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Jiangxi Huabang law firm
About Jiangxi Wannianqing Cement Co.Ltd(000789)
Matters related to the grant of stock option incentive plan in 2022
Legal opinion
Huabang Yizi (2022) No. 95
Jiangxi Huabang law firm
February, 2002
Jiangxi Huabang law firm
About Jiangxi Wannianqing Cement Co.Ltd(000789)
Matters related to the grant of stock option incentive plan in 2022
Legal opinion
To: Jiangxi Wannianqing Cement Co.Ltd(000789)
Jiangxi Huabang law firm (hereinafter referred to as "the firm") has accepted the entrustment of Jiangxi Wannianqing Cement Co.Ltd(000789) (hereinafter referred to as "the company") to act as the special legal adviser of the company's "2022 stock option incentive plan" (hereinafter referred to as "the incentive plan"), in accordance with the company law of the people's Republic of China (hereinafter referred to as "the company law") Securities Law of the people's Republic of China (hereinafter referred to as "Securities Law") This legal opinion is issued in accordance with the relevant provisions of the measures for the administration of equity incentive of listed companies (hereinafter referred to as the "measures") and the Trial Measures for the implementation of equity incentive by state-controlled listed companies (domestic) (hereinafter referred to as the "Trial Measures") issued by the China Securities Regulatory Commission (hereinafter referred to as the "CSRC").
With regard to this legal opinion, our lawyer makes the following statement:
1. In the course of work, our lawyers have been assured by the company that the company has provided our lawyers with the original written materials, duplicate materials and oral testimony that our lawyers believe are necessary for the preparation of legal opinions, and the documents and materials provided are true, complete and effective without concealment, falsehood and major omissions.
2. The lawyers of the firm shall express legal opinions in accordance with the facts that have occurred or existed before the date of issuance of this legal opinion, the current national laws, regulations, normative documents such as the company law, the securities law and the relevant provisions of the CSRC.
3. For the fact that this legal opinion is very important and cannot be supported by independent evidence, our lawyers rely on the supporting documents issued by relevant government departments, companies or other relevant units and the publicly available information of the competent authorities as the basis for making this legal opinion.
4. In accordance with the provisions of the securities law, the measures for the administration of law firms engaging in securities law business, the rules for the practice of 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, the firm and its handling lawyers have strictly performed their statutory duties and followed the principles of diligence and good faith, Sufficient verification and verification have been carried out to ensure 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 liabilities.
5. This legal opinion only expresses legal opinions on legal issues in China related to this incentive plan. The firm and its handling lawyers are not qualified to express professional opinions on professional matters such as accounting and auditing and overseas legal matters. When accounting and audit matters are involved in this legal opinion, they are quoted in strict accordance with the professional documents issued by relevant intermediaries and the instructions of the company.
6. This legal opinion is only used as a legal document for internal approval of the incentive plan.
7. This legal opinion is only for the purpose of this incentive plan and shall not be used for any other purpose. In accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, and on the basis of full verification and verification of the relevant documents and facts provided by the company, our lawyers hereby issue the following legal opinions:
1、 Approval and authorization of stock options granted under this incentive plan
1. On January 25, 2022, the company held the second interim meeting of the ninth board of directors, The proposal on Jiangxi Wannianqing Cement Co.Ltd(000789) 2022 stock option incentive plan (Draft) and its summary, the administrative measures for the implementation and assessment of Jiangxi Wannianqing Cement Co.Ltd(000789) 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 the company's 2022 stock option incentive plan were reviewed and approved. The independent directors of the company have expressed independent opinions on matters related to the equity incentive plan of the company.
2. On January 25, 2022, the company held the second interim meeting of the ninth board of supervisors, deliberated and approved the proposal on Jiangxi Wannianqing Cement Co.Ltd(000789) 2022 stock option incentive plan (Draft) and its summary, the administrative measures for the implementation and assessment of Jiangxi Wannianqing Cement Co.Ltd(000789) 2022 stock option incentive plan, and the proposal on verifying the list of incentive objects of the company's 2022 stock option incentive plan. 3. On February 10, 2022, Jiangxi building materials Group Co., Ltd., the indirect controlling shareholder of the company, received the reply on Jiangxi Wannianqing Cement Co.Ltd(000789) implementing the stock option incentive plan from Jiangxi Provincial State owned assets supervision and Administration Commission (hereinafter referred to as "Jiangxi SASAC") (ggzq [2022] No. 11). According to the reply, Jiangxi SASAC agreed in principle to implement the stock option incentive plan.
4. On February 8, 2022, the company held the third interim meeting of the ninth board of directors, deliberated and adopted the proposal on Jiangxi Wannianqing Cement Co.Ltd(000789) 2022 stock option incentive plan (Revised Draft) and its summary. Independent directors have expressed their opinions on the company's equity incentive plan.
5. On February 8, 2022, the third extraordinary meeting of the ninth board of supervisors of the company deliberated and approved the proposal on Jiangxi Wannianqing Cement Co.Ltd(000789) 2022 stock option incentive plan (Revised Draft) and its summary and the proposal on verifying the list of incentive objects of the company's 2022 stock option incentive plan (Revised Draft).
6. From January 28, 2022 to February 7, 2022, and from February 8, 2022 to February 17, 2022, the company publicized the names and positions of the proposed incentive objects. During the publicity period, the company did not receive any objection about the incentive objects, and the board of supervisors issued verification opinions in combination with the publicity and verification.
7. On February 24, 2022, the company's insider report on stock incentive plan and incentive objects was released.
8. On February 24, 2022, the company held the first extraordinary general meeting of shareholders in 2022, deliberated and approved the proposal on the company's stock option incentive plan in 2022 (Revised Draft) and its summary The proposal on the management measures for the implementation and assessment of the company's 2022 stock option incentive plan and the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company's 2022 stock option incentive plan. The board of directors is authorized to determine the stock option grant date and grant stock options to the incentive objects when the incentive objects of the company meet the conditions, And handle all matters necessary for the grant of stock options.
9. On February 24, 2022, the company held the fourth interim meeting of the ninth board of directors and the fourth interim meeting of the ninth board of supervisors respectively, which deliberated and adopted the proposal on granting stock options to incentive objects, considered that the granting conditions specified in the company's 2022 stock option incentive plan had been met, and agreed to take February 24, 2022 as the granting date, 7.94 million stock options were granted to 247 eligible incentive objects. The independent directors of the company expressed independent opinions on this, agreed that the grant date of the company's incentive plan was February 24, 2022, and agreed to grant 7.94 million stock options to 247 eligible incentive objects.
In conclusion, after verification, our lawyers believe that as of the date of issuance of this legal opinion, the granting of stock options to incentive objects in this incentive plan has obtained the necessary approval and authorization at this stage, which is in line with the administrative measures and the relevant provisions of this incentive plan.
2、 Conditions for granting stock options under this incentive plan
In accordance with the administrative measures and the relevant provisions of the incentive plan, the company shall grant stock options to incentive objects if the following conditions are met at the same time; On the contrary, if any of the following conditions is not met, the company shall not grant stock options to incentive objects.
1. The company is not under any of the following circumstances:
(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 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.
According to the resolution of the fourth interim meeting of the ninth board of directors, the resolution of the fourth interim meeting of the ninth board of supervisors, the independent opinions issued by the independent directors, the verification opinions of the board of supervisors, the company's description and other relevant documents, and logged into the website of Shenzhen stock exchange through our lawyers（ http://www.szse.cn./ ）Credit China website（ http://www.creditchina.gov.cn. ）. website of securities and futures market dishonesty record query platform（ http://neris.c
In conclusion, our lawyers believe that as of the date of issuance of this legal opinion, the conditions for granting stock options in this incentive plan have been met, and the granting of stock options by the company to incentive objects complies with the administrative measures and the relevant provisions of this incentive plan.
3、 The grant date of stock options granted under this incentive plan
1. On February 24, 2022, the company held the first extraordinary general meeting of shareholders in 2022, deliberated and approved the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company's 2022 stock option incentive plan, and authorized the board of directors to determine the grant date of the incentive plan.
2. On February 24, 2022, the company held the fourth interim meeting of the ninth board of directors and deliberated and adopted the proposal on granting stock options to incentive objects. According to the authorization of the general meeting of shareholders of the company, the board of directors determined that the grant date of stock options granted to incentive objects in the incentive plan is February 24, 2022.
After verification by our lawyers, the above grant date determined by the board of directors of the company is the trading day, and within 60 days after the general meeting of shareholders of the company deliberates and approves the incentive plan. The grant date of stock options granted in the incentive plan complies with the company law, securities law, administrative measures and relevant provisions of the incentive plan.
4、 Incentive objects, granted quantity and exercise price granted by the incentive plan
According to the authorization of the general meeting of shareholders of the company to the board of directors on the incentive plan and the proposals considered and adopted at the fourth extraordinary meeting of the ninth board of directors and the fourth extraordinary meeting of the ninth board of supervisors, there are 247 objects granted this time, the number of stock options granted is 7.94 million, and the exercise price is 12.17 yuan / share. The independent directors of the company expressed independent opinions: the incentive objects granted by the company comply with the scope and qualification of incentive objects specified in the company law, securities law, administrative measures, trial measures and other relevant laws, regulations and normative documents, as well as the articles of association and the incentive plan of the company. The board of supervisors verified the list of incentive objects granted stock options this time. The board of supervisors believed that the personnel listed in the list of Incentive Plans Granted by the company met the scope and qualifications of incentive objects specified in the company law, securities law, administrative measures, trial measures and other laws, regulations and normative documents, as well as the articles of association and the incentive plan of the company.
Accordingly, our lawyers believe that the incentive objects, granted quantity and exercise price granted by this incentive plan comply with the relevant provisions of the company law, the securities law, the administrative measures, the trial measures and this incentive plan.
5、 Concluding observations
In conclusion, our lawyers believe that the company's incentive plan has obtained the necessary approval and authorization at this stage; The conditions of this grant have been fulfilled; The authorization date determined by the board of directors of the company complies with the relevant provisions of the company law, the securities law, the administrative measures and the incentive plan; The incentive object, number of grants and exercise price granted this time comply with the company law, securities law, administrative measures and this incentive
