Hunan Qiyuan law firm
about
Hunan Yujing Machinery Co.Ltd(002943) 2022 stock option incentive plan (Draft)
of
Legal opinion
February, 2002
To: Hunan Yujing Machinery Co.Ltd(002943)
Hunan Qiyuan law firm (hereinafter referred to as “the firm”) accepts the entrustment of Hunan Yujing Machinery Co.Ltd(002943) (hereinafter referred to as “the company” or ” Hunan Yujing Machinery Co.Ltd(002943) “) to provide legal services for the company’s stock option incentive plan project (hereinafter referred to as “the incentive plan”, “the incentive plan” or “the 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 incentive of listed companies (hereinafter referred to as the “administrative measures”) and other laws, regulations and normative documents, This legal opinion is issued on the Hunan Yujing Machinery Co.Ltd(002943) 2022 stock option incentive plan (Draft) (hereinafter referred to as “stock option incentive plan (Draft)”).
In order to issue this legal opinion, we hereby make the following statement:
(I) the exchange issues legal opinions in accordance with Chinese laws, regulations, rules of local governments and departments, normative documents, relevant provisions of the CSRC and stock exchanges, and facts that have occurred or exist before the date of issuance of this legal opinion.
(II) Hunan Yujing Machinery Co.Ltd(002943) assures the firm that it has provided all factual materials and information necessary for the issuance of legal opinions to its lawyers, that all documents and information are true, complete, legal and valid, that the copies or copies of documents are consistent with the original or the original, and that all signatures and seals on the documents are true; And all facts and documents sufficient to affect the legal judgment made by our lawyers have been disclosed without any concealment, misleading or omission. (III) the exchange only gives opinions on the legal issues related to the stock option incentive plan, and does not give opinions on professional matters such as audit, evaluation and profit forecast. When such contents are involved in this legal opinion, they are quoted in strict accordance with the reports or Hunan Yujing Machinery Co.Ltd(002943) documents issued by relevant intermediaries, which does not mean that the exchange makes any express or implied guarantee for the authenticity and accuracy of these data and conclusions. (IV) in order to issue this legal opinion, our lawyers have strictly performed their statutory duties in accordance with the provisions of relevant laws, regulations, rules and normative documents, followed the principles of diligence and good faith, and fully verified the legitimacy, compliance, authenticity and effectiveness of Hunan Yujing Machinery Co.Ltd(002943) this incentive plan. The exchange guarantees that there are no false records, misleading statements and major omissions in this legal opinion.
(V) the exchange agrees to take this legal opinion as the necessary legal document for the company to apply for this stock option incentive plan, report it together with other materials, and bear corresponding legal liabilities for the authenticity, accuracy and completeness of this legal opinion according to law.
(VI) this legal opinion is only used by the company for the purpose of this stock option incentive plan, and shall not be used for any other purpose.
catalogue
Text four
1、 The main qualification of the company to implement this incentive plan four
2、 The main contents of this incentive plan five
3、 The main procedures involved in this incentive plan five
4、 Determination of incentive objects under this incentive plan seven
5、 The information disclosure obligations involved in this incentive plan seven
6、 The financial support of the incentive object under this incentive plan seven
7、 The impact of this incentive plan on the interests of the company and all shareholders seven
8、 Related directors avoid voting eight
9、 Concluding observations eight
Text
1、 The company is qualified to implement the incentive plan
(I) basic information of the company
Hunan Yujing Machinery Co.Ltd(002943) is a joint stock limited company wholly changed and established by Hunan Yujing Machinery Industry Co., Ltd. and was listed on Shenzhen Stock Exchange on November 29, 2018 with the securities code of 002943.
The company now holds the business license with the unified social credit code of 914309007170286178. Its domicile is No. 01, north of Ziyang Avenue, Changchun Economic Development Zone, Yiyang City. Its legal representative is Yang Yuhong, with a registered capital of RMB 100 million. The enterprise type is a joint stock limited company (listed, invested or controlled by natural persons).
According to the Hunan Yujing Machinery Co.Ltd(002943) articles of Association (hereinafter referred to as the “articles of association”), the company’s description and the lawyer’s network of the firm, query the website of the national enterprise credit information publicity system（ http://www.gsxt.gov.cn./ ）, the company is not revoked, revoked or ordered to close down due to violation of relevant laws and regulations on industrial and commercial administration, and there are no cases such as expiration of business term, dissolution decided by shareholders, dissolution due to merger or division, failure to pay off due debts, declaration of bankruptcy according to law, and ordered to close down in violation of laws and regulations Circumstances where the provisions of normative documents and the articles of association need to be terminated.
(II) the company is not allowed to implement the incentive plan as stipulated in Article 7 of the management measures. According to the audit report Zhong Huan Shen Zi (2021) No. 1100103 and internal control assurance report Zhong Huan Zhi Zi (2021) No. 1100085 issued by Zhong Shen Zhong Huan Certified Public Accountants (special general partnership), the company’s written confirmation and verification by our lawyers, The company does not have the following circumstances under which equity incentive shall not be implemented as stipulated in Article 7 of the management measures:
1. The financial and 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 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;
5. Other circumstances recognized by the CSRC.
Accordingly, the exchange believes that the company is a joint stock limited company established and effectively existing according to law, and its shares are listed and traded in Shenzhen Stock Exchange. There is no need to terminate in accordance with laws, regulations, normative documents and the articles of association, and there is no case that equity incentive shall not be implemented in accordance with Article 7 of the management law, Have the subject qualification to implement the incentive plan.
2、 Main contents of this incentive plan
On February 24, 2022, Hunan Yujing Machinery Co.Ltd(002943) the 8th meeting of the Fourth Board of directors deliberated and adopted the proposal on the company’s stock option incentive plan in 2022 (Draft) > and its summary.
The main contents of the stock option incentive plan (Draft) include: (1) the purpose and principles of the incentive plan; (2) The management organization of the incentive plan; (3) Determination basis and scope of incentive objects; (4) The source, quantity and distribution of stock options; (5) The validity period, authorization date, waiting period, vesting date and lock up period of the incentive plan; (6) The exercise price and determination method of stock options; (7) Authorization and exercise conditions of stock options; (8) Adjustment methods and procedures of the incentive plan; (9) Accounting treatment of stock options; (10) Implementation procedures of stock option incentive plan; (11) Respective rights and obligations of the company / incentive object; (12) Handling of changes in the company / incentive object; (13) The settlement mechanism of relevant disputes or disputes between the company and incentive objects.
Accordingly, the exchange believes that the equity incentive plan (Draft) deliberated and adopted by the board of directors of the company has made clear provisions or explanations on the relevant matters of the equity incentive plan, and the contents comply with the provisions of Article 9 of the management measures.
3、 Main procedures involved in this incentive plan
(I) main procedures performed by the company for the implementation of this incentive plan
According to the meeting documents provided by the company and the announcement disclosed by the company in the designated media, as of the date of issuance of this legal opinion, Hunan Yujing Machinery Co.Ltd(002943) has performed the following main procedures for the implementation of this incentive plan:
1. The remuneration and assessment committee under the board of directors of the company formulated the stock option incentive plan (Draft) and submitted it to the board of directors for deliberation.
2. On February 24, 2022, the company held the 8th meeting of the 4th board of directors, deliberated and approved the proposals related to the incentive plan, Including the proposal on the company’s 2022 stock option incentive plan (Draft) > and its summary, the proposal on the company’s assessment and management measures for the implementation of 2022 stock option incentive plan, and the proposal on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to 2022 stock option incentive plan.
3. The independent directors of the company have expressed independent opinions on matters related to the incentive plan and agreed to implement the stock option incentive plan, which is in line with Article 35 of the administrative measures.
4. On February 24, 2022, the company held the 8th meeting of the 4th board of supervisors, deliberated and approved the proposals related to the incentive plan, Including the proposal on the company’s 2022 stock option incentive plan (Draft) > and its summary, the proposal on the company’s assessment management measures for the implementation of the 2022 stock option incentive plan, and the proposal on verifying the company’s list of some incentive objects granted by the 2022 stock option incentive plan for the first time. The board of supervisors has issued verification opinions on the incentive plan and believes that the implementation of the incentive plan will be conducive to the sustainable development of the listed company, and there is no obvious damage to the interests of the listed company and all shareholders, which is in line with the provisions of Article 35 of the administrative measures.
5. The company has hired the exchange to issue a legal opinion on the incentive plan, which is in line with Article 39 of the management measures.
(II) main procedures to be performed by the company for the implementation of this incentive plan
According to the administrative measures and other relevant laws, regulations and normative documents and the stock option incentive plan (Draft), in order to implement this incentive plan, Hunan Yujing Machinery Co.Ltd(002943) the following main procedures need to be performed:
1. This incentive plan shall be submitted to the general meeting of shareholders of the company for deliberation.
2. The company shall publicize the names and positions of incentive objects within the company before the general meeting of shareholders, and the publicity period shall not be less than 10 days.
3. When the company holds the shareholders’ meeting to review the incentive plan, the independent directors shall solicit the entrusted voting rights from all shareholders for the incentive plan.
4. The general meeting of shareholders of the company shall also consider the incentive plan in the form of on-site meeting and online voting, and shall be approved by more than 2 / 3 of the voting rights held by the shareholders attending the meeting.
5. The board of directors of the company shall grant the incentive object according to the authorization of the general meeting of shareholders and complete the registration, announcement and other relevant procedures within 60 days after the general meeting of shareholders deliberates and approves the incentive plan and the conditions for granting are met.
Therefore, the exchange believes that the company has performed the procedures specified in the management measures for the implementation of this incentive plan according to its progress stage. In order to implement this incentive plan, the company must continue to perform the follow-up relevant procedures according to its progress and the provisions of applicable laws, regulations and normative documents such as the management measures.
4、 Determination of incentive objects under this incentive plan
Chapter IV “determination basis and scope of incentive objects” of the company’s stock option incentive plan (Draft) has specified the determination basis, scope and verification procedures of incentive objects, which comply with the provisions of the administrative measures.
5、 Information disclosure obligations involved in this incentive plan
The board of directors and the board of supervisors of the company have considered and approved the relevant proposals of the incentive plan. The company will announce the resolutions of the eighth meeting of the Fourth Board of directors, the eighth meeting of the Fourth Board of supervisors and the independent opinions of independent directors on the incentive plan in accordance with the provisions of the management measures and other relevant laws, regulations and normative documents.
Accordingly, the exchange believes that the company has fulfilled the obligation of information disclosure that should be performed at this stage, in line with the relevant provisions of the administrative measures. With the implementation of the incentive plan, the company shall continue to perform the subsequent information disclosure obligations in accordance with the provisions of relevant laws and regulations.
6、 Financial support for the incentive objects under this incentive plan
According to the stock option incentive plan (Draft), the source of funds for the incentive object of this incentive plan is the self raised funds of the incentive object, and Hunan Yujing Machinery Co.Ltd(002943) has promised not to provide loans, loan guarantees and other forms of financial assistance for the incentive object to obtain relevant rights and interests according to this incentive plan.
Therefore, the exchange believes that the company does not provide financial assistance to incentive objects, which is in line with Article 21 of the administrative measures.
7、 Impact of this incentive plan on the interests of the company and all shareholders
According to the stock option incentive plan (Draft), the company’s implementation of this incentive plan is to further establish and improve the company’s long-term incentive mechanism, attract and retain excellent talents, stimulate employees’ work enthusiasm and creativity, effectively combine the interests of shareholders, the company and the personal interests of the core team, and make all parties pay common attention to the long-term development of the company.
As stated in “II. Main contents of this incentive plan” in this legal opinion, the main contents of the stock option incentive plan (Draft) comply with the provisions of the administrative measures and do not violate the mandatory provisions of other relevant laws, regulations and normative documents.
According to the resolution of the 8th meeting of Hunan Yujing Machinery Co.Ltd(002943) the 4th session of the board of supervisors, the board of supervisors believes that the contents of the company’s 2022 stock option incentive plan (Draft) and its abstract comply with the provisions of relevant laws, regulations and normative documents such as the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the administrative measures and other relevant legal procedures, It is conducive to the sustainable development of the company and does not damage the interests of the company and all shareholders.
According to the independent opinions of the independent directors on the matters related to the incentive plan, they unanimously believe that the incentive plan of the company is conducive to the sustainable development of the company and the formation of a long-term incentive mechanism for core talents, and there is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders.
Accordingly, the exchange believes that the incentive plan does not obviously damage the interests of the company and all shareholders or violate relevant laws
