Beijing Zhonglun law firm
About Shanghai Nenghui Technology Co.Ltd(301046)
Implementation of restricted stock incentive plan (Draft) in 2021
Legal opinion
December, 2001
Beijing Shanghai Shenzhen Guangzhou Wuhan Chongqing Qingdao Hangzhou Nanjing Haikou Hong Kong Tokyo London New York Los Angeles San Francisco Almaty
catalogue
1、 Subject qualification of this incentive plan- 7 - II. Legality and compliance of the incentive plan- 8 - III. legal procedures to be performed by the incentive plan- 26 - IV. information disclosure of the incentive plan- 28 - V. impact of the incentive plan on the interests of the company and all shareholders- 28 - VI. related directors avoid voting- 29 - VII. Concluding observations- 29 -
interpretation
Unless otherwise specified in this legal opinion, the following words have the following meanings in this legal opinion: Company / listed company refers to Shanghai Nenghui Technology Co.Ltd(301046) / Shanghai Nenghui Technology Co.Ltd(301046)
Incentive plan (draft refers to Shanghai Nenghui Technology Co.Ltd(301046) 2021 restricted stock incentive plan)
Restricted stock incentive Shanghai Nenghui Technology Co.Ltd(301046) 2021 restricted stock incentive plan, this incentive plan, this plan
Incentive objects refer to the directors, senior managers and key personnel of the company (including subsidiaries) who obtain restricted shares in accordance with the provisions of the incentive plan
The first type of restriction refers to the company's shares whose rights to transfer and other shares are restricted by the incentive object in accordance with the conditions specified in the incentive plan
The second type of restrictive refers to the company's shares obtained and registered by the incentive objects who meet the grant conditions of the incentive plan after meeting the corresponding benefit stock conditions
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 determined by the company when granting restricted shares to the incentive object and the incentive object obtains the shares of the company
The conditions for the incentive object to exercise its rights and interests set in the incentive plan have not been fulfilled. The restricted sale period refers to the period during which the restricted shares cannot be transferred, used for guarantee or debt repayment, which is calculated from the date when the registration of the granting of restricted shares to the incentive object is completed
The release period refers to the period during which the restricted shares held by the incentive object are released and can be listed and circulated after the release conditions specified in the incentive plan are met
The conditions for lifting the restriction on sales refer to the conditions that must be met for the restricted shares obtained by the incentive object to be lifted according to the incentive plan
Attribution refers to the behavior that the listed company registers the shares in the incentive object's account after the restricted stock incentive object meets the benefit conditions
Vesting date refers to the date when the authorized shares are registered after the restricted stock incentive object meets the benefit conditions. The vesting date must be the trading day
Vesting conditions refer to the benefit conditions set up by the restricted stock incentive plan, and the incentive object is to obtain the incentive stock
The validity period refers to the period from the date of granting restricted shares to the date when all restricted shares granted to the incentive object are released from the restriction / ownership or the repurchase cancellation / invalidation becomes invalid
Company law means the company law of the people's Republic of China
Securities Law means the securities law of the people's Republic of China
The Administrative Measures refer to the administrative measures for equity incentive of listed companies, and the articles of association refer to the Shanghai Nenghui Technology Co.Ltd(301046) articles of association
Business handling refers to the guidelines for business handling of companies listed on the gem No. 5 - equity incentive, and Listing Rules refer to the Listing Rules of Shenzhen Stock Exchange on the gem
Assessment management of the company refers to the assessment management measures for the implementation of the Shanghai Nenghui Technology Co.Ltd(301046) 2021 restricted stock incentive measures
Stock exchange refers to Shenzhen Stock Exchange
Registration and Clearing Company refers to Shenzhen Branch of China Securities Depository and Clearing Co., Ltd
CSRC refers to the China Securities Regulatory Commission
Beijing Zhonglun law firm
Yuan means RMB yuan
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Website: www.zhonglun.com com.
Beijing Zhonglun law firm
About Shanghai Nenghui Technology Co.Ltd(301046)
Implementation of restricted stock incentive plan (Draft) in 2021
Legal opinion
To: Shanghai Nenghui Technology Co.Ltd(301046)
Beijing Zhonglun law firm (hereinafter referred to as "the firm") as the legal adviser hired by Shanghai Nenghui Technology Co.Ltd(301046) (hereinafter referred to as "the company" or " Shanghai Nenghui Technology Co.Ltd(301046) "), 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") Shenzhen Stock Exchange GEM Listing Rules (hereinafter referred to as "Listing Rules"), GEM listed companies' business handling guide No. 5 - equity incentive (hereinafter referred to as "business handling guide") and the measures for the administration of equity incentive of listed companies issued by China Securities Regulatory Commission (hereinafter referred to as "CSRC") (hereinafter referred to as "administrative measures") and other relevant laws, regulations and normative documents, in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, the company's 2021 restricted stock incentive plan (Draft) (hereinafter referred to as "the incentive plan") ）This legal opinion is hereby issued on the basis of verification of relevant facts involved.
With respect to the documents, materials and statements provided by the company, we and our lawyers have obtained the following guarantees from the company: (1) all signatures and seals on the documents are true;
(2) The originals of all documents provided to the firm and its lawyers are true;
(3) Copies of all documents provided to the firm and its lawyers are consistent with their originals;
(4) The facts stated in these documents are true, accurate and complete without omission and / or misleading.
In order to issue this legal opinion, our lawyer hereby makes the following statement:
(1) This legal opinion is issued in accordance with the applicable Chinese laws, regulations and normative documents based on the facts that have occurred or existed before the date of issuance of this legal opinion;
(2) Our firm and our lawyers' understanding of the relevant facts involved in this legal opinion ultimately depends on the documents, materials and statements provided by the company to our firm and our lawyers, and the company has guaranteed its authenticity, accuracy and completeness to our firm and our lawyers;
(3) This legal opinion only expresses opinions on the legal issues related to the incentive plan, and does not express opinions on the rationality of the assessment standards involved in the incentive plan, as well as accounting, finance and other non legal professional matters;
(4) The firm and its lawyers are convinced that there are no false records, misleading statements and major omissions in this legal opinion;
(5) The firm and its lawyers agree to submit and disclose the legal opinion as a necessary legal document for the company to implement the incentive plan together with other materials, and are willing to bear corresponding legal liabilities for this legal opinion;
(6) The firm and its 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 this incentive plan, but the company shall not cause legal ambiguity or misinterpretation due to the above quotation. The company has the right to review and confirm the corresponding contents of the above relevant documents again;
(7) This legal opinion is only used by the company for the purpose of this incentive plan, and shall not be used for any other purpose without the written consent of the exchange and its lawyers;
(8) The company has carefully read this legal opinion and confirmed that the facts quoted or cited in this legal opinion are true, accurate and complete without any false or misleading statements or conclusions.
Based on the above, we hereby issue the following legal opinions for Shanghai Nenghui Technology Co.Ltd(301046) this incentive plan:
1、 Subject qualification of this incentive plan
(i) Shanghai Nenghui Technology Co.Ltd(301046) now holds the business license issued by Shanghai market supervision administration. The main information of industrial and commercial registration is as follows:
Unified social credit Code: 91310000685457643j
Address: 607, No. 2000, Pudong Avenue, China (Shanghai) pilot Free Trade Zone
room
Legal representative: Luo Chuankui
The registered capital is 149480000 yuan
Company type: joint stock limited company (listed, natural person investment or holding)
Licensed projects: power generation, transmission and power supply business; Construction engineering design; Various engineering construction activities. (for projects that must be approved according to law, business activities can be carried out only after being approved by relevant departments, and the specific business projects shall be subject to the approval documents or licenses of relevant departments) general projects: technology development, technology transfer and technical consultation of new energy technology, environmental protection technology, energy conservation technology, electric power technology, engineering technology, business scope automation equipment technology and instrument technology Consultation, technical service, technical exchange and technical promotion; Cecep Solar Energy Co.Ltd(000591) power generation technical services; Sales of intelligent power transmission and distribution and control equipment; Manufacturing of domestic waste treatment equipment; Contract energy management; Software development; Engineering management services; Import and export of goods; Technology import and export. (except for the items that must be approved according to law, the company shall independently carry out business activities according to law with its business license)
Business term: February 24, 2009 to long term
According to the relevant documents provided by the company and verified by our lawyers, Shanghai Nenghui Technology Co.Ltd(301046) is a joint stock limited company established and effectively existing according to law, and its shares have been listed and traded in Shenzhen Stock Exchange. The securities are referred to as " Shanghai Nenghui Technology Co.Ltd(301046) " for short and the securities code is 301046.
As of the issuance date of this legal opinion, the company has not been terminated in accordance with laws, regulations, rules and other normative documents or the Shanghai Nenghui Technology Co.Ltd(301046) articles of Association (hereinafter referred to as the "articles of association").
（2） Shanghai Nenghui Technology Co.Ltd(301046) there are no following circumstances under which equity incentive shall not be implemented as stipulated in Article 7 of the administrative measures
According to the audit report of Shanghai Nenghui Technology Co.Ltd(301046) 2018-2020 issued by Zhonghui Certified Public Accountants (special general partnership) (Zhonghui kuaishan [2021] No. 1410) and the instructions issued by the company, and verified by our lawyers, the company does not have the situation that equity incentive shall not be implemented as stipulated in Article 7 of the management measures:
1. The financial 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. Within the last 36 months after listing
