Shanghai Junlan law firm
about
Zhejiang Tiantie Industry Co.Ltd(300587)
Matters related to the revision of restricted stock incentive plan in 2022
of
Legal opinion
February, 2002
Shanghai Junlan law firm
About Zhejiang Tiantie Industry Co.Ltd(300587)
Matters related to the revision of the restricted stock incentive plan in 2022
Legal opinion
To: Zhejiang Tiantie Industry Co.Ltd(300587)
Shanghai Junlan law firm (hereinafter referred to as “the firm”) accepts the entrustment of Zhejiang Tiantie Industry Co.Ltd(300587) (hereinafter referred to as “the company” or ” Zhejiang Tiantie Industry Co.Ltd(300587) “), According to the measures for the administration of equity incentive of listed companies (hereinafter referred to as the “administrative measures”), the self regulatory guidelines for companies listed on the gem of Shenzhen Stock Exchange No. 1 – business handling (hereinafter referred to as the “regulatory guidelines”) and other laws According to the relevant requirements of regulations and normative documents, this legal opinion is issued on matters related to the company’s revision of the Zhejiang Tiantie Industry Co.Ltd(300587) 2022 restricted stock incentive plan (Draft) (hereinafter referred to as “incentive plan (Draft)” or “this incentive plan”).
For this legal opinion, our lawyer declares as follows:
(I) in accordance with the securities law of the people’s Republic of China, the measures for the administration of law firms engaging in securities legal business, the rules for the practice of securities legal business of law firms (for Trial Implementation) and other provisions, as well as the facts that have occurred or exist before the date of issuance of this legal opinion, our lawyers have strictly performed their statutory duties and followed the principles of diligence and good faith, Sufficient verification and verification have been carried out to ensure that the facts identified in this legal opinion are true, accurate and complete, the concluding opinions issued are legal and accurate, and there are no false records, misleading statements or major omissions, and bear corresponding legal liabilities.
We have obtained Zhejiang Tiantie Industry Co.Ltd(300587) the following guarantee: Zhejiang Tiantie Industry Co.Ltd(300587) has provided our lawyers with all the documents necessary for issuing this legal opinion. All documents are true, complete, legal and valid. The copies or copies of all documents are consistent with the original or the original, and the signatures and seals on all documents are true; And all facts and documents sufficient to affect the legal judgment made by our lawyers have been disclosed without any concealment, misleading or omission.
The exchange only gives opinions on the legal matters related to the revision of the company’s incentive plan (Draft), but does not give opinions on the rationality of the underlying equity value, assessment standards and other professional matters involved in the revision of the company’s incentive plan (Draft), as well as accounting, auditing and other professional matters, The firm and the handling lawyer do not have the legal qualification to check and judge such professional matters. The statements and data related to such professional matters or the references to the contents of professional reports such as accounting reports and audit reports in this legal opinion by the firm and the handling lawyer do not mean that the firm and the handling lawyer make any express or implied guarantee for the authenticity and effectiveness of these references.
This legal opinion is only for the purpose of revising the incentive plan (Draft), and shall not be used for any other purpose.
Our lawyer agrees to take this legal opinion as a necessary legal document for the revision of Zhejiang Tiantie Industry Co.Ltd(300587) incentive plan (Draft), report it together with other materials, and bear the responsibility for the legal opinion issued in accordance with the law.
In accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, and on the basis of full verification and verification of the relevant documents and facts provided by the company, our lawyers issue the following legal opinions:
1、 Contents of this incentive plan revision
On February 16, 2022, Zhejiang Tiantie Industry Co.Ltd(300587) held the 14th meeting of the 4th board of directors and the 9th meeting of the 4th board of supervisors, deliberated and adopted the proposal on Zhejiang Tiantie Industry Co.Ltd(300587) 2022 restricted stock incentive plan (Revised Draft) and its summary, and the proposal on Zhejiang Tiantie Industry Co.Ltd(300587) 2022 restricted stock incentive plan implementation assessment management measures (Revised Draft), It is agreed to revise the relevant contents of the incentive plan (Draft), as follows:
(I) Chapter IV determination basis and scope of incentive objects
Before revision:
2、 Scope of incentive objects
There are 72 incentive objects involved in this incentive plan, including:
1. Directors and senior managers of the company;
2. Core management personnel and core technical (business) personnel of the company.
The incentive objects involved in this incentive plan do not include independent directors, supervisors and foreign employees, nor do they include shareholders or actual controllers who individually or jointly hold more than 5% of the shares of the company and their spouses, parents and children.
Among the above incentive objects, the directors and senior managers of the company must be elected by the general meeting of shareholders or appointed by the board of directors of the company. All incentive objects must work in the company or its subsidiaries and sign labor contracts, employment contracts or labor contracts when the incentive plan is awarded and during the assessment period.
Revised:
2、 Scope of incentive objects
The total number of incentive objects to be granted for the first time in this incentive plan is 71, including:
1. Directors and senior managers of the company;
2. Core management personnel and core technical (business) personnel of the company.
The incentive objects involved in this incentive plan do not include independent directors, supervisors and foreign employees, nor do they include shareholders or actual controllers who individually or jointly hold more than 5% of the shares of the company and their spouses, parents and children.
Among the above incentive objects, the directors and senior managers of the company must be elected by the general meeting of shareholders or appointed by the board of directors of the company. All incentive objects must work in the company or its subsidiaries and sign labor contracts, employment contracts or labor contracts when the incentive plan is awarded and during the assessment period.
The incentive object of the reserved grant part shall be determined within 12 months after the incentive plan is considered and approved by the general meeting of shareholders. After the proposal of the board of directors, the explicit opinions of the independent directors and the board of supervisors, the professional opinions of lawyers and the legal opinions are issued, the company shall accurately disclose the relevant information of the incentive object in time on the designated website as required. If the incentive object is not specified for more than 12 months, the reserved rights and interests shall become invalid. The criteria for determining the reserved incentive object shall be determined with reference to the criteria for the first award.
(II) Chapter V source, quantity and distribution of restricted shares
Before revision:
2、 Number of restricted shares granted
The number of restricted shares to be granted to the incentive objects in the incentive plan is 4.5 million shares, accounting for about 0.72% of the total capital stock of the company at the time of announcement of the draft incentive plan (since the company is in the stock conversion period of convertible corporate bonds, the total capital stock referred to in the draft is the number of shares as of January 19, 2022).
3、 Distribution of restricted shares granted to incentive objects
The restricted grant accounts for the public interest of the draft plan
Name position nationality number of shares restricted shares total share capital at the time of reporting
Proportion of (10000 shares)
Niu Wenqiang, director and Deputy General Manager China 13.00 2.89% 0.02%
Fan Weiwei, deputy general manager of the board of directors of China 13.02%
secretary
Zheng Shuanglian, deputy general manager and chief financial officer of China 13.00 2.89% 0.02%
prison
Zheng Jianfeng, Deputy General Manager China 13.00 2.89% 0.02%
Core management personnel and core technical (business) personnel 398.00 88.44% 0.63%
(68 persons)
Total (72 persons) 450.00 100.00% 0.72%
Note: 1. The shares of the company granted by any incentive object in this incentive plan through all equity incentive plans within the validity period shall not exceed 1% of the total share capital of the company.
The total number of underlying shares involved in all equity incentive plans of the company within the validity period shall not exceed 20% of the total share capital of the company.
2. If the difference in mantissa between the sum of the above total data and each detailed number is caused by rounding, two decimal places shall be retained.
Revised:
2、 Number of restricted shares granted
The total number of restricted shares to be granted to the incentive objects in the incentive plan is 5 million shares, accounting for about 0.80% of the total share capital of the company at the time of announcement of the incentive plan. Among them, 4.1 million restricted shares were granted for the first time, accounting for about 0.65% of the total share capital of the company at the time of announcement of the incentive plan and 82.00% of the total equity granted this time; 900000 shares are reserved, accounting for about 0.14% of the total share capital of the company at the time of announcement of the incentive plan and 18.00% of the total equity granted this time.
3、 Distribution of restricted shares granted to incentive objects
When the restricted occupation plan is granted and the restricted occupation plan is announced
Name position nationality number of shares proportion of total share capital of total institutional shares
(10000 shares) proportion
Niu Wenqiang, director and deputy general manager of China 13.00 2.60% 0.02%
reason
Fan Weiwei, deputy general manager and Dong China 13.00 2.60% 0.02%
Board Secretary
Zheng Shuanglian, deputy general manager, financial China 13.00 2.60% 0.02%
Business Director
Zheng Jianfeng, Deputy General Manager China 13.00 2.60% 0.02%
The proportion of restricted shares granted to the total share capital of the total number of institutional shares at the time of announcement of the plan (10000 shares)
Core management personnel and core technical (business) personnel 358.00 71.60% 0.57%
(67 persons)
Reserved part 90.00 18.00% 0.14%
Total (71 persons) 500.00 100.00% 0.80%
Note: 1. The shares of the company granted by any incentive object in this incentive plan through all equity incentive plans within the validity period shall not exceed 1% of the total share capital of the company. The total number of underlying shares involved in all equity incentive plans of the company within the validity period shall not exceed 20% of the total share capital of the company. 2. If the difference in mantissa between the sum of the above total data and each detailed number is caused by rounding, two decimal places shall be retained.
(III) Chapter VI validity period, grant date, sales restriction period, release of sales restriction arrangement and lock up period of this incentive plan before revision:
1、 Validity period of this incentive plan
The validity period of the incentive plan shall be from the date of completion of the registration of the grant of restricted shares to the date of completion of all the restricted shares granted to the incentive object, and the maximum period shall not exceed 51 months.
2、 Grant date of this incentive plan
The grant date of the incentive plan shall be determined by the board of directors after the plan is deliberated and approved by the general meeting of shareholders of the company, and the grant date must be the trading day. The company shall grant restricted shares and complete announcement, registration and other relevant procedures within 60 days after the deliberation and approval of the general meeting of shareholders. If the company fails to complete the above work within 60 days, it shall disclose the reasons for the failure in time, announce the termination of the implementation of the incentive plan, and the non granted restricted shares shall become invalid. However, according to the administrative measures and other relevant laws and regulations, the period during which the following listed companies shall not grant rights and interests shall not be counted within 60 days.
3、 The restriction period and lifting arrangement of the incentive plan
The restricted sale period of the restricted shares granted under the incentive plan is 12 months, 24 months and 36 months respectively from the date of completion of the registration of the restricted shares granted. The restricted shares granted to the incentive object under this incentive plan shall not be transferred, used for guarantee or debt repayment before the restriction is lifted.
The restricted shares granted to the incentive object are converted into share capital and shares due to the capital reserve
