Guohao law firm (Tianjin)
about
Guizhou Chanhen Chemical Corporation(002895)
Legal opinions on the adjustment and grant of restricted stock incentive plan in 2022
28th floor, China Life Financial Center, No. 38 Qufu Road, Heping District, Tianjin zip code: 300042
28/F, China Life Financial Center, 38 Qufu Road, Heping Dis trict, Tianjin, China， 30004
Tel: + 86 22 5899 9890 Fax: + 86 22 8558 667
Website / Web site: http://www.grandall.com.cn.
February 2022
interpretation
Unless otherwise specified in this legal opinion, the following abbreviations have the following meanings:
Our firm / our lawyers refer to Guohao law firm (Tianjin) and lawyers
Guizhou Chanhen Chemical Corporation(002895) / company means Guizhou Chanhen Chemical Corporation(002895)
A share refers to RMB common shares listed in China
Company Law refers to the company law of the people's Republic of China
Securities Law refers to the securities law of the people's Republic of China
The measures for the administration of equity incentives refer to the measures for the administration of equity incentives of listed companies
The articles of association refers to the Guizhou Chanhen Chemical Corporation(002895) articles of association
CSRC refers to the China Securities Regulatory Commission
Stock exchange refers to Shenzhen Stock Exchange
This plan / incentive plan / this incentive is based on Guizhou Chanhen Chemical Corporation(002895) shares, and the restrictions on relevant employees refer to
Planned stock incentive plan
The Guizhou Chanhen Chemical Corporation(002895) 2022 restricted stock incentive plan (Draft) of the incentive plan was deliberated and approved at the first extraordinary general meeting of shareholders in 2022
Assessment management of incentive plan implementation Guizhou Chanhen Chemical Corporation(002895) 2022 restricted stock index
Measures for the administration of assessment of the implementation of ticket incentive plan
Yuan means RMB yuan
Guohao law firm (Tianjin)
About Guizhou Chanhen Chemical Corporation(002895)
Adjustment and grant of restricted stock incentive plan in 2022
Legal opinion
To: Guizhou Chanhen Chemical Corporation(002895)
Guohao law firm (Tianjin) (hereinafter referred to as "the firm") accepts the entrustment of Guizhou Chanhen Chemical Corporation(002895) (hereinafter referred to as " Guizhou Chanhen Chemical Corporation(002895) " or "the company") as the legal adviser of the company for the implementation of the restricted stock incentive plan, In accordance with the provisions of current laws, regulations, rules and other normative documents such as the company law, the securities law, the lawyer law, the measures for the administration of securities legal business of law firms, the rules for the practice of securities legal business of law firms (for Trial Implementation), the measures for the administration of equity incentive of listed companies and so on, This legal opinion is issued on matters related to the adjustment and grant of this incentive plan (hereinafter referred to as "this adjustment and grant").
For the purpose of issuing this legal opinion, the exchange has checked the relevant facts and legal matters related to the company's incentive plan in accordance with the provisions of relevant laws and regulations.
In addition, our lawyers have consulted the documents provided by the company and considered necessary for issuing this legal opinion, and have made necessary inquiries to the company and its senior managers on the matters related to this adjustment and grant.
The exchange makes the following statement on the issuance of this legal opinion:
1. We only express legal opinions based on the facts that occurred before the date of issuance of this legal opinion, our understanding of these facts and the understanding of relevant laws and regulations promulgated and implemented before the date of issuance of this legal opinion.
2. The company has guaranteed to the exchange that during the investigation conducted by the exchange to issue this legal opinion, the documents, materials and statements and explanations provided by the company are true, accurate and complete, and all facts and documents sufficient to affect this legal opinion have been disclosed to the exchange without any concealment, falsehood and omission. The copy materials or copies provided are consistent and consistent with the original materials or originals; The signatures and seals on the documents and materials provided are true, and the legal procedures required for such signatures and seals have been performed and legally authorized; All oral statements and explanations are consistent with the facts.
3. In this legal opinion, the exchange only expressed opinions on the legal issues involved in the adjustment and grant of the company, but did not express opinions on non legal professional matters such as accounting and audit. The quotation of some data and conclusions in relevant accounting statements and audit reports in this legal opinion does not mean that the exchange makes any express or implied guarantee for the authenticity and accuracy of such data and conclusions, and the exchange is not qualified to verify and evaluate the contents of such documents.
4. The exchange promises to give legal opinions in accordance with the facts that have occurred or existed before the date of issuance of this legal opinion and the current laws and regulations of China; We have strictly performed our statutory duties, followed the principles of diligence and good faith, and conducted full due diligence on the legality and compliance of this incentive plan to ensure that there are no false records, misleading statements and major omissions in the legal opinion.
5. This legal opinion is only used for the purpose of the company's incentive plan, and shall not be used for any other purpose by any other person. Agree to take this legal opinion as a necessary legal document for this incentive plan and submit it together with other materials; Willing to disclose documents publicly and bear corresponding legal liabilities. Our lawyers have checked the documents and facts provided by the company in accordance with the business standards, ethics and the spirit of diligence recognized by the Chinese lawyer industry, and now issue the following legal opinions:
1、 Approval and authorization of this incentive plan
As of the date of issuance of this legal opinion, Guizhou Chanhen Chemical Corporation(002895) has performed the following procedures for the implementation of this incentive plan:
1. On January 7, 2022, Guizhou Chanhen Chemical Corporation(002895) the first meeting of the remuneration and assessment committee of the third board of directors deliberated and approved the proposal on the 2022 restricted stock incentive plan (Draft) > and its summary and the proposal on the measures for the administration of the implementation and assessment of the 2022 restricted stock incentive plan.
2. On January 13, 2022, Guizhou Chanhen Chemical Corporation(002895) the 12th meeting of the third board of directors deliberated and approved the following proposals related to the equity incentive plan: the proposal of and its summary, the proposal of , and the proposal of submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive. Affiliated directors Wu Haibin, Zhang Haibo, Wang Jiacai, Duan Haoran and he Yonghui have avoided voting in accordance with relevant regulations, and relevant proposals are considered and voted by non affiliated directors.
3. On January 13, 2022, Guizhou Chanhen Chemical Corporation(002895) independent directors expressed independent opinions on relevant proposals. 4. On January 13, 2022, Guizhou Chanhen Chemical Corporation(002895) the seventh meeting of the third board of supervisors deliberated and approved the following proposals related to the equity incentive plan: the proposal on the 2022 restricted stock incentive plan (Draft) > and its summary, the proposal on the measures for the implementation and assessment of the 2022 restricted stock incentive plan, and the proposal on the verification of the list of incentive objects first granted by the company's 2022 restricted stock incentive plan , the board of supervisors checked the list of incentive objects of this equity incentive plan.
5. On January 14, 2022, Guizhou Chanhen Chemical Corporation(002895) disclosed the list of incentive objects first granted by the Guizhou Chanhen Chemical Corporation(002895) 2022 restricted stock incentive plan on cninfo.com, the designated information disclosure website, and publicized the incentive objects first granted by the 2022 restricted stock incentive plan on the same day. The publicity period is from January 14, 2022 to February 11, 2022, The publicity period shall not be less than 10 days.
6. On February 16, 2022, the Guizhou Chanhen Chemical Corporation(002895) board of supervisors made the announcement of the Guizhou Chanhen Chemical Corporation(002895) board of supervisors' review opinions on the list of incentive objects granted for the first time in the 2022 restricted stock incentive plan and the explanation of publicity. The Guizhou Chanhen Chemical Corporation(002895) board of supervisors considered that the incentive objects granted for the first time in the 2022 restricted stock incentive plan of the company met the incentive object conditions specified in the management measures, It complies with the scope of incentive objects specified in the company's restricted stock incentive plan 2022 (Draft), and its subject qualification as the incentive object first granted by the company's restricted stock incentive plan 2022 is legal and effective.
7. On February 21, 2022, Guizhou Chanhen Chemical Corporation(002895) held the first extraordinary general meeting of shareholders in 2022, deliberated and approved the proposal of and its summary, the proposal of , and the proposal of requesting the shareholders' meeting to authorize the board of directors to handle matters related to equity incentive. Guizhou Chanhen Chemical Corporation(002895) has prepared the self inspection report on the trading of shares of the company by insiders of the restricted stock incentive plan in Guizhou Chanhen Chemical Corporation(002895) 2022. The conclusion is that the company has established relevant systems of information disclosure and insider information management in accordance with the provisions of relevant laws, regulations and normative documents; During the planning and discussion of this equity incentive plan, the company has taken corresponding confidentiality measures in accordance with the above provisions, limited the scope of personnel who have access to inside information, and timely registered the relevant company personnel and intermediaries who have access to inside information; Before the announcement of the draft equity incentive plan, the company did not disclose information.
8. On February 21, 2022, Guizhou Chanhen Chemical Corporation(002895) held the 13th meeting of the third board of directors, deliberated and approved the proposal on adjusting the list of incentive objects and the number of rights and interests granted for the first time in the 2022 restricted stock incentive plan and the proposal on granting restricted shares to incentive objects granted for the first time in the 2022 restricted stock incentive plan.
9. On February 21, 2022, Guizhou Chanhen Chemical Corporation(002895) independent directors expressed unanimous and independent opinions on the proposal to adjust the list of incentive objects and the number of rights and interests granted for the first time in the 2022 restricted stock incentive plan and the proposal to grant restricted shares to incentive objects for the first time in the 2022 restricted stock incentive plan, Guizhou Chanhen Chemical Corporation(002895) the board of supervisors reconfirmed the adjusted list of incentive objects and expressed its consent.
In conclusion, our lawyers believe that the company's implementation of this adjustment and grant complies with the relevant provisions of the measures for the administration of equity incentive, the articles of association and the incentive plan, and the resolution of this adjustment and grant is legal and effective.
2、 Adjustment of this incentive plan
According to the incentive plan approved by the company's first extraordinary general meeting in 2022, there are 483 incentive objects in this incentive plan. The number of restricted shares to be granted to incentive objects in this incentive plan is 8.14 million, including 7.14 million shares for the first time and 1 million shares reserved.
Among the incentive objects of the company's restricted stock incentive plan in 2022, 7 incentive objects voluntarily give up the subscription of some restricted shares to be granted by the company for personal reasons, and 28 incentive objects voluntarily give up the subscription of all restricted shares to be granted by the company for personal reasons, with a total of 286000 shares. According to the authorization of the company's first extraordinary general meeting in 2022, the board of directors adjusted the list of incentive objects and the number of rights and interests granted for the first time. After the adjustment, the number of incentive objects granted for the first time was adjusted from 483 to 455, and the total number of restricted shares granted for the first time was adjusted from 7.14 million shares to 6.854 million shares.
In addition to the above adjustments, this grant is consistent with the incentive plan deliberated and approved by the company's first extraordinary general meeting of shareholders in 2022. According to the authorization of the company's first extraordinary general meeting in 2022, this adjustment does not need to be submitted to the general meeting of shareholders for deliberation. The board of supervisors verified the adjusted list of incentive objects, and the independent directors of the company expressed independent opinions on it.
On February 21, 2022, the 13th meeting of the third board of directors and the 8th meeting of the third board of supervisors of the company held a meeting on the above adjustment, and deliberated and adopted the proposal on adjusting the list of incentive objects and the number of rights and interests granted for the first time by the restricted stock incentive plan in 2022.
In conclusion, our lawyers believe that this adjustment complies with the provisions of relevant laws and regulations such as the measures for the administration of equity incentive, the articles of association and the incentive plan.
3、 Grant of this incentive plan
(I) grant conditions of this incentive plan
In accordance with the relevant provisions of the measures for the administration of equity incentive and the incentive plan, as well as the authorization of the company's first extraordinary general meeting of shareholders in 2022, and meeting the following granting conditions, the board of directors of the company may grant restricted shares to the incentive object under the authorization of the general meeting of shareholders:
1. The company is not under any of the following circumstances:
(1) Last
