Beijing Hairun Tianrui law firm
About Hunan Mendale Hometextile Co.Ltd(002397)
Reserve legal opinions on granting stock options and restricted shares to incentive objects
Beijing, China
February, 2002
Beijing Hairun Tianrui law firm
About Hunan Mendale Hometextile Co.Ltd(002397)
Reserve the right to grant stock options and restricted stocks to incentive objects
Legal opinion
To: Hunan Mendale Hometextile Co.Ltd(002397)
Beijing Hairun Tianrui law firm (hereinafter referred to as “the firm”) has accepted the entrustment of Hunan Mendale Hometextile Co.Ltd(002397) (hereinafter referred to as “joint stock company” or “the company”) to issue this legal opinion for the reserved granting of stock options and restricted stock incentive plan of the joint stock company in 2021.
In accordance with the company law of the people’s Republic of China (hereinafter referred to as the company law), the securities law of the people’s Republic of China (hereinafter referred to as the Securities Law), the measures for the administration of equity incentive of listed companies (hereinafter referred to as the administrative measures) and other relevant laws Regulations and relevant regulations of relevant competent authorities and departments such as the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”) issue this legal opinion on the reserved granting of stock options and restricted stock incentive plans of joint-stock companies in 2021.
1、 Approval and authorization of this reserved grant
1. On April 26, 2021, the company held the 18th meeting of the 5th board of directors, deliberated and approved the proposal on and its summary, and the proposal on < Hunan Mendale Hometextile Co.Ltd(002397) 2021 stock option and restricted stock incentive plan implementation assessment management measures The related directors abstained from voting on the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive.
2. On April 26, 2021, the company held the 13th meeting of the 5th board of supervisors, deliberated and approved the proposal on and its summary, and the proposal on verifying the list of incentive objects of < Hunan Mendale Hometextile Co.Ltd(002397) 2021 stock option and restricted stock incentive plan.
3. On May 21, 2021, the company held the 2020 annual general meeting of shareholders, deliberated and approved the proposal of Hunan Mendale Hometextile Co.Ltd(002397) 2021 stock option and restricted stock incentive plan (Draft) > and its summary and other proposals.
4. On June 29, 2021, the company held the 20th meeting of the 5th board of directors and the 14th meeting of the 5th board of supervisors, deliberated and adopted the proposal of the joint stock company on granting equity options and restricted stocks to the incentive objects of the 2021 stock option and restricted stock incentive plan.
5. On July 7, 2021, the company completed the registration of the first grant of stock options under the 2021 stock option and restricted stock incentive plan, and granted 26.9 million stock options to 169 incentive objects for the first time, with the exercise price of 4.02 yuan / share. The option is abbreviated as Mengjie jlc3 and the option code is 037151. 6. On July 13, 2021, the company disclosed the announcement on the completion of the registration of the first grant of restricted shares (new shares) in the 2021 stock option and restricted stock incentive plan. So far, the company has completed the registration of the first grant of restricted shares (new shares) in the 2021 stock option and restricted stock incentive plan, 5.24 million restricted shares were granted to 6 incentive objects for the first time at a price of 1.98 yuan / share. The restricted shares (new shares) granted for the first time were listed on July 14, 2021. 7. On July 15, 2021, the company disclosed the announcement on the completion of the registration of the first grant of restricted shares (repurchased shares) under the 2021 stock option and restricted stock incentive plan. So far, the company has completed the registration of the first grant of restricted shares (repurchased shares) under the 2021 stock option and restricted stock incentive plan, 3.56 million restricted shares were granted to 6 incentive objects for the first time at a price of 1.98 yuan / share. The restricted shares (repurchased shares) granted for the first time were listed on July 14, 2021. 8. On October 15, 2021, the company held the 22nd Meeting of the 5th board of directors and the 16th meeting of the 5th board of supervisors. The meeting deliberated and adopted the proposal on repurchasing and canceling some restricted shares in the 2021 stock option and restricted stock incentive plan. Because the incentive object Wang Yu resigned voluntarily, he no longer has the incentive qualification, The company agrees to repurchase and cancel 600000 restricted shares granted to Wang Yu, and the repurchase price is the sum of the grant price of 1.98 yuan / share plus the deposit interest of the people’s Bank of China in the same period.
9. On February 22, 2022, the company held the second meeting of the sixth board of directors and the second meeting of the sixth board of supervisors. The meeting deliberated and adopted the proposal of joint stock company on reserving and granting stock options and restricted shares to incentive objects. The board of directors determined that the reserved grant date of the incentive plan is February 22, 2022, granting 4.2 million stock options to 30 incentive objects who meet the grant conditions, with the exercise price of RMB 4.02, and 800000 restricted shares to one incentive object who meets the conditions, with the grant price of RMB 1.98.
After verification, our lawyers believe that as of the date of issuance of this legal opinion, the reserved grant of stock options and restricted shares has obtained the necessary authorization and approval, which is in line with the provisions of the company law, the securities law, the administrative measures and the Hunan Mendale Hometextile Co.Ltd(002397) 2021 stock options and restricted stock incentive plan (Draft) > and its summary.
2、 The grant date, object, quantity and price of this reserved grant
(I) reserved grant of stock options
1. Reserved vesting date of stock options in the incentive plan: February 22, 2022
2. 30 incentive objects are reserved to be granted stock options in this incentive plan, with 4.2 million granted. The specific distribution is as follows:
Stock options granted share of stock options granted in advance share of positions granted
Quantity (10000 copies) proportion of stock options reserved proportion of total share capital at the time of grant
Core management, technology and business personnel
420.00 100% 0.56%
Staff (30 in total)
3. The reserved vesting price of stock options in this incentive plan is 4.02 yuan per share.
(II) reserved grant of restricted shares
1. The reserved grant date of restricted shares in the incentive plan: February 22, 2022
2. The restricted shares of the incentive plan are reserved for granting to one incentive object, and the number of granted shares is 800000. The specific distribution is as follows:
The proportion of restricted shares granted accounts for the proportion of restricted shares reserved in the incentive plan
post
Number of votes (10000 shares) proportion of total number of institutional shares proportion of total share capital at the time of grant
Core management personnel (1 person): 80.00 100% 0.11%
3. The reserved grant price of restricted shares in this incentive plan is 1.98 yuan per share.
After verification, our lawyers believe that the grant date, grant object, grant quantity and grant price determined by the board of directors of the company comply with the relevant provisions of the company law, the securities law, the administrative measures and the stock option and restricted stock incentive plan (Draft) > and its summary in Hunan Mendale Hometextile Co.Ltd(002397) 2021. 3、 Conditions of this grant
According to the Hunan Mendale Hometextile Co.Ltd(002397) 2021 stock option and restricted stock incentive plan (Draft) > and its summary, the incentive object can be granted stock option / restricted stock only if it meets the following conditions at the same time:
Only when the incentive object meets the following conditions at the same time can it be granted stock options / restricted shares: (1) the company has no one of the following circumstances:
1. The financial and accounting report of the recent fiscal year has been issued with a negative opinion or an audit report that cannot express an opinion by the certified public accountant;
2. The internal control of the financial report of the latest fiscal year is an audit report with a negative opinion or unable to express an opinion issued by a certified public accountant;
3. Failure to distribute profits in accordance with laws and regulations, articles of association and public commitments within the last 36 months after listing;
4. Equity incentive is not allowed according to laws and regulations;
5. Other circumstances recognized by the CSRC.
（2） The incentive object does not have any of the following situations:
1. Being identified as an inappropriate candidate by the stock exchange within the last 12 months;
2. In the last 12 months, it has been identified as an inappropriate candidate by the CSRC and its dispatched offices;
3. Being administratively punished by the CSRC and its dispatched offices or taking market entry prohibition measures for major violations of laws and regulations in the last 12 months;
4. Those who are not allowed to serve as directors or senior managers of the company as stipulated in the company law;
5. Those who are not allowed to participate in the equity incentive of listed companies according to laws and regulations;
6. Other circumstances recognized by the CSRC.
（3） After review, the board of directors of the company believes that neither the company nor the incentive object reserved for grant of the incentive plan has the above situation, meets the conditions for reserved grant of stock options / restricted shares, and there are no relevant regulations and the circumstances that the incentive object cannot be granted or become the incentive object specified in the incentive plan.
After verification, our lawyers believe that as of the date of issuance of this legal opinion, the above circumstances have not occurred to the company and the incentive object. Our lawyers believe that the conditions for this grant have been met, The granting of stock options / restricted stocks by the company to the incentive objects complies with the relevant provisions of the administrative measures and the incentive plan for stock options and restricted stocks in Hunan Mendale Hometextile Co.Ltd(002397) 2021 (Draft) > and its abstract.
4、 Other matters
The granting of the incentive plan still requires the company to fulfill the obligation of information disclosure in accordance with the administrative measures and the relevant provisions of Shenzhen Stock Exchange, and the company still needs to go through the registration formalities with China Securities Depository and Clearing Co., Ltd. Shenzhen Branch.
5、 Concluding observations
Our lawyers believe that the company has obtained the necessary approval and authorization at this stage for the reserved grant of stock options / restricted shares, and the conditions for the reserved grant of stock options / restricted shares have been met; The company reserves and grants stock options / restricted stocks to the incentive objects in accordance with the relevant provisions of the company law, the securities law, the administrative measures and the incentive plan for stock options and restricted stocks in Hunan Mendale Hometextile Co.Ltd(002397) 2021 (Draft) > and its abstract.
(there is no text on this page, which is the signature page of the legal opinion of Beijing Hairun Tianrui law firm on Hunan Mendale Hometextile Co.Ltd(002397) reserving and granting stock options and restricted shares to incentive objects) the handling lawyer of Beijing Hairun Tianrui law firm (seal) (signature):
Person in charge (signature): Li Qiang:
Yan kebing: Sun Jingjing:
February 22, 2002
