Guohao law firm (Shenzhen)
about
Malion New Materials Co.Ltd(300586) matters related to the adjustment and grant of restricted stock incentive plan in 2022
of
Legal opinion
Floors 24, 31, 41 and 42, special zone newspaper building, 6008 Shennan Avenue, Shenzhen zip code: 518034
24/F、31/F、41F、42F, Tequbaoye Buliding, 6008 ShennanAvenue, Shenzhen, Guangdong Province 518034, China
Tel: (+ 86) (755) 8351 5666 Fax: (+ 86) (755) 8351 5333
Website: http://www.grandall.com.cn.
February, 2002
Guohao law firm (Shenzhen)
About Malion New Materials Co.Ltd(300586)
Legal opinions on the adjustment and grant of restricted stock incentive plan in 2022
To: Malion New Materials Co.Ltd(300586)
Guohao law firm (Shenzhen) (hereinafter referred to as “the firm”) is entrusted by Malion New Materials Co.Ltd(300586) (hereinafter referred to as ” Malion New Materials Co.Ltd(300586) ” or “the company”) to act as the special legal adviser of the company’s restricted stock incentive plan in 2022 (hereinafter referred to as “the incentive plan” or “the incentive plan” or “the plan”). In accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”) and 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 “measures”) and the guide for business handling of companies listed on the gem No. 5 – equity incentive (hereinafter referred to as the “business guide”) issued by the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”) In accordance with the provisions of relevant laws, regulations and normative documents such as the self regulatory guide No. 1 – business handling of companies listed on the gem of Shenzhen Stock Exchange (hereinafter referred to as the “regulatory guide”), the relevant documents provided by the company have been verified and verified in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, This legal opinion is issued for matters related to the adjustment and grant of the company’s incentive plan.
In order to issue this legal opinion, our lawyer hereby makes the following statement:
1、 In accordance with the provisions of the company law, the securities law, the administrative measures and other regulations and the facts that have occurred or exist before the date of issuance of this legal opinion, the exchange and the handling lawyers have strictly performed their statutory duties, followed the principles of diligence and good faith, and fully verified the adjustment and grant of the incentive plan of the company, Guarantee that this legal opinion is free from false records, misleading statements and major omissions.
2、 Our lawyer agrees to take this legal opinion as the necessary legal document for the adjustment and grant of the company’s incentive plan, report it together with other materials, and bear legal responsibility for the legal opinion issued in accordance with the law. Our lawyers agree that the company shall quote the relevant contents of this legal opinion in the relevant documents prepared by the company for the implementation of the adjustment and grant of this incentive plan. However, when the company makes the above quotation, it shall not cause legal ambiguity or misinterpretation due to the quotation. Our lawyers have the right to review and confirm the corresponding contents of the above relevant documents again.
3、 In order to issue this legal opinion, the company has guaranteed to provide the lawyers of the firm with the original written materials, copies or oral testimony that are true and effective and necessary for issuing this legal opinion. The signatures and / or seals on the relevant materials are true and effective, and the relevant copies or copies are consistent with the original materials or originals, There are no false contents and major omissions.
4、 For the facts that are crucial to this legal opinion and cannot be supported by independent evidence, the exchange relies on the statements or supporting documents issued by relevant government departments, companies or other relevant units to make judgments.
5、 Our lawyers only express opinions on legal issues related to the adjustment and grant of the company’s incentive plan, but do not express opinions on the rationality of the underlying stock value, assessment standards and other aspects involved in the company’s incentive plan, as well as accounting, finance and other non legal professional matters. The quotation of relevant financial data or conclusions in this legal opinion does not mean that the exchange makes any express or implied guarantee for the authenticity and accuracy of these data or conclusions. The institute does not have the appropriate qualification to verify and evaluate such data and conclusions. This legal opinion is only for the purpose of the company’s adjustment and grant of this incentive plan, and shall not be used for any other purpose.
Our lawyers have verified and verified the relevant documents and facts provided by the company in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, and now issue the following legal opinions:
catalogue
interpretation…… 4 I. approval and authorization of the adjustment and grant of this incentive plan 6 II. Specific contents of this incentive plan adjustment 7 III. contents of the award of this incentive plan 8 IV. information disclosure of this incentive plan 10 v. concluding comments ten
interpretation
Unless otherwise specified, the relevant words in this legal opinion have the following specific meanings:
Abbreviation refers to the full name
Malion New Materials Co.Ltd(300586) . The company refers to Malion New Materials Co.Ltd(300586)
This incentive plan and this incentive plan refer to Malion New Materials Co.Ltd(300586) 2022 restricted stock incentive plan and this plan
Matters related to this adjustment and grant refer to Malion New Materials Co.Ltd(300586) matters related to the adjustment and grant of restricted stock incentive plan in 2022
Restricted stock and the second type of restricted stock refer to the company’s shares obtained and registered by the incentive objects who meet the conditions for the grant of this incentive plan after meeting the corresponding conditions for stock ownership
Restricted stock incentive plan (Draft) Malion New Materials Co.Ltd(300586) 2022 restricted stock incentive plan), 2022 restricted stock index plan (Draft) and ticket incentive plan (Draft)
In accordance with the provisions of this incentive plan, the directors, senior managers, core managers and core technical (business) personnel of the company (including the sub incentive object refers to the company and its holding subsidiaries) who obtain restricted shares
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
The restricted sale period refers to the period during which the restricted shares granted to the incentive object under the incentive plan are prohibited from being transferred, used for guarantee and debt repayment
The term of validity refers to the period from the date when the registration of the first grant of restricted shares is completed to the date when all the restricted shares granted to the incentive object are lifted or repurchased
The period of lifting the restriction on sales refers to the period during which the restricted shares held by the incentive object can be lifted and listed for circulation after the conditions for lifting the restriction on sales specified in the incentive plan are met
The restricted shares are released according to the incentive conditions of the incentive plan
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
Listing Rules refers to the Shenzhen Stock Exchange GEM Listing Rules (revised in December 2020)
Business guide refers to the guide for business handling of GEM listed companies No. 5 – equity incentive
The 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 Malion New Materials Co.Ltd(300586) articles of association
CSRC refers to the China Securities Regulatory Commission
Stock exchange refers to Shenzhen Stock Exchange
This office refers to Guohao law firm (Shenzhen)
The lawyer of the firm refers to the handling lawyer assigned by the firm for this incentive plan, that is, the lawyer who signs in the column of “handling lawyer” on the signature page of this legal opinion
The legal opinion of Guohao law firm (Shenzhen) on Guangdong Meilian Xinben refers to the legal opinion on matters related to the adjustment and grant of restricted stock incentive plan in 2022 of Materials Co., Ltd
Yuan and 10000 yuan refer to RMB yuan and 10000 yuan
Note: if the total number in this legal opinion is inconsistent with the mantissa of the sum of the sub item values, it is caused by rounding.
Text
1、 Approval and authorization of this incentive plan adjustment and grant
1. The remuneration and assessment committee of the board of directors of the company drafted the restricted stock incentive plan (Draft) and its summary, and submitted it to the board of directors of the company for deliberation.
2. On February 8, 2022, the company held the sixth meeting of the Fourth Board of directors in accordance with legal procedures, The proposal on the company’s 2022 restricted stock incentive plan (Draft) > and its summary, the proposal on the measures for the implementation and assessment 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 2022 restricted stock incentive plan were reviewed and approved. On February 8, 2022, the independent directors of the company expressed their independent opinions on the restricted stock incentive plan (Draft) and its abstract and the scientificity and rationality of the indicators set in the incentive plan.
3. On February 8, 2022, the company held the fourth meeting of the Fourth Board of supervisors in accordance with legal procedures, The proposal on the company’s 2022 restricted stock incentive plan (Draft) > and its summary, the proposal on the company’s assessment and management measures for the implementation of the 2022 restricted stock incentive plan, the proposal on the company’s list of incentive objects of the 2022 restricted stock incentive plan and other proposals related to the incentive plan were reviewed and approved.
4. On February 9, 2022, the company disclosed the notice of Malion New Materials Co.Ltd(300586) on convening the second extraordinary general meeting of shareholders in 2022 to review the relevant proposals of the incentive plan. On the same day, the company also disclosed the report on public solicitation of entrusted voting rights by Malion New Materials Co.Ltd(300586) independent directors. According to the entrustment of other independent directors of the company, Mr. Rui Yiping, the independent director of the company, as the soliciter, solicited voting rights from all shareholders of the company on the proposals related to equity incentive to be considered at the second extraordinary general meeting of 2022 to be held on February 24, 2022.
5. On February 9, 2022, the company disclosed the list of incentive objects of Malion New Materials Co.Ltd(300586) 2022 restricted stock incentive plan on cninfo.com, the designated information disclosure website. According to the relevant announcements and written instructions issued by the company, the company publicized the names and positions of the incentive objects to be granted on the company’s official website from February 9, 2022 to February 18, 2022. At the expiration of the publicity period, the board of supervisors of the company did not receive any objection related to the list of incentive objects proposed in the incentive plan. On February 19, 2022, the company disclosed the announcement of the Malion New Materials Co.Ltd(300586) board of supervisors on the publicity and verification opinions of the list of incentive objects of the restricted stock incentive plan in 2022. The board of supervisors believed that the incentive objects listed in the incentive plan met the conditions specified in relevant laws, regulations and normative documents, As the incentive object of the company’s restricted stock incentive plan, its subject qualification is legal and effective.
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