Shanghai jintiancheng law firm
On matters related to the first grant of Nanjing Textiles Import & Export Corp.Ltd(600250) 2021 stock option incentive plan
Legal opinion
Address: 11, 12, Shanghai Center Tower, 501 Yingcheng Middle Road, Pudong New Area, Shanghai.
Tel: (86-21) 20511000
Fax: (86-21) 20511999
Postal Code: 200120
Website: www.allbrightlaw.com com.
About Nanjing Textiles Import & Export Corp.Ltd(600250)
Matters related to the first grant of stock option incentive plan in 2021
Legal opinion
To: Nanjing Textiles Import & Export Corp.Ltd(600250)
Shanghai jintiancheng law firm has accepted the entrustment of the company as the special legal adviser for the Nanjing Textiles Import & Export Corp.Ltd(600250) 2021 stock option incentive plan, and issued this legal opinion on the incentive plan in accordance with the provisions of the company law, the securities law, the administrative measures and other relevant laws, regulations and normative documents.
Part I statement
For the issuance of this legal opinion, our lawyer hereby makes the following statement:
1. In accordance with the relevant provisions of the company law, the securities law, the administrative measures and other currently effective relevant laws, administrative regulations and normative documents, as well as the relevant normative documents of the CSRC and the Shanghai Stock Exchange, and in accordance with the requirements of the practice measures of law firms and the practice rules of law firms, and in accordance with the business standards recognized by the lawyer industry This legal opinion is issued in the spirit of ethics and diligence.
2. In accordance with the provisions of the securities law, the practice measures of law firms, the practice rules of law firms and other regulations and the facts occurring or existing before the date of issuance of this legal opinion, the firm 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 It shall be accurate and complete, and the issued concluding opinions shall be legal and accurate, without false records, misleading statements or major omissions, and shall bear corresponding legal liabilities.
3. In order to issue this legal opinion, our lawyers have checked the originals, copies or copies of documents and materials related to the issuance of this legal opinion provided by Nanjing Textiles Import & Export Corp.Ltd(600250) and other relevant parties, and conducted necessary verification and verification on relevant issues. Nanjing Textiles Import & Export Corp.Ltd(600250) and other relevant parties have made the following guarantees: all documents, materials and information provided by them on Nanjing Textiles Import & Export Corp.Ltd(600250) this incentive plan are true, accurate and complete, there are no false records, misleading statements or major omissions, all signatures and seals on the documents are true, the copies are consistent with the original, and they are satisfied with the authenticity, accuracy and accuracy of all documents, materials and information provided Assume corresponding legal responsibilities for accuracy and completeness.
4. For the facts related to the issuance of this legal opinion that are difficult to conduct comprehensive verification due to objective restrictions or cannot be supported by independent evidence, our lawyers rely on the supporting documents issued by relevant government departments, other relevant institutions or relevant parties of this incentive plan to issue this legal opinion.
5. Our lawyers only express opinions on the legal issues related to Nanjing Textiles Import & Export Corp.Ltd(600250) this incentive plan, but do not express opinions on non legal issues such as professional matters such as accounting and audit, and the rationality of the grant conditions, stock value and assessment standards of this incentive plan. The quotation of some data and conclusions in the audit report and incentive plan in this legal opinion does not mean that the exchange or its lawyers make any express or implied guarantee for the authenticity and accuracy of these data or conclusions. The firm and its lawyers are not properly qualified to verify and evaluate such data and conclusions.
6. Our lawyers agree to submit this legal opinion as a necessary legal document for Nanjing Textiles Import & Export Corp.Ltd(600250) this incentive plan together with other materials, and bear the responsibility for the legal opinion issued in accordance with the law.
7. Our lawyers agree that Nanjing Textiles Import & Export Corp.Ltd(600250) quote the relevant contents of this legal opinion in part or in whole in the relevant documents prepared by Nanjing Textiles Import & Export Corp.Ltd(600250) for the implementation of this incentive plan, but when Nanjing Textiles Import & Export Corp.Ltd(600250) makes the above quotation, it shall not lead to legal ambiguity or misinterpretation due to quotation.
8. The firm and its lawyers have not authorized any unit or individual to make any explanation or explanation on this legal opinion.
9. This legal opinion is only for the purpose of Nanjing Textiles Import & Export Corp.Ltd(600250) this incentive plan and shall not be used for any other purpose.
Based on the above statement, in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, our lawyers have issued the following legal opinions on Nanjing Textiles Import & Export Corp.Ltd(600250) this incentive plan:
Part II interpretation
In this legal opinion, unless the context otherwise requires, the following words or abbreviations have the following meanings:
Abbreviation refers to the corresponding full name or meaning
Nanjing Textiles Import & Export Corp.Ltd(600250) , listed company, company refers to Nanjing Textiles Import & Export Corp.Ltd(600250)
Incentive plan (Draft) refers to the Nanjing Textiles Import & Export Corp.Ltd(600250) 2021 stock option incentive plan (Draft)
This incentive plan and this equity incentive refer to the 2021 stock option incentive plan implemented by Nanjing Textiles Import & Export Corp.Ltd(600250) according to the incentive plan (Draft)
Nanjing Textiles Import & Export Corp.Ltd(600250) matters related to this grant / this grant in 2021 implemented in accordance with the incentive plan (Draft) refer to matters related to the first grant of stock options to incentive objects in the stock option incentive plan in
CSRC refers to the China Securities Regulatory Commission
Shanghai Stock Exchange and stock exchange refer to Shanghai Stock Exchange
Shanghai jintiancheng law firm
Nanjing SASAC refers to the state owned assets supervision and Administration Commission of Nanjing Municipal People’s government
The legal opinion of Shanghai jintiancheng law firm on Nanjing Textile Import and export refers to the legal opinion on matters related to the first grant of stock option incentive plan of Co., Ltd. in 2021
Securities Law refers to the securities law of the people’s Republic of China
Company Law refers to the company law of the people’s Republic of China
The Administrative Measures refer to the administrative measures for equity incentive of listed companies
The practice measures of law firms refer to the measures for the administration of law firms engaging in securities legal business
The practice rules of law firms refer to the practice rules of securities legal business of law firms (for Trial Implementation)
Yuan and 10000 yuan refer to RMB yuan and 10000 yuan
China means the people’s Republic of China (for the purpose of this legal opinion, excluding the Hong Kong Special Administrative Region, the Macao Special Administrative Region and Taiwan)
China’s laws refer to laws, administrative regulations, local laws, regulations and other normative documents in Chinese mainland.
In this legal opinion, if there are differences in the mantissa between the sum of some total numbers and each detailed number, these differences are caused by rounding.
The third part is the main body
1、 Approval and authorization granted this time
1. On December 17, 2021, the company held the 5th meeting of the 10th board of directors, which deliberated and adopted the incentive plan (Draft) and its summary Measures for the administration of Nanjing Textiles Import & Export Corp.Ltd(600250) 2021 stock option incentive plan, measures for the administration of the implementation and assessment of Nanjing Textiles Import & Export Corp.Ltd(600250) 2021 stock option incentive plan, and proposal on submitting to the general meeting of shareholders of the company to authorize the board of directors to handle matters related to 2021 stock option incentive plan. On December 17, 2021, the independent directors of the company issued independent opinions on the incentive plan (Draft) and its abstract.
2. On December 17, 2021, the company held the 4th meeting of the 10th board of supervisors, which reviewed and approved the incentive plan (Draft) and its abstract, the measures for the administration of Nanjing Textiles Import & Export Corp.Ltd(600250) 2021 stock option incentive plan and the measures for the administration of the implementation and assessment of Nanjing Textiles Import & Export Corp.Ltd(600250) 2021 stock option incentive plan, and verified the list of incentive objects granted for the first time in the incentive plan. 3. On December 30, 2021, the company received the reply of Nanjing SASAC on Nanjing Textiles Import & Export Corp.Ltd(600250) implementing the stock option incentive plan (Ningguo Ziwei Kao [2021] No. 268) forwarded by the controlling shareholder Nanjing Tourism Group Co., Ltd., agreed in principle to the incentive plan (Draft), and required the listed company to submit it to the general meeting of shareholders for deliberation in accordance with relevant regulations.
4. On January 7, 2022, the company held the first extraordinary general meeting of shareholders in 2022, which deliberated and adopted the incentive plan (Draft) and its summary Measures for the administration of Nanjing Textiles Import & Export Corp.Ltd(600250) 2021 stock option incentive plan, measures for the administration of the implementation and assessment of Nanjing Textiles Import & Export Corp.Ltd(600250) 2021 stock option incentive plan, and proposal on submitting to the general meeting of shareholders of the company to authorize the board of directors to handle matters related to 2021 stock option incentive plan.
5. On February 17, 2022, the company held the 7th Meeting of the 10th board of directors, which deliberated and adopted the proposal on granting stock options to the incentive objects of 2021 stock option incentive plan for the first time. The independent directors of the company expressed independent opinions on relevant matters.
6. On February 17, 2022, the company held the 5th meeting of the 10th board of supervisors, which deliberated and adopted the proposal on granting stock options to the incentive objects of 2021 stock option incentive plan for the first time.
In conclusion, our lawyers believe that as of the date of issuance of this legal opinion, the relevant matters of the company’s current grant have obtained the necessary approval and authorization at this stage, and comply with the relevant provisions of the company law, the securities law, the administrative measures and the incentive plan (Draft).
2、 Details of this grant
(I) date of this grant
According to the proposal on the first grant of stock options to the incentive objects of the 2021 stock option incentive plan deliberated and adopted at the 7th Meeting of the 10th board of directors, the board of directors of the company determined February 17, 2022 as the grant date. The independent directors of the company expressed independent opinions on the above matters related to the board of directors, considered that the grant date was in line with the relevant provisions on the grant date in the incentive plan (Draft) and management measures, and agreed to take February 17, 2022 as the first grant date.
According to the proposal on the first grant of stock options to the incentive objects of the 2021 stock option incentive plan deliberated and adopted at the fifth meeting of the 10th board of supervisors, the board of supervisors agreed that the first grant date of the incentive plan is February 17, 2022.
After verification by the lawyers of the firm, the grant date of this grant is the trading day, and it complies with the relevant provisions of the management measures and the incentive plan (Draft) within 60 days from the date of deliberation and approval of this incentive plan by the general meeting of shareholders. (II) object and quantity of this grant
According to the proposal on the first grant of stock options to the incentive objects of the 2021 stock option incentive plan deliberated and adopted at the 7th Meeting of the 10th board of directors of the company, the board of directors of the company determined that the total number of granted objects was 30 and the number of granted stock options was 7.5 million. The independent directors of the company expressed independent opinions on the above matters related to the board of directors, believed that there was no prohibition on granting stock options to the incentive objects for the first time, and the subject qualification of the incentive objects was legal and effective, and agreed to grant 7.5 million stock options to 30 eligible incentive objects for the first time at the exercise price of 4.85 yuan / share.
According to the proposal on granting stock options to the incentive objects of 2021 stock option incentive plan for the first time deliberated and adopted at the 5th meeting of the 10th board of supervisors of the company, the board of supervisors agreed to grant 7.5 million stock options to 30 incentive objects for the first time at the exercise price of 4.85 yuan / share.
In conclusion, our lawyers believe that the granting objects and the number of awards are in line with the relevant provisions of the administrative measures and the incentive plan (Draft).
3、 Conditions of this grant
According to the incentive plan (Draft), incentive objects can only be granted stock options if they meet the following conditions at the same time; On the contrary, if any of the following grant conditions are not met, stock options cannot be granted to the incentive object:
（1） The company does not have the following circumstances:
1. The financial accounting report of the latest fiscal year is registered as accountant
