Guohao law firm (Shenzhen)
about
Legal opinion on the 2022 restricted stock incentive plan (Draft)
24de / 31de / 41-42 floors, Shenzhen Special Zone newspaper building, 6008 Shennan Avenue, Futian District, Shenzhen
Tel: + 86 755 83515666 Fax: + 86 755 83515333 / 83515090
Website: www.grandall.com com. cn.
catalogue
interpretation…… Section 1 Introduction 3 Section II text five
1、 The main qualification of the company to implement this incentive plan five
2、 The main contents of this incentive plan six
3、 The legal procedures involved in this incentive plan six
4、 Determination of the incentive object of this incentive plan eight
5、 The information disclosure obligations involved in this incentive plan nine
6、 The company does not provide financial assistance to the incentive object nine
7、 The impact of this incentive plan on the interests of the company and all shareholders nine
8、 Avoidance of directors who intend to be the incentive object or directors who have an associated relationship with them ten
9、 Concluding observations ten
interpretation
Unless otherwise specified, the relevant words in this legal opinion have the following specific meanings:
Company, Shenzhen Noposion Agrochemicals Co.Ltd(002215) refers to Shenzhen Noposion Agrochemicals Co.Ltd(002215)
Stock incentive plan (Draft) Shenzhen Noposion Agrochemicals Co.Ltd(002215) 2022 restricted stock incentive plan
Plan (Draft)
The Shenzhen Noposion Agrochemicals Co.Ltd(002215) 2022 restricted stock incentive plan assessment measures refers to the implementation of the assessment measures
This incentive plan refers to this restricted stock incentive plan of the company
According to the stock incentive plan (Draft), the incentive object is granted the company’s shares with restricted stock index conditions
The articles of association refers to the Shenzhen Noposion Agrochemicals Co.Ltd(002215) articles of association
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 Administrative Measures refer to the administrative measures for equity incentive of listed companies
CSRC refers to the China Securities Regulatory Commission
This office refers to Guohao law firm (Shenzhen)
The lawyer of the exchange refers to the handling lawyer appointed by the exchange for this incentive plan
Yuan refers to RMB unless otherwise specified
Guohao law firm (Shenzhen)
About Shenzhen Noposion Agrochemicals Co.Ltd(002215)
2022 restricted stock incentive plan (Draft)
Legal opinion
To: Shenzhen Noposion Agrochemicals Co.Ltd(002215)
Guohao law firm (Shenzhen) (hereinafter referred to as “the firm”) is entrusted by your company to act as the special legal adviser of your company for this incentive plan.
According to the requirements of the company law, the securities law, the administrative measures and other laws, regulations and normative documents, the administrative measures for securities legal business of law firms and the practicing rules for securities legal business of law firms (for Trial Implementation), the lawyers of the firm issue this legal opinion in accordance with the business standards, ethics and the spirit of diligence recognized by the law firm.
Section I Introduction
The lawyer of our firm gives legal opinions according to 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, and declares as follows:
1. The firm and its handling lawyers have strictly performed their statutory duties in accordance with the provisions of the company law, the securities law, the administrative measures, the administrative measures for law firms engaging in securities legal business, the practicing rules for 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, We have followed the principles of diligence and good faith, conducted sufficient verification and verification, and ensured 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 responsibilities.
2. In order to issue this legal opinion, the office and the handling lawyer consulted the documents and materials related to the incentive plan provided by the company and verified the relevant facts involved in the incentive plan. The company has made a commitment to the exchange and has provided the handling lawyer of the exchange with the original written materials, copies or oral testimony that are necessary, accurate and effective to issue this legal opinion; Ensure that the documents and statements provided by it are true and complete; The signature and seal on the original document are true, and the copy and copy are consistent with the original and the original without any concealment, falsehood and major omission. The signatories of all documents and materials submitted to the exchange have full civil capacity, and their signing has been fully and effectively authorized.
3. The exchange and the handling lawyer only express opinions on the relevant legal matters related to the company’s incentive plan, and do not express opinions on the rationality of the subject stock value, assessment standards and other matters involved in the plan, as well as accounting, finance and other non legal professional matters. When quoting relevant financial data or conclusions in this legal opinion, the firm and the handling lawyer have fulfilled the necessary duty of care, but such quoting shall not be deemed as any express or implied guarantee by the firm and the handling lawyer for the authenticity and accuracy of these data and conclusions.
4. For the fact that it is very important to issue this legal opinion and cannot be supported by independent evidence, the office and the handling lawyer rely on the certificates or explanatory documents issued by relevant government departments, companies or other relevant institutions and persons, as well as the search information on the website of government departments to express their opinions.
The authenticity, validity, completeness and accuracy of such certificates, confirmation documents or information shall be borne by the unit or person issuing such certificates, confirmation documents or publishing such public information.
5. The exchange agrees that this legal opinion, as one of the necessary documents of the company’s incentive plan, shall be reported or publicly disclosed together with other application materials, and shall bear corresponding legal liabilities for the legal opinion issued in accordance with the law. 6. This legal opinion is only used by the company for the purpose of implementing this incentive plan, and shall not be used for any other purpose. The exchange agrees that the company shall quote the contents of this legal opinion in the relevant documents prepared by the company for the implementation of this incentive plan, but when the company makes the above quotation, it shall not cause legal ambiguity or misinterpretation due to the quotation. The exchange has the right to review and confirm the relevant contents of the cited documents again.
Section II main body
1、 The company is qualified to implement the incentive plan
(I) the company is a joint stock limited company legally established and existing
1. Shenzhen Noposion Agrochemicals Co.Ltd(002215) now holds the business license with the unified social credit code of 9144030071524157xp, the registered capital is 983781427 yuan, the domicile is No. 113, Xixiang Reservoir Road, Bao’an District, Shenzhen (for public use only), and the legal representative is Gao huansen, The business scope is “Research on the application technology of agrochemical products; pesticide sales; pesticide technology testing; agricultural technology development, agricultural technology transfer, agricultural technology services, agricultural technology consulting; import and export of goods and technologies (the above does not include the items that need pre audit and prohibition according to laws, administrative regulations and decisions of the State Council). Pesticide processing and compounding (handled according to the pesticide production approval certificate of the State Administration of petroleum and chemical industry) “.
2. With the approval of SZS [2008] No. 24 document of Shenzhen Stock Exchange, the company issued RMB common shares for the first time and listed on the small and medium-sized board of Shenzhen Stock Exchange. The stock is abbreviated as ” Shenzhen Noposion Agrochemicals Co.Ltd(002215) ” and the stock code is “002215”.
3. According to the articles of association of Shenzhen Noposion Agrochemicals Co.Ltd(002215) , Shenzhen Noposion Agrochemicals Co.Ltd(002215) is a permanent joint stock limited company.
(II) the company is not allowed to implement equity incentive
After verification by the lawyers of the firm, Shenzhen Noposion Agrochemicals Co.Ltd(002215) there are no following circumstances in which equity incentive shall not be implemented as stipulated in Article 7 of the administrative measures:
1. The financial 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 most recent fiscal year is an audit report with a negative opinion or unable to express an opinion issued by the certified public accountant;
3. Failure to distribute profits in accordance with laws and regulations, the articles of association and public commitments within the last 36 months after listing;
4. Equity incentive is prohibited by laws and regulations;
5. Other circumstances recognized by the CSRC.
To sum up, our lawyers believe that the company is a joint stock limited company established and effectively existing according to law, there is no situation that equity incentive shall not be implemented as stipulated in Article 7 of the administrative measures, and Shenzhen Noposion Agrochemicals Co.Ltd(002215) has the subject qualification to implement the incentive plan.
2、 Main contents of this incentive plan
The stock incentive plan (Draft) has explained the purpose of implementing the incentive plan, the basis and scope of incentive objects, the number, source and distribution of subject stocks, the validity period of the plan, the grant date and price of restricted stocks, the grant conditions and unlocking conditions of incentive objects, and the adjustment methods and procedures of restricted stocks, The rights and obligations of the company and the incentive object, the handling of changes in the company and the incentive object, the management and termination of the plan, and the settlement of disputes between the company and the incentive object are stipulated.
After verification, our lawyers believe that the contents of the stock incentive plan (Draft) comply with the relevant provisions of the administrative measures.
3、 Legal procedures involved in this incentive plan
(I) procedures performed in this incentive plan
After verification by our lawyers, as of the issuance date of this legal opinion, the company has performed the following procedures for the implementation of this incentive plan:
1. The remuneration and assessment committee of the board of directors of the company has formulated the stock incentive plan (Draft) and submitted it to the board of directors of the company for deliberation.
2. The company held the fifth meeting of the sixth board of directors (Interim) on February 21, 2022, The proposal on the company’s 2022 restricted stock incentive plan (Draft) and its summary, the assessment measures for the implementation 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 company’s 2022 restricted stock incentive plan were reviewed and approved.
3. The independent directors of the company have expressed independent opinions on the stock incentive plan (Draft).
4. On February 21, 2022, the company held the fourth meeting (temporary) of the sixth board of supervisors to check the list of incentive objects of the company’s incentive plan. The board of supervisors considered that the incentive objects of the incentive plan met the incentive object conditions specified in relevant laws and regulations, and their subject qualification as the incentive objects of the company’s incentive plan was legal and effective.
(II) procedures to be performed in this incentive plan
According to the management measures and other relevant laws, regulations and normative documents, in order to implement this incentive plan, the company still needs to perform the following legal procedures:
1. The company shall publicize the names and positions of incentive objects within the company through the company’s website or other channels before the general meeting of shareholders, and the publicity period shall not be less than 10 days.
2. The board of supervisors of the company shall review the list of incentive objects and fully listen to the publicity opinions. The company shall disclose the explanation of the board of supervisors on the review and publicity of the list of incentive objects five days before the shareholders’ meeting deliberates the incentive plan.
3. Independent directors shall solicit the entrusted voting rights from all shareholders for this incentive plan.
4. The general meeting of shareholders of the company deliberates the incentive plan.
5. The incentive plan can be implemented only after it is reviewed and approved by the general meeting of shareholders in the form of special resolution. The board of directors shall handle information disclosure, registration and settlement, grant, lock, unlock, repurchase and cancellation and other related matters in accordance with the authorization of the general meeting of shareholders.
In conclusion, our lawyers believe that as of the date of issuance of this legal opinion, the procedures that the company has performed and the procedures that need to be performed for the implementation of this incentive plan comply with the relevant provisions of the management measures; The incentive plan can only be implemented after being deliberated and approved by the general meeting of shareholders in the form of special resolution.
4、 Determination of incentive objects in this incentive plan
(I) determination basis and scope of incentive objects
1. According to the stock incentive plan (Draft), the incentive object is determined in accordance with the company law, securities law, administrative measures and other relevant laws, regulations, rules, normative documents and the relevant provisions of the articles of association, and in combination with the actual situation of the company. The job basis is the company’s directors, senior managers and some core managers (including subsidiaries), excluding independent directors and supervisors.
According to the draft incentive plan, the actual shareholders, supervisors and their children (excluding 2% of the shares held by the independent shareholders, controlling shareholders or their children) of the company (excluding the total number of independent directors, supervisors and their children), All incentive objects must work in the company and sign labor contracts when the company grants restricted shares and during the assessment period of this incentive plan.
(II) verification of incentive objects
1. The incentive plan has been reviewed by the board of directors
