Beijing Zhonglun law firm
About China Three Gorges new energy (Group) Co., Ltd
Restricted stock incentive plan for 2021
Granting restricted shares to incentive objects
Legal opinion
February, 2002
Beijing Shanghai Shenzhen Guangzhou Chengdu Chongqing Hangzhou Nanjing Haikou Tokyo Hong Kong London New York Los Angeles San Francisco Almaty sco Almaty
23-31 / F, South Tower, building 3, Zhengda center, yard 20, Jinhe East Road, Chaoyang District, Beijing 100020
23-31/F, South Tower of CP Center, 20 Jin He East Avenue, Chaoyang District, Beijing 100020, P. R. China
Tel: + 86 10 5957 2288 Fax: + 86 10 6568 1022 / 1838
Website: www.zhonglun.com com.
Beijing Zhonglun law firm
About China Three Gorges new energy (Group) Co., Ltd
The restricted stock incentive plan in 2021 grants restricted shares to incentive objects
Legal opinion
To: China Three Gorges new energy (Group) Co., Ltd
Beijing Zhonglun law firm (hereinafter referred to as “the firm”) has accepted the entrustment of China Three Gorges new energy (Group) Co., Ltd. (hereinafter referred to as ” China Three Gorges Renewables (Group) Co.Ltd(600905) ” or “the company”) to act as special legal counsel on matters related to the company’s 2021 restricted stock incentive plan (hereinafter referred to as “the plan”, “the incentive plan” or “the incentive plan”), And issue this legal opinion on the granting of restricted shares by the company to incentive objects.
In order to issue this legal opinion, our lawyers have reviewed the 2021 restricted stock incentive plan (Draft) of China Three Gorges new energy (Group) Co., Ltd. (hereinafter referred to as the “incentive plan (Draft)”) Measures for the administration of restricted stock incentive plan of China Three Gorges new energy (Group) Co., Ltd. in 2021, measures for the performance assessment of restricted stock incentive plan of China Three Gorges new energy (Group) Co., Ltd. (hereinafter referred to as “assessment measures”), relevant documents of the board of directors and the board of supervisors of the company, independent opinions of independent directors The company’s written statement and other documents that the lawyers of the firm think need to be reviewed, and checked and verified the relevant facts and materials by querying the public information of government departments.
In order to issue this legal opinion, our lawyers checked and verified the relevant documents and facts of this incentive plan in accordance with the provisions of relevant laws, administrative regulations, normative documents and the requirements of our business rules and in the principle of prudence and importance.
With regard to this legal opinion, our lawyer makes the following statement:
1. Our lawyers have been guaranteed by China Three Gorges Renewables (Group) Co.Ltd(600905) in the process of work: that is, the company has provided our lawyers with the original written materials, copies 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 this firm shall, in accordance with the facts that have occurred or existed before the date of issuance of this legal opinion and the current national laws and regulations such as 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”) To express legal opinions on normative documents and relevant provisions of the China Securities Regulatory Commission (hereinafter referred to as 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, China Three Gorges Renewables (Group) Co.Ltd(600905) or other relevant units and the publicly available information of the competent department as the basis for making this legal opinion.
4. In accordance with the provisions of the securities law, the measures for the administration of securities legal business of law firms and the rules for the practice of securities legal business of law firms (for Trial Implementation), as well as 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 and China Three Gorges Renewables (Group) Co.Ltd(600905) instructions issued by relevant intermediaries.
6. Our lawyer agrees to take this legal opinion as a necessary legal document for China Three Gorges Renewables (Group) Co.Ltd(600905) incentive plan. 7. This legal opinion is only for the purpose of China Three Gorges Renewables (Group) Co.Ltd(600905) incentive plan and shall not be used for any other purpose.
According to the company law, the securities law, the measures for the administration of equity incentive of listed companies (Order No. 148 of China Securities Regulatory Commission) (hereinafter referred to as the “administrative measures”) and the Trial Measures for the implementation of equity incentive by state-controlled listed companies (within China) (hereinafter referred to as the “Trial Measures”) The notice on issues related to regulating the implementation of equity incentive system by state-controlled listed companies (hereinafter referred to as the “notice”), the notice on matters related to further improving the equity incentive work of listed companies controlled by central enterprises, the guidelines for the implementation of equity incentive work by listed companies controlled by central enterprises (hereinafter referred to as the “work guidelines”), and other laws Laws and regulations, normative documents, articles of association of China Three Gorges new energy (Group) Co., Ltd. (hereinafter referred to as “articles of association”) and other relevant provisions issue the following legal opinions:
1、 Adjustment of the list of incentive objects and the number of rights and interests of the incentive plan
The four first time granted incentive objects identified in the incentive plan (Draft) no longer meet the qualification of first time granted incentive objects.
According to the authorization of the company’s first extraordinary general meeting in 2022, the board of directors of the company adjusted the list of incentive objects and the number of rights and interests granted for the first time in this incentive plan. The total number of incentive shares to be granted for the first time is 5.49 million, and the number of restricted shares to be adjusted is 5.29 million. The number of incentive shares to be granted for the first time is 5.29 million, and the number of restricted shares to be adjusted is 5.91 million.
On February 23, 2022, the company held the 41st meeting of the first board of directors and the 17th meeting of the first board of supervisors, deliberated and adopted the proposal on adjusting the company’s restricted stock incentive plan in 2021. The related directors have avoided voting on relevant proposals, and the independent directors of the company have expressed their independent opinions.
After verification, our lawyers believe that the contents and procedures of this adjustment are legal and comply with the management measures, incentive plan (Draft) and the authorization of the general meeting of shareholders of the company.
2、 Approval and authorization of the grant of the incentive plan
The remuneration and assessment committee of the board of directors of the company formulated the 2021 incentive plan (Draft) and its abstract, the long-term incentive plan (Draft) and its abstract, the 2021 plan management measures, the long-term plan management measures and the assessment measures, and submitted them to the board of directors of the company for deliberation.
On November 26, 2021, the 35th meeting of the first board of directors of the company deliberated and approved the proposal on the restricted stock long-term incentive plan of China Three Gorges new energy (Group) Co., Ltd. (Draft) and its abstract, the proposal on the restricted stock incentive plan of China Three Gorges new energy (group) Co., Ltd. (Draft) and its abstract in 2021 Proposal on the measures for the administration of restricted stock long-term incentive plan of China Three Gorges new energy (Group) Co., Ltd., the measures for the performance evaluation of restricted stock incentive plan of China Three Gorges new energy (Group) Co., Ltd. in 2021 Proposal on the measures for the administration of restricted stock incentive plan of China Three Gorges new energy (Group) Co., Ltd. in 2021, proposal on submitting the general meeting of shareholders of the company to authorize the board of directors to handle matters related to the company’s restricted stock long-term incentive plan, proposal on submitting the general meeting of shareholders of the company to authorize the board of directors to handle matters related to the company’s restricted stock incentive plan in 2021.
On November 26, 2021, the 16th meeting of the first board of supervisors of the company deliberated and approved the proposal on the long-term incentive plan for restricted shares of China Three Gorges new energy (Group) Co., Ltd. (Draft) and its abstract, the proposal on the incentive plan for restricted shares of China Three Gorges NEW energy (Group) Co., Ltd. (Draft) and its abstract in 2021 Proposal on the measures for the administration of restricted stock long-term incentive plan of China Three Gorges new energy (Group) Co., Ltd., the measures for the performance evaluation of restricted stock incentive plan of China Three Gorges new energy (Group) Co., Ltd. in 2021 The proposal on the measures for the administration of the restricted stock incentive plan of China Three Gorges new energy (Group) Co., Ltd. in 2021 and the proposal on the list of incentive objects first granted by the restricted stock incentive plan of China Three Gorges new energy (Group) Co., Ltd. in 2021. The board of supervisors checked the long-term incentive plan (Draft) and its abstract, the 2021 incentive plan (Draft) and its abstract, and the list of incentive objects granted for the first time in the 2021 incentive plan, and expressed their consent.
From November 27, 2021 to December 6, 2021, the company internally publicized the names and positions of the incentive objects granted for the first time in this incentive plan for a total of 10 days. During the publicity period, the board of supervisors of the company did not receive any objection to the incentive object granted for the first time by this incentive plan.
On January 18, 2022, the state owned assets supervision and Administration Commission of the State Council issued the reply on the implementation of restricted stock incentive plan by China Three Gorges new energy (Group) Co., Ltd. (Guo Zi kaofen [2022] No. 23), agreeing in principle to the implementation of restricted stock incentive plan by the company.
On February 8, 2022, the company posted on the website of Shanghai Stock Exchange (www.sse. Com. CN.) The announcement of China Three Gorges new energy (Group) Co., Ltd. on the public solicitation of entrusted voting rights by independent directors was disclosed. As the soliciter, Mr. Wang Yonghai, an independent director, solicited voting rights from all shareholders of the company on the proposals related to the company’s 2021 restricted stock incentive plan deliberated at the first extraordinary general meeting in 2022.
On February 16, 2022, the company posted on the website of Shanghai Stock Exchange (www.sse. Com. CN.) Disclosed the verification opinions and publicity statement of the board of supervisors of China Three Gorges new energy (Group) Co., Ltd. on the list of incentive objects first granted by the company’s restricted stock incentive plan in 2021.
On February 23, 2022, the company held the first extraordinary general meeting of shareholders in 2022, deliberated and passed the proposal on the 2021 restricted stock incentive plan (Draft) of China Three Gorges new energy (Group) Co., Ltd. and its abstract, the proposal on the performance evaluation measures of China Three Gorges new energy (group) Co., Ltd. for 2021 restricted stock incentive plan The proposal on the measures for the administration of the restricted stock incentive plan of China Three Gorges new energy (Group) Co., Ltd. in 2021, and the proposal on submitting the general meeting of shareholders of the company to authorize the board of directors to handle matters related to the restricted stock incentive plan of the company in 2021, It also disclosed the self inspection report of China Three Gorges new energy (Group) Co., Ltd. on the trading of the company’s shares by insiders of the company’s restricted stock incentive plan in 2021.
On February 23, 2022, the company held the 41st meeting of the first board of directors and the 17th meeting of the first board of supervisors, deliberated and adopted the proposal on granting restricted shares to the incentive objects of the company’s restricted stock incentive plan in 2021 for the first time. The related directors have avoided voting on relevant proposals, and the independent directors of the company have expressed their independent opinions.
After verification, our lawyers believe that as of the date of issuance of this legal opinion, the company has obtained the necessary approval and authorization to grant restricted shares to incentive objects at this stage, which is in line with the relevant provisions of the management measures, trial measures, work guidelines and incentive plan (Draft).
3、 Award of this incentive plan
(I) grant date of this restricted stock
On February 23, 2022, the company held the first extraordinary general meeting of shareholders in 2022, deliberated and passed the proposal on requesting the general meeting of shareholders of the company to authorize the board of directors to handle matters related to the 2021 restricted stock incentive plan. The general meeting of shareholders of the company authorized the board of directors to determine the grant date of the incentive plan.
On February 23, 2022, the company held the 41st meeting of the first board of directors, deliberated and approved the proposal on granting restricted shares to the incentive objects of the company’s 2021 restricted stock incentive plan for the first time, and determined
