Guohao law firm (Beijing)
about
Zhejiang Zhongxin Fluoride Materials Co.Ltd(002915)
Matters related to reserved grant of restricted stock incentive plan in 2021
of
Legal opinion
9th floor, Taikang financial building, No. 38, North East Third Ring Road, Chaoyang District, Beijing 100026
9th floor, Ta IKA ng Financial Tower, No. 38 North Road East Third Ring, Chaoyang District, Beijing, 100026, China Tel: 010-65890699 Fax: 010-65176800
Email: bjgran [email protected].
website: http://www.grandall.com.cn.
February, 2002
catalogue
interpretation...... Section 1 lawyer's statement Section 2 body of legal opinion 5 I. approval and authorization of the incentive plan and reserved granting matters 5 II. The incentive plan reserves the grant date, grant object, grant price and grant quantity 6 III. The conditions reserved for the award of this incentive plan 8 IV. concluding comments ten
interpretation
Unless otherwise stated in this legal opinion, the specific meanings of the following words are as follows:
Company, Zhejiang Zhongxin Fluoride Materials Co.Ltd(002915) refers to Zhejiang Zhongxin Fluoride Materials Co.Ltd(002915)
The plan, the incentive plan and the Zhejiang Zhongxin Fluoride Materials Co.Ltd(002915) 2021 restricted stock incentive plan refer to
Incentive plan (Draft)
According to the provisions of this incentive plan, the incentive objects of directors and senior managers of the company who obtain restricted shares refer to
Personnel, middle managers, core technical (business) personnel
According to the conditions and prices specified in the incentive plan, the company grants a certain number of restricted stock index company shares to the incentive object. The restricted sale period of such shares is set for a certain period of time. The restricted sale and circulation can be lifted only after the conditions for lifting the restricted sale specified in the incentive plan are met
Reserved grant means that the company grants the restricted shares reserved in the incentive plan to 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 articles of association refers to the Zhejiang Zhongxin Fluoride Materials Co.Ltd(002915) articles of association in force
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
The self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 - self regulatory guidelines No. 1 of the business office refers to
Li
CSRC refers to the China Securities Regulatory Commission
Shenzhen stock exchange refers to Shenzhen Stock Exchange
This office refers to Guohao law firm (Beijing)
Yuan and 10000 yuan refer to the legal tender of China, RMB yuan and 10000 yuan
Guohao law firm (Beijing)
About Zhejiang Zhongxin Fluoride Materials Co.Ltd(002915)
Matters related to the reserved grant of restricted stock incentive plan in 2021
Legal opinion
Guo Hao Jing Zheng Zi [2022] No. 0135 to: Zhejiang Zhongxin Fluoride Materials Co.Ltd(002915)
According to the special legal service agreement signed between Zhejiang Zhongxin Fluoride Materials Co.Ltd(002915) and Guohao law firm (Beijing), the exchange accepts the entrustment of Zhejiang Zhongxin Fluoride Materials Co.Ltd(002915) to act as the special legal adviser of the company's restricted stock incentive plan in 2021. In accordance with the company law, the securities law, the administrative measures, the self regulatory guide No. 1 and other laws and regulations, as well as the relevant departmental rules and normative documents issued by the CSRC and the Shenzhen Stock Exchange, the lawyers of the firm shall, in accordance with the recognized business standards, ethics and diligence spirit of the lawyer industry, This legal opinion is issued for Zhejiang Zhongxin Fluoride Materials Co.Ltd(002915) matters related to the reserved grant of this incentive plan.
Section 1 matters declared by lawyers
In order to issue this legal opinion, our lawyers have collected relevant evidence materials and consulted the documents that need to be consulted according to the provisions and other documents that we think must be consulted in accordance with the measures for the administration of securities legal business of law firms and the rules for the practice of securities legal business of law firms (for Trial Implementation). The company guarantees that it has provided all factual materials, approval documents, certificates and other relevant documents necessary for the issuance of this legal opinion to the lawyers of the firm, that all documents are true, legal, complete and effective, without any false records, misleading statements or major omissions, and that all signatures and seals on the documents are true, All copies or duplicates shall be identical with the original.
For the fact that it is very important to issue this legal opinion and cannot be supported by independent evidence, our lawyers rely on the copies of supporting documents, testimony or documents issued by relevant government departments, companies, other relevant units or relevant persons to issue legal opinions.
In accordance with the provisions of the securities law, the measures for the administration of securities legal business conducted by law firms and the rules for the practice of securities legal business of law firms (for Trial Implementation) and the facts that have occurred or exist before the date of issuance of this legal opinion, the office and its handling lawyers have strictly performed their statutory duties, followed the principles of diligence and good faith, and conducted full verification and verification, Ensure that the facts identified in this legal opinion are true, accurate and complete, that the concluding opinions issued are legal and accurate, and that there are no false records, misleading statements or major omissions, and bear corresponding legal liabilities.
The exchange only gives opinions on the legal issues related to the reserved grant of the company's incentive plan, and does not give opinions on the rationality of the stock value, assessment standards and other issues involved in the reserved grant of the company's incentive plan, as well as accounting, finance and other non legal professional matters. The quotation of relevant financial data or conclusions in this legal opinion shall not be regarded as any express or implied guarantee for the authenticity and accuracy of these data and conclusions.
The exchange agrees that the company will take this legal opinion as one of the necessary documents for its implementation of the reserved grant of this incentive plan, submit it to the Shenzhen stock exchange along with other materials for announcement, and bear corresponding legal liabilities for the legal opinion issued. This legal opinion is only used by the company for the purpose of implementing the reserved grant of this incentive plan, and shall not be used for any other purpose. The exchange agrees that the company shall quote the relevant contents of this legal opinion in the relevant documents prepared for the implementation of the reserved 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. The exchange has the right to review and confirm the corresponding contents of the above relevant documents again.
In accordance with the requirements of the company law of the people's Republic of China, the securities law of the people's Republic of China and other relevant laws and regulations and the relevant provisions of the CSRC, and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, the exchange hereby issues the following legal opinions:
Section II body of legal opinion
1、 Approval and authorization of the incentive plan and reserved granting matters
(I) the remuneration and assessment committee of the board of directors of the company formulated the incentive plan and submitted the incentive plan to the board of directors of the company for deliberation.
(II) February 4, 2021, At the 13th meeting of the 5th board of directors, the company deliberated and adopted the proposal on the company's restricted stock incentive plan (Draft) and summary in 2021, the proposal on the measures for the implementation and assessment of the company's restricted stock incentive plan in 2021, and the proposal on submitting 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 so on. As the incentive object of the incentive plan, director Ms. yuan Shaolan has avoided voting on the matters of the incentive plan.
(III) on February 4, 2021, the independent directors of the company expressed independent opinions on matters related to the incentive plan, unanimously agreed that the company would implement the equity incentive plan, and believed that the assessment system of the incentive plan was comprehensive, comprehensive and operable, the assessment index setting was scientific and reasonable, and had a binding effect on the incentive objects, Be able to achieve the assessment purpose of the incentive plan.
(IV) February 4, 2021, The company held the 12th meeting of the 5th board of supervisors, deliberated and approved the proposal on the company's restricted stock incentive plan (Draft) and summary in 2021, the proposal on the measures for the implementation and assessment of the company's restricted stock incentive plan in 2021, and the proposal on verifying the list of incentive objects first granted by the company's restricted stock incentive plan in 2021. The board of supervisors reviewed the list of incentive objects of the incentive plan and considered that the subject qualification of incentive objects was legal and effective.
(V) on February 5, 2021, the company publicized the list and positions of incentive objects through the company's official website from February 5, 2021 to February 21, 2021. During the publicity period, the board of supervisors of the company did not receive any objection to the proposed incentive objects. The board of supervisors checked the list of incentive objects granted by the incentive plan and held that: the 56 incentive objects granted with restricted shares are all the personnel determined in the incentive plan approved by the company's first extraordinary general meeting of shareholders in 2021, and there is no situation that they should not be incentive objects as mentioned in Article 8 of the management measures; The 56 incentive objects meet the incentive object conditions specified in the management measures and other relevant laws, regulations, rules and normative documents, and meet the scope of incentive objects specified in the incentive plan. Their subject qualification as incentive objects of this incentive plan is legal and effective. On February 24, 2021, the company posted on cninfo website (http: / /: www.cinnfo. Com. CN.) Disclosed the "statement on publicity and verification opinions of the board of supervisors on the list of incentive objects first granted under the restricted stock incentive plan in 2021".
(VI) March 1, 2021, The company held the first extraordinary general meeting of shareholders in 2021, deliberated and passed the proposal on the company's 2021 restricted stock incentive plan (Draft) > and summary, the proposal on the measures for the implementation and assessment of the company's 2021 restricted stock incentive plan, and the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company's 2021 restricted stock incentive plan And so on.
(VII) at the same time as the announcement of the resolution of the first extraordinary general meeting in 2021, the company disclosed the self inspection report on the trading of the company's shares by insiders and incentive objects of the restricted stock incentive plan in 2021.
The 13th meeting of the board of supervisors held on March 2021 considered and adopted the proposal on granting restricted shares to the 13th meeting of the board of directors. The independent directors of the company expressed independent opinions on this, agreed that the board of directors of the company granted restricted shares to the incentive object for the first time, considered that the subject qualification of the incentive object was legal and effective, and the determined grant date met the relevant provisions.
(IX) on February 11, 2022, the 21st Meeting of the 5th board of directors and the 19th meeting of the 5th board of supervisors deliberated and adopted the proposal on reserving and granting restricted shares to incentive objects. The independent directors of the company expressed their independent opinions on this, holding that the reserved grant conditions have been achieved, the subject qualification of the incentive object is legal and effective, and the determined grant date meets the relevant provisions. The board of supervisors verified the list of some incentive objects reserved and granted and issued verification opinions. To sum up, our lawyers believe that as of the date of issuance of this legal opinion, the company has obtained the necessary approval and authorization for the granting of reserved restricted shares to incentive objects, which is in line with the relevant provisions of laws, regulations and normative documents such as the administrative measures, the guide for self discipline supervision No. 1 and the incentive plan.
2、 The incentive plan reserves the grant date, grant object, grant price and grant quantity
(I) grant date
two hundred and two
