deheng Law Firm
About Sunresin New Materials Co.Ltd Xi'An(300487)
Matters related to the adjustment and initial grant of restricted shares in 2021
Legal opinion
Deheng 01g20210413-02 to: Sunresin New Materials Co.Ltd Xi'An(300487)
According to the special legal service agreement signed between Beijing Deheng Law Firm and Sunresin New Materials Co.Ltd Xi'An(300487) , as the special legal adviser of Sunresin New Materials Co.Ltd Xi'An(300487) This equity incentive, our lawyers, in accordance with the company law, securities law, management measures and other laws, regulations, rules, normative documents and the relevant provisions of the articles of Association, This legal opinion is issued on matters related to Sunresin New Materials Co.Ltd Xi'An(300487) granting restricted shares to incentive objects.
For the issuance of this legal opinion, our lawyer hereby makes the following statement:
(I) the lawyers of this firm only express legal opinions based on the facts that have occurred or exist before the date of issuance of this legal opinion, as well as the current relevant laws, regulations and rules of China and the relevant documents of the CSRC;
(II) our lawyers have strictly performed their statutory duties in accordance with the provisions of relevant laws, regulations, rules and normative documents, followed the principles of diligence and good faith, fully verified the legality, compliance, authenticity and effectiveness of the adjustment of Sunresin New Materials Co.Ltd Xi'An(300487) restricted shares and the granting of restricted shares to incentive objects, and expressed legal opinions, There are no false records, misleading statements and major omissions in this legal opinion, otherwise we are willing to bear corresponding legal liabilities;
(III) our lawyers agree to Sunresin New Materials Co.Ltd Xi'An(300487) quote the relevant contents of this legal opinion issued by our lawyers, but when the company makes the above quotation, it shall not lead to 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;
(IV) Sunresin New Materials Co.Ltd Xi'An(300487) has guaranteed that it has provided all relevant factual materials necessary for issuing this legal opinion to our lawyers, and the relevant written materials and written testimony are true, effective and complete without any major omission and misleading statement, and the copies provided are consistent with the original;
(V) for the fact that this legal opinion is very important and cannot be supported by independent evidence, our lawyers rely on the supporting documents, testimony or copies of documents issued or provided by relevant government departments, companies, other relevant units or relevant persons to issue legal opinions;
(VI) our lawyers agree to disclose this legal opinion as a necessary legal document for the adjustment of restricted shares and the first grant of restricted shares in Sunresin New Materials Co.Ltd Xi'An(300487) 2021 together with other materials, and bear the responsibility for this legal opinion according to law;
(VII) this legal opinion is only for Sunresin New Materials Co.Ltd Xi'An(300487) the purpose of implementing this incentive plan and shall not be used for any other purpose.
In accordance with the provisions of relevant laws, regulations, rules and normative documents, 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 Sunresin New Materials Co.Ltd Xi'An(300487) about the adjustment of restricted shares and the granting of restricted shares for the first time, and now issue the following legal opinions:
1、 This adjustment and the approval and authorization granted for the first time
1. On November 25, 2021, the 8th meeting of the 4th board of directors of the company deliberated and approved the proposal on the company's 2021 restricted stock incentive plan (Draft) and its summary, the proposal on the measures for the assessment and management of the implementation of the company's 2021 restricted stock incentive plan, and the proposal on submitting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive. Wei Weijun, an yuan and Li suidang, the directors of the incentive object, abstained from voting when considering the proposals related to the equity incentive plan. The independent directors of the company have expressed their independent opinions on relevant matters.
2. November 25, 2021, The 7th Meeting of the 4th board of supervisors of the company deliberated and approved the proposal on the company's 2021 restricted stock incentive plan (Draft) and its summary, the proposal on the measures for the implementation and assessment of the company's 2021 restricted stock incentive plan, and the proposal on verifying the verification opinions of the company's 2021 restricted stock incentive plan, The board of supervisors reviewed the equity incentive plan and the list of incentive objects, and considered that the subject qualification of the persons listed in the list of incentive objects as the incentive objects of the company's restricted stock incentive plan was legal and effective.
3. On November 26, 2021, the incentive plan is proposed to be granted for the first time through the company's internal bulletin board
The names and positions of the objects will be publicized from November 26, 2021 to December 8, 2021. During the publicity period, the board of supervisors of the company has not received any objection to the list of incentive objects.
On December 9, 2021, the company published the notice of the board of supervisors on the publicity and verification opinions on the list of the first awarding objects of the restricted stock incentive plan in 2021 on cninfo.com.
4. On December 16, 2021, the company held the fourth extraordinary general meeting of shareholders in 2021, The proposal on the company's 2021 restricted stock incentive plan (Draft) and its summary, the proposal on the measures for the implementation and assessment of the company's 2021 restricted stock incentive plan, and the proposal on submitting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive were reviewed and approved.
5. On February 11, 2022, the company held the 11th meeting of the 4th board of directors and the 9th meeting of the 4th board of supervisors, deliberated and approved the proposal on adjusting matters related to the 2021 restricted stock incentive plan and the proposal on granting restricted shares to the incentive objects of the 2021 restricted stock incentive plan for the first time. The independent directors of the company expressed their independent opinions on relevant matters, and the board of supervisors of the company verified the list of incentive objects granted for the first time by the restricted stock incentive plan in 2021 and issued verification opinions.
In conclusion, the company has obtained the approval of the incentive plan and the adjustment of the equity management measures for the first time, which is in line with the provisions of the 3007 {incentive law.
2、 Adjustment of this incentive plan
According to the proposal on adjusting the relevant matters of the restricted stock incentive plan in 2021 deliberated and adopted at the 11th meeting of the 4th board of directors and the 9th meeting of the 4th board of supervisors, the adjustment of the incentive plan is as follows:
1. In accordance with the measures for the administration of the implementation and assessment of the restricted stock incentive plan in 2021, the incentive plan (Draft) and other relevant provisions, in view of the fact that three incentive objects voluntarily give up all the restricted shares to be granted to them by the company due to resignation or other personal reasons, the board of directors of the company shall, in accordance with the authorization of the fourth extraordinary general meeting of shareholders in 2021, The 11th meeting of the 4th board of directors and the 9th meeting of the 4th board of supervisors considered and approved the proposal on adjusting the matters related to the restricted stock incentive plan in 2021, and agreed to adjust the list of incentive objects granted for the first time.
2. As the company employs Mr. Yu Yang as the Secretary of the board of directors and deputy general manager of the company, the restricted shares to be granted will be listed separately.
3. In order to standardize the securities account management of foreign incentive objects in this incentive plan and ensure that incentive stock options are registered in the securities account of relevant incentive objects, according to the passport information of foreign incentive objects, the names in the list of incentive objects originally granted for the first time are expressed as follows:
Disclosure of names after the original disclosure of names
Yvan De Busscher DE BUSSCHER YVAN MARIE J.
After this adjustment, the number of incentive objects granted for the first time in this incentive plan is adjusted from 341 to 338. The total amount of restricted shares remains unchanged, which is still 3 million shares, the total amount granted for the first time is 2.7 million shares, and the number of reserved restricted shares is 300000 shares.
After this adjustment, the restricted shares granted for the first time in the incentive plan will be distributed among the incentive objects according to the following proportion:
Proportion of granted restrictions in the proportion of granted restrictions in the current total shares name and position / number of national shares (10000 shares)
Wei Weijun, director and deputy general manager 3 1.00% 0.01%
Li Sui party director 5 1.67% 0.02%
Anyuan director and Chief Financial Officer 3 1.00% 0.01%
Wang Risheng, deputy general manager 4 1.33% 0.02%
Guo Fumin, deputy general manager 5 1.67% 0.02%
Deng Jiankang, deputy general manager 2.5 0.83% 0.01%
Yu Yang, Secretary of the board of directors and deputy general manager 3 1.00% 0.01%
reason
Lin, Xiangzhou foreign employees 3 1.00% 0.01%
VESSELLE
Jean Marc, expatriate 3 1.00% 0.01%
Marie
De busscher expatriate 2 0.67% 0.01%
YVAN MARIE J.
Core technical (business) personnel
(328 persons) 236.5 78.83% 1.08%
Reserved part 30.00 10.00% 0.14%
Total (338 persons) 300.00 100.00% 1.36%
Note: 1 The shares of the company granted to any of the above incentive objects through all effective equity incentive plans do not exceed 1% of the total share capital of the company. The total number of subject shares involved in all effective incentive plans of the company shall not exceed 20% of the total share capital of the company. If the incentive object voluntarily gives up the granted rights and interests for personal reasons, the board of directors shall make a corresponding adjustment on the number of grants
