Guohao law firm (Nanjing)
about
Nanjing Public Utilities Development Co.Ltd(000421)
Adjustment and grant of restricted stock incentive plan in 2021
Legal opinion
Floor 7-8, block B, 309 Hanzhongmen street, Nanjing, Jiangsu, China (210036)
7-8/F, Block B, 309 Hanzhongmen Dajie, Nanjing, China, 210036
Tel: + 86-25-89660900 Fax: + 86-25-89660966
Website / Web site: http://www.grandall.com.cn.
February 2022
Guohao law firm (Nanjing)
About Nanjing Public Utilities Development Co.Ltd(000421)
Adjustment and grant of restricted stock incentive plan in 2021
Legal opinion
To: Nanjing Public Utilities Development Co.Ltd(000421)
Guohao law firm (Nanjing) (hereinafter referred to as “the firm”) has accepted the entrustment of Nanjing Public Utilities Development Co.Ltd(000421) (hereinafter referred to as ” Nanjing Public Utilities Development Co.Ltd(000421) ” or “the company”) and appointed lawyers Zhou Feng and Zhou Jiang as special legal counsel for the company’s implementation of the restricted stock incentive plan in 2021, The legal opinion of Guohao law firm on Nanjing Public Utilities Development Co.Ltd(000421) 2021 restricted stock incentive plan (Draft) was issued on December 30, 2021.
Because Nanjing Public Utilities Development Co.Ltd(000421) intends to adjust the granting objects and quantity of the restricted stock incentive plan in 2021 and grant restricted shares to the incentive objects, our lawyers, 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”), have The measures for the administration of equity incentive of listed companies (hereinafter referred to as the “administrative measures”), the Trial Measures for the implementation of equity incentive by state-controlled listed companies (within China) (Guo Zi FA FA FA FA FA FA Fa [2006] No. 175) (hereinafter referred to as the “No. 175 document”) The provisions of relevant laws, regulations and normative documents such as the notice on issues related to regulating the implementation of equity incentive system by state-owned holding listed companies (Guo Zi FA FA FA FA Fa [2008] No. 171) (hereinafter referred to as “document 171”), In accordance with the requirements of the measures for the administration of securities legal business of law firms (hereinafter referred to as the “practice measures”) and the rules for the practice of securities legal business of law firms (for Trial Implementation) (hereinafter referred to as the “practice rules”), in accordance with the recognized business standards, ethics and the spirit of diligence and responsibility of the lawyer industry, based on the facts and the law, Carry out verification and issue this legal opinion.
For the issuance of this legal opinion, our lawyer hereby makes the following statement:
(I) in accordance with the provisions of the securities law, the practice measures and the practice rules and the facts that have occurred or exist before the date of issuance of this legal opinion, the exchange and its handling lawyers have strictly performed their statutory duties, followed the principles of diligence and good faith, and conducted sufficient verification and verification to ensure that the facts identified in this legal opinion are true, accurate and complete, The concluding opinions issued are legal and accurate, without false records, misleading statements or major omissions, and shall bear corresponding legal liabilities.
(II) our lawyers only express their opinions on the adjustment of Nanjing Public Utilities Development Co.Ltd(000421) 2021 restricted stock incentive plan (hereinafter referred to as “this adjustment”) and the legality and compliance of restricted stock grant matters (hereinafter referred to as “this grant”) and implementation procedures. Our lawyers do not express their opinions on other issues.
(III) our lawyers agree to submit this legal opinion as one of the necessary legal documents for Nanjing Public Utilities Development Co.Ltd(000421) to apply for the implementation of this 2021 restricted stock incentive plan (hereinafter also referred to as “this equity incentive plan” or “this incentive plan” or “this plan”), together with other application materials to the competent authority, and bear corresponding legal liabilities for the legal opinion issued in accordance with the law.
(IV) Nanjing Public Utilities Development Co.Ltd(000421) guarantees that it has provided the lawyers of the firm with authentic, complete and effective original written materials, copies or oral testimony necessary for the issuance of this legal opinion.
(V) the lawyer of the firm requires to check the original documents (the sources of documents include but are not limited to: provided by the company, obtained by the lawyer of the firm, issued by government departments, provided by a third party, etc.). For the documents that cannot obtain the original due to special reasons, the lawyer of the firm requires to obtain the copies stamped with the seal of the issuing unit or the company, And comprehensively judge the authenticity and validity of these copies in combination with other documents. The lawyers of the firm checked the documents submitted by the company one by one and checked the questions answered by the company. As for the facts that the lawyer should know without sufficient written materials to prove, the lawyer of our firm shall take other necessary and reasonable means to check the relevant matters, including but not limited to online inquiry, consulting the opinions of competent institutions and obtaining relevant certificates, conducting interviews with relevant personnel and making conversation records, etc. And require the company or relevant personnel to issue a written commitment according to the actual needs.
(VI) our lawyer has not authorized any unit or individual to make any explanation or explanation on this legal opinion. (VII) this legal opinion is only for the purpose of Nanjing Public Utilities Development Co.Ltd(000421) implementing this incentive plan, and shall not be used for any other purpose without the written consent of the exchange.
According to the provisions of Article 39 of the administrative measures, the lawyers of the firm express their opinions on relevant legal issues as follows:
1、 Approval and authorization of the adjustment and grant of this equity incentive plan
1. On December 30, 2021, the 8th meeting of the 11th board of directors of the company deliberated and adopted the Nanjing Public Utilities Development Co.Ltd(000421) 2021 restricted stock incentive plan (Draft) and its abstract, the management measures for the implementation and assessment of Nanjing Public Utilities Development Co.Ltd(000421) 2021 restricted stock incentive plan, and the management measures for Nanjing Public Utilities Development Co.Ltd(000421) 2021 fixed-term stock incentive plan. The independent directors of the company have expressed their written independent opinions on the draft equity incentive plan.
2. The fourth meeting of the 11th board of supervisors of the company deliberated and adopted the restricted stock incentive plan for Nanjing Public Utilities Development Co.Ltd(000421) 2021 (Draft) and its abstract, the measures for the administration of the implementation and assessment of the restricted stock incentive plan for Nanjing Public Utilities Development Co.Ltd(000421) 2021, and the measures for the administration of the restricted stock incentive plan for Nanjing Public Utilities Development Co.Ltd(000421) 2021.
3. On December 31, 2021, the state owned assets supervision and Administration Commission of Nanjing Municipal People’s government issued the reply on the implementation of Nanjing Public Utilities Development Co.Ltd(000421) restricted stock incentive plan (Ningguo Ziwei [2021] No. 270), agreed in principle to the Nanjing Public Utilities Development Co.Ltd(000421) 2021 restricted stock incentive plan (Draft), and required the company to submit it to the general meeting of shareholders for deliberation in accordance with relevant regulations.
4. On January 28, 2022, the company announced the announcement on the public solicitation of entrusted voting rights by independent directors. The independent directors of the company solicited voting rights from all shareholders of the company on the proposals related to the company’s 2021 restricted stock incentive plan discussed at the first extraordinary general meeting of 2022 to be held on February 14, 2022.
5. On February 9, 2022, the company announced the statement of the board of supervisors on the verification opinions and publicity of the list of incentive objects of the restricted stock incentive plan in 2021, and confirmed that the list of incentive objects of the restricted stock incentive plan in 2021 was publicized within the company from January 29, 2022 to February 7, 2022, The time limit shall not be less than 10 days. During the publicity period, the company’s employees can give feedback to the company’s board of supervisors in writing. At the expiration of the publicity period, the board of supervisors of the company has not received any objection from any organization or individual to the proposed incentive object. The board of supervisors believes that the persons listed in the list of incentive objects of the incentive plan meet the conditions specified in relevant laws, regulations and normative documents, meet the scope of incentive objects specified in the Nanjing Public Utilities Development Co.Ltd(000421) 2021 restricted stock incentive plan (Draft), and they are legal and effective as the incentive objects of the restricted stock incentive plan.
The company’s incentive plan and its restrictive management plan were reviewed and approved at the first general meeting of shareholders in 2021 {420002} Proposal on Nanjing Public Utilities Development Co.Ltd(000421) measures for the administration of restricted stock incentive plan in 2021 and proposal on submitting to 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.
7. According to the equity incentive plan and the authorization of the general meeting of shareholders to the board of directors, on February 14, 2022, the company held the 10th meeting of the 11th board of directors, deliberated and adopted the proposal on adjusting the list of incentive objects and the number of grants of the restricted stock incentive plan in 2021 According to the proposal on granting restricted shares to the incentive objects of the restricted stock incentive plan in 2021, among the incentive objects to be granted by the company’s equity incentive plan, one incentive object voluntarily gave up participating in the incentive plan for personal reasons. According to the authorization of the company’s first extraordinary shareholders’ meeting in 2022, The board of directors of the company adjusted the list of incentive objects and the number of granted shares in this incentive plan. After adjustment, the number of incentive objects in this incentive plan was adjusted from 120 to 119, and the number of restricted shares granted in this incentive plan was adjusted from 5.72 million shares to 5.685 million shares. The board of Directors considers that the grant conditions specified in the incentive plan of the company have been met and agrees to grant 5.685 million restricted shares to 119 incentive objects meeting the grant conditions at the grant price of 2.48 yuan per share on February 14, 2022. The independent directors of the company have expressed their independent opinions on the grant of this incentive plan.
8. On February 14, 2022, the company held the fifth meeting of the 11th board of supervisors, deliberated and passed the proposal on adjusting the list and number of incentive objects of the restricted stock incentive plan in 2021 and the proposal on granting restricted shares to the incentive objects of the restricted stock incentive plan in 2021, It is agreed that the number of incentive objects of this equity incentive plan will be adjusted from 120 to 119, and the number of restricted shares granted by this equity incentive plan will be adjusted from 5.72 million shares to 5.685 million shares. The board of supervisors believes that the incentive objects granted by the equity incentive plan meet the incentive object conditions specified in the management measures and other laws and regulations and the equity incentive plan, and their subject qualification as the incentive object of the company’s incentive plan is legal and effective; The grant conditions stipulated in the incentive plan have been met, the grant date determined by the board of directors complies with the provisions on the grant date in the administrative measures and the company’s 2021 restricted stock incentive plan (Draft), and neither the company nor the incentive object is allowed to grant or receive restricted shares. It is agreed to grant 5.685 million restricted shares to 119 incentive objects meeting the grant conditions at the grant price of 2.48 yuan per share on February 14, 2022.
In conclusion, our lawyers believe that as of the date of issuance of this legal opinion, the company has obtained the necessary approval and authorization for this adjustment and this grant at this stage, which is in line with the provisions of the company law, management measures and this equity incentive plan.
2、 About the authorization date of restricted shares
According to the resolution of the 10th meeting of the 11th board of directors of the company, the first authorization date of this equity incentive plan is February 14, 2022.
After verification by our lawyers, the authorization date is a trading day and does not belong to the following inter district days:
(I) if the announcement date of the company’s periodic report is delayed for special reasons within 30 days before the publication of the company’s periodic report, it shall be calculated from 30 days before the original scheduled announcement date to 1 day before the announcement;
(II) within 10 days before the announcement of the company’s performance forecast and performance express;
(III) 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 the decision-making process to two trading days after disclosure according to law;
(IV) other periods prescribed by the CSRC and the Shenzhen Stock Exchange.
In conclusion, our lawyers believe that the authorization date of this equity incentive plan complies with the provisions of the company law, management measures and this equity incentive plan.
3、 About authorization conditions and achievements
After verification by our lawyers, the following authorization conditions of Nanjing Public Utilities Development Co.Ltd(000421) restricted shares have been met:
(I) the company is not under any of the following circumstances:
1. The state-owned assets supervision and administration institution or department, the board of supervisors or the audit department raise major objections to the performance or annual financial and accounting report of the listed company;
2. In case of major violations, they are punished by securities regulatory and other relevant departments;
3. 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;
4. 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;
5. Failure to distribute profits in accordance with laws and regulations, articles of association and public commitments within the last 36 months after listing;
6. Equity incentive is not allowed according to laws and regulations;
