Tianjin Jinnuo law firm
About Lizhong Sitong Light Alloys Group Co.Ltd(300428)
Of the restricted stock incentive plan in 2022
Legal opinion
Beijing Tianjin Binhai New Area
Tel：86-22-23133590 Fax：86-22-23133597
http://www.winlawfirm.com.
23rd floor, Wantong center, No. 12, Xuzhou Road, Heping District, Tianjin
February, 2002
catalogue
catalogue 1 interpretation 4 text 5 I. The main body implementing the incentive plan and its qualifications 5 (I) the implementation subject of this incentive plan 5 (II) the company does not have the situation that equity incentive shall not be implemented as stipulated in Article 7 of the incentive management measures 6 II. Main contents and legal compliance of this incentive plan 7 (I) legality and compliance of main contents of incentive plan (Draft) 7 (II) legality and compliance of incentive object determination 7 (III) stock source, quantity and distribution of incentive plan 9 (IV) validity period, grant date, ownership arrangement and lock up period of the incentive plan 11 (V) grant price and determination method of restricted shares 14 (VI) vesting and vesting conditions of restricted shares 14 (VII) handling of changes between the company and incentive objects 18 (VIII) other provisions of this incentive plan 19 III. preparation, deliberation, publicity and other procedures of this incentive plan 19 (I) procedures performed by the company to implement the equity incentive plan 19 (II) procedures to be performed in this incentive plan of the company 20 IV. information disclosure obligations involved in this incentive plan 21 v. the company did not provide financial assistance to the incentive object 21 VI. there is no obvious damage to the interests of the company and all shareholders or violation of relevant laws and regulations in this incentive plan 22 VII. Avoidance of voting of related Directors 24 VIII. Concluding comments twenty-four
Tianjin Jinnuo law firm
About Lizhong Sitong Light Alloys Group Co.Ltd(300428)
Of the restricted stock incentive plan in 2022
Legal opinion
To: Lizhong Sitong Light Alloys Group Co.Ltd(300428)
Tianjin Jinnuo law firm (hereinafter referred to as “the firm”) is entrusted by Lizhong Sitong Light Alloys Group Co.Ltd(300428) (hereinafter referred to as “the company” or ” Lizhong Sitong Light Alloys Group Co.Ltd(300428) “) to act as legal counsel for the company’s restricted stock incentive plan in 2022 (hereinafter referred to as “the incentive plan” or “the incentive plan”). In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of equity incentives of listed companies, the Listing Rules of Shenzhen Stock Exchange on the gem, the self regulatory guidance No. 1 of Shenzhen Stock Exchange on the gem – business handling and other relevant laws, regulations and normative documents that are currently effectively applicable, As well as the Lizhong Sitong Light Alloys Group Co.Ltd(300428) articles of association and other provisions, this legal opinion is issued for the company’s incentive plan.
In order to issue this legal opinion, our lawyers have reviewed the Lizhong Sitong Light Alloys Group Co.Ltd(300428) 2022 restricted stock incentive plan (Draft), the measures for the administration of the implementation and assessment of the 2022 restricted stock incentive plan, the written documents such as the meeting of the board of directors, the meeting of the board of supervisors and the independent opinions of independent directors related to this incentive plan, as well as other documents that our lawyers believe need to be reviewed, And checked and verified the relevant facts and materials by querying the public information of government departments.
For this legal opinion, the office and the handling lawyer hereby make the following statement:
1. Our lawyers promise to express legal opinions based on the facts that have occurred or existed before the issuance date of this legal opinion, the current laws and regulations of China and the relevant provisions of the CSRC and relevant competent authorities and departments, as well as their understanding of the facts and the law.
2. We have obtained the written confirmation and commitment from Lizhong Sitong Light Alloys Group Co.Ltd(300428) , and Lizhong Sitong Light Alloys Group Co.Ltd(300428) has provided us with the original written materials, copies, copies or oral testimony required for the issuance of this legal opinion. All documents or oral testimony are true, complete and effective, and there is no falsehood, concealment, omission or misleading, The copies or copies provided to the exchange are consistent with the original or the original, and the seals and signatures on all documents are true. For the facts that are crucial and cannot be supported by independent evidence, the exchange relies on the supporting documents issued by relevant government departments, Lizhong Sitong Light Alloys Group Co.Ltd(300428) or other relevant units to make reasonable judgments.
3. This legal opinion only expresses legal opinions on legal matters related to Lizhong Sitong Light Alloys Group Co.Ltd(300428) this incentive plan, and does not express opinions on the rationality of the underlying stock value, assessment standards and other aspects involved in this incentive plan, as well as accounting, finance and other non legal professional matters; When this legal opinion quotes relevant financial data or conclusions, we have fulfilled the obligation of ordinary care, but such quotation is not deemed as any express or implied guarantee for the authenticity and accuracy of relevant data and conclusions.
4. The exchange agrees to take this legal opinion as one of the necessary documents of Lizhong Sitong Light Alloys Group Co.Ltd(300428) this incentive plan, record or announce it together with other application materials, and bear corresponding legal liabilities for the legal opinion issued in accordance with the law. 5. This legal opinion is only for Lizhong Sitong Light Alloys Group Co.Ltd(300428) the purpose of this incentive plan, and shall not be used for any other purpose without the written consent of the exchange.
interpretation
Unless otherwise stated in this legal opinion, the specific meanings of the following words are as follows:
Lizhong Sitong Light Alloys Group Co.Ltd(300428) / company means Lizhong Sitong Light Alloys Group Co.Ltd(300428)
This incentive plan / this incentive plan refers to the Lizhong Sitong Light Alloys Group Co.Ltd(300428) 2022 restricted stock incentive plan (Draft)
Incentive plan (Draft) refers to the Lizhong Sitong Light Alloys Group Co.Ltd(300428) 2022 restricted stock incentive plan (Draft)
Assessment management measures refer to the assessment management measures for the implementation of Lizhong Sitong Light Alloys Group Co.Ltd(300428) 2022 restricted stock incentive plan
The second type of restricted stock / restricted refers to the shares of the company obtained and registered by the incentive objects who meet the grant conditions of the incentive plan after meeting the corresponding attribution conditions
Incentive object refers to the employees of the company who are qualified to obtain a certain number of restricted shares in accordance with the provisions of this incentive plan
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
Validity period refers to the period from the date of the first grant of restricted shares to the date when all the restricted shares granted to the incentive object are vested or invalid
Attribution refers to the behavior that the listed company registers the shares in the account of the incentive object after the incentive object of the second type of restricted stock meets the benefit conditions
Attribution conditions refer to the benefit conditions set up by the restricted stock incentive plan, and the incentive object is to obtain the second type of incentive stock
Vesting date refers to the date on which the granted shares are registered after the incentive objects of class II restricted shares meet the benefit conditions. It must be the trading day
Securities Law refers to the securities law of the people’s Republic of China (revised in 2019)
Incentive Management Measures refers to the measures for the management of equity incentive of listed companies (revised in 2018)
Listing Rules refers to the Listing Rules of Shenzhen Stock Exchange gem (revised in 2020)
The self regulatory guide refers to the self regulatory guide for companies listed on the gem of Shenzhen Stock Exchange No. 1 – business handling
Articles of association means the Lizhong Sitong Light Alloys Group Co.Ltd(300428) articles of association
CSRC refers to the China Securities Regulatory Commission
Stock exchange refers to Shenzhen Stock Exchange
Tianjin Jinnuo law firm
The lawyer of this office refers to the handling lawyer appointed by this office to issue this legal opinion for this incentive plan
This legal opinion refers to the legal opinion of Tianjin Jinnuo law firm on the 2022 restricted stock incentive plan of Lizhong Sitong light alloy Group Co., Ltd
Yuan means RMB yuan
text
1、 Subject and qualification of implementing this incentive plan
(I) implementation subject of this incentive plan
The implementation subject of this incentive plan is Lizhong Sitong Light Alloys Group Co.Ltd(300428) .
Lizhong Sitong Light Alloys Group Co.Ltd(300428) is approved by the reply on Approving the initial public offering of shares of Hebei Sitong new metal materials Co., Ltd. (zjxk [2015] No. 320) of China Securities Regulatory Commission and the notice on the listing of RMB common shares of Hebei Sitong new metal materials Co., Ltd. on the gem (SZS [2015] No. 101) of the stock exchange, The securities of the listed company listed on the gem of the stock exchange on March 19, 2015 are referred to as “Sitong new materials” (on April 23, 2021, the company name was changed from “Hebei Sitong new metal materials Co., Ltd.” to “Lizhong Sitong light alloy Group Co., Ltd.” and the securities abbreviation was changed from “Sitong new materials” to ” Lizhong Sitong Light Alloys Group Co.Ltd(300428) “), Stock code “300428”.
As of the date of this legal opinion, the basic information of Lizhong Sitong Light Alloys Group Co.Ltd(300428) is as follows:
Company name Lizhong Sitong Light Alloys Group Co.Ltd(300428)
Stock code 300428
Unified social credit code 911306007183686135
Registered capital: RMB 61695696500
Legal representative: Zang Yongxing
Other non-ferrous metal calendering. Manufacturing and marketing of aluminum based master alloys, copper based master alloys, iron-based master alloys, nickel based master alloys, zinc based master alloys, lead based master alloys and special alloy materials; Manufacturing and sales of metal additives and metal fluxes (excluding dangerous goods); Operate the export business of the self-produced products of the enterprise and the import business of mechanical equipment, spare parts and raw and auxiliary materials required by the enterprise; Research, development and technology transfer of new metal materials; Own house lease. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
Date of establishment: July 28, 1998
Business term: July 28, 1998 to July 27, 2038
Enterprise type: joint stock limited company (listed, invested or controlled by natural person)
Registered address: No. 359, Fazhan West Street, Qingyuan District, Baoding City
Existence of registration status (in operation, opening, registered)
Upon verification of the current effective articles of association of Lizhong Sitong Light Alloys Group Co.Ltd(300428) , examination of the information publicized by the stock exchange and the national enterprise credit inquiry system, and confirmation by Lizhong Sitong Light Alloys Group Co.Ltd(300428) , as of the date of issuance of this legal opinion, Lizhong Sitong Light Alloys Group Co.Ltd(300428) exists legally and effectively, and there is no need to terminate in accordance with laws, regulations, normative documents and the provisions of the articles of association.
(II) the company does not have the situation that equity incentive shall not be implemented as stipulated in Article 7 of the incentive management measures
According to the audit report (xcsz [2021] No. 251z0105) and internal control certificate (xczz [2021] No. 251z0019) issued by Rongcheng Certified Public Accountants (special general partnership) on April 23, 2021
