Shanghai Guangfa law firm
About Shanghai Haoyuan Chemexpress Co.Ltd(688131)
On the first grant of restricted stock incentive plan in 2022
Legal opinion
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Shanghai Guangfa law firm
About Shanghai Haoyuan Chemexpress Co.Ltd(688131)
Legal opinions on the first grant of restricted stock incentive plan in 2022
To: Shanghai Haoyuan Chemexpress Co.Ltd(688131)
Shanghai Guangfa law firm (hereinafter referred to as “the firm”) has accepted the entrustment of Shanghai Haoyuan Chemexpress Co.Ltd(688131) (hereinafter referred to as “the company”) as the special legal adviser for its implementation of the restricted stock incentive plan in 2022 (hereinafter referred to as “the equity incentive plan”), and made a detailed investigation on the first grant of restricted shares involved in the equity incentive plan, In accordance with the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), the company law of the people’s Republic of China (hereinafter referred to as the “company law”), and the measures for the administration of equity incentives of listed companies (hereinafter referred to as the “administrative measures”) promulgated by the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”) Laws and regulations such as the Listing Rules of shares on the science and Innovation Board of Shanghai Stock Exchange (hereinafter referred to as the “Listing Rules”) and the self regulatory guide for listed companies on the science and Innovation Board No. 4 – disclosure of equity incentive information (hereinafter referred to as the “self regulatory guide”) issued by Shanghai Stock Exchange This legal opinion is issued in accordance with the provisions of normative documents and the Shanghai Haoyuan Chemexpress Co.Ltd(688131) articles of Association (hereinafter referred to as the “articles of association”), and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry.
Based on the facts that have occurred or existed before the date of issuance of this legal opinion, the current laws and regulations of China and the relevant provisions of the CSRC, the exchange issued a legal opinion and declared as follows: the exchange and its handling lawyers in accordance with the securities law The provisions of 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) and the facts that have occurred or exist before the date of issuance of this legal opinion have strictly performed their statutory duties, followed the principles of diligence and good faith, and conducted sufficient 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.
In the process of investigation for issuing this legal opinion, the company guarantees that it has provided the original written materials and copies that the company considers necessary for issuing this legal opinion, and ensures that the above documents are true, accurate and complete, that all signatures and seals on the documents are true, and that the copies are consistent with the original.
The exchange agrees to take this legal opinion as one of the necessary legal documents for the company’s equity incentive plan, submit it to Shanghai stock exchange together with other materials for public disclosure, and is willing to bear corresponding legal liabilities. This legal opinion is only for the purpose of this equity incentive plan and shall not be used for any other purpose without the prior written consent of the exchange.
In accordance with the requirements of the law and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, the lawyers of the firm issued the following legal opinions on the first grant of restricted shares involved in the equity incentive plan.
1、 Approval and authorization of the first grant of this equity incentive plan
The lawyer of the firm consulted the relevant meeting materials of the company on the matters of the equity incentive plan. According to the verification of our lawyers, the first grant of the company’s equity incentive plan has been approved and authorized as follows: 1 The remuneration and assessment committee of the board of directors of the company formulated the restricted stock incentive plan (Draft) for Shanghai Haoyuan Chemexpress Co.Ltd(688131) 2022 (hereinafter referred to as “stock incentive plan (Draft)”) and the measures for the administration of the implementation and assessment of the restricted stock incentive plan for Shanghai Haoyuan Chemexpress Co.Ltd(688131) 2022, which were submitted to the second meeting of the third board of directors of the company for deliberation. On January 26, 2022, the company held the second meeting of the third board of directors, The meeting deliberated and adopted the proposal on the company’s 2022 restricted stock incentive plan (Draft) and its summary, the proposal on the measures for the implementation and assessment of the company’s 2022 restricted stock incentive plan, and the proposal on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to the restricted stock incentive plan. The independent directors of the company expressed independent opinions on the relevant proposals of the incentive plan.
2. On January 26, 2022, the company held the second meeting of the third board of supervisors, The proposal on the company’s 2022 restricted stock incentive plan (Draft) and its summary, the proposal on the measures for the implementation and assessment of the company’s 2022 restricted stock incentive plan, and the proposal on verifying the list of incentive objects granted by the company’s 2022 restricted stock incentive plan for the first time were reviewed and approved, The board of supervisors of the company verified the relevant matters of the incentive plan and issued relevant verification opinions.
3. From January 27, 2022 to February 5, 2022, the company publicized the list of incentive objects to be granted for the first time in the incentive plan within the company. During the publicity period, the board of supervisors of the company did not receive any objection to the proposed incentive object.
4. On February 10, 2022, the board of supervisors of the company issued a statement on the verification and publicity of the incentive list, which meets the conditions specified in relevant laws, regulations and normative documents. It is legal and effective as the incentive object of the restricted stock incentive plan.
5. On February 15, 2022, the company held the third extraordinary general meeting of shareholders in 2022, The proposal on the company’s 2022 restricted stock incentive plan (Draft) and its summary, the proposal on the measures for the implementation and assessment of the company’s 2022 restricted stock incentive plan, and the proposal on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to the restricted stock incentive plan were reviewed and passed.
6. On February 15, 2022, the company held the third meeting of the third board of directors, deliberated and adopted the proposal on granting restricted shares to incentive objects for the first time. The board of directors considered that the grant conditions stipulated in the equity incentive plan had been met and agreed to grant 800000 restricted shares to 221 incentive objects. According to the authorization of the company’s third extraordinary general meeting in 2022, the board of directors determined that the grant date of the company’s equity incentive plan is February 15, 2022.
The independent directors of the company expressed independent opinions on matters related to the grant of the equity incentive plan, considered that the grant conditions specified in the equity incentive plan had been met, and agreed to the first grant of the company’s equity incentive plan. 7. On February 15, 2022, the company held the third meeting of the third board of supervisors, deliberated and passed the proposal on granting restricted shares to incentive objects for the first time, checked whether the conditions for the first grant of this incentive plan have been met, and considered that the company has the subject qualification to implement the equity incentive plan, and the subject qualification of incentive objects granted restricted shares this time is legal Effective and meet the grant conditions specified in the equity incentive plan. The exchange believes that the grant of the equity incentive plan of the company has obtained the necessary approval and authorization, and is in line with the relevant provisions of the administrative measures and the Shanghai Haoyuan Chemexpress Co.Ltd(688131) 2022 restricted stock incentive plan (hereinafter referred to as the “stock incentive plan”).
2、 About the grant of this equity incentive plan
(I) about the grant date of this equity incentive plan
The lawyers of the firm consulted the relevant meeting documents on the determination of the grant date of the equity incentive plan. According to the verification of our lawyers, the determination of the grant date of this equity incentive plan is as follows:
1. According to the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the restricted stock incentive plan deliberated and adopted at the third extraordinary general meeting of shareholders in 2022, the general meeting of shareholders authorized the board of directors to determine the grant date of the equity incentive plan.
2. On February 15, 2022, the company held the third meeting of the third board of directors, deliberated and approved the proposal on granting restricted shares to incentive objects for the first time, and determined that the grant date of this equity incentive plan is February 15, 2022.
3. According to the verification of our lawyers, the grant date determined by the board of directors is the trading day, and within 60 days from the date when the incentive plan (Draft) and its summary are deliberated and approved by the general meeting of shareholders of the company.
The exchange believes that the granting date of restricted shares involved in the company’s equity incentive plan complies with the administrative measures and other relevant laws, regulations, normative documents and the relevant provisions of the stock incentive plan.
(II) about the grant object, quantity and price of this equity incentive plan
The lawyers of the firm consulted the relevant meeting documents on the granting object, quantity and price of the equity incentive plan. According to the verification of our lawyers, the granting objects, quantity and price of this equity incentive plan are as follows:
1. According to the proposal on the company’s 2022 restricted stock incentive plan (Draft) and its summary deliberated and adopted at the third extraordinary general meeting of the company in 2022, 221 incentive objects are granted in this equity incentive plan, 800000 restricted shares are granted, and the grant price is 110 yuan / share.
2. The proposal on the granting of restricted shares to the third board of directors on February 2022 was approved at the 15th meeting of the third board of directors on the granting of restricted shares with the price of RMB 1.1 million on February 2022. 3. On February 15, 2022, the company held the third meeting of the third board of supervisors, deliberated and approved the proposal on granting restricted shares to incentive objects for the first time, and agreed that the company would grant 800000 class II restricted shares to 221 incentive objects on February 15, 2022, with the grant price of 110 yuan / share. The exchange believes that the granting object, quantity and price of restricted shares involved in the company’s equity incentive plan comply with the administrative measures and other relevant laws, regulations, normative documents and the relevant provisions of the stock incentive plan. (III) conditions for granting the equity incentive plan
According to the administrative measures, stock incentive plan and other relevant provisions, our lawyers checked the conditions for the grant of the company’s equity incentive plan.
1. According to the verification of our lawyers, as of the date of issuance of this legal opinion, the company has not been 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 latest 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 is not allowed according to laws and regulations;
(5) Other circumstances recognized by the CSRC.
2. According to the verification of our lawyers, as of the date of issuance of this legal opinion, the incentive objects of this equity incentive plan have not been under any of the following circumstances:
(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;
(6) Other circumstances recognized by the CSRC.
The exchange believes that the restricted stock grant involved in this equity incentive plan complies with the provisions of the administrative measures and other relevant laws, regulations and normative documents as well as the stock incentive plan.
3、 Concluding observations
To sum up, the exchange believes that the first grant of restricted shares involved in this equity incentive plan has obtained the necessary approval and authorization, and the determination of the authorization date of this equity incentive plan and the grant object, grant quantity, grant price and other matters are in line with the provisions of the administrative measures and other relevant laws, regulations, normative documents and the stock incentive plan; The grant conditions specified in the stock incentive plan of the company have been met, and the restricted stock grant of the company is legal and effective.
This legal opinion is made in four originals.
Head of Shanghai Guangfa law firm: Meng FanFeng
Handling lawyer: he Xiaotian, Gu Yan
February 15, 2022
