about
Restricted stock incentive plan for 2021 (Draft)
of
Legal opinion
December, 2021
About
Nanjing Shenghang Shipping Co.Ltd(001205)
Restricted stock incentive plan for 2021 (Draft)
of
Legal opinion
Nanjing Shenghang Shipping Co.Ltd(001205) ：
Beijing Jingtian Gongcheng law firm (hereinafter referred to as “the firm”) has accepted the entrustment of Nanjing Shenghang Shipping Co.Ltd(001205) (hereinafter referred to as ” Nanjing Shenghang Shipping Co.Ltd(001205) ” or “the company”) in accordance with the law for the company’s restricted stock incentive plan in 2021 (hereinafter referred to as “the incentive plan” or “the incentive plan” or “the incentive plan”) ）Act as a special legal adviser on relevant matters and issue this legal opinion on the incentive plan.
In order to issue this legal opinion, Our lawyers have reviewed the restricted stock incentive plan for Nanjing Shenghang Shipping Co.Ltd(001205) 2021 (Draft) (hereinafter referred to as the “incentive plan (Draft)”), the measures for the administration of the assessment of the implementation of the restricted stock incentive plan for Nanjing Shenghang Shipping Co.Ltd(001205) 2021 (hereinafter referred to as the “assessment measures”), and the list of incentive objects first granted by the restricted stock incentive plan for Nanjing Shenghang Shipping Co.Ltd(001205) 2021 (hereinafter referred to as “list of incentive objects granted for the first time”), relevant meeting documents of the company, opinions of independent directors, written confirmation or commitment of the company and other documents deemed necessary to be reviewed by our lawyers, 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 have checked and verified the documents and facts related to the 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.
Our lawyer hereby makes the following statement on the issuance of this legal opinion:
1. Our lawyers have been guaranteed by Nanjing Shenghang Shipping Co.Ltd(001205) 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. According to the facts that have occurred or existed before the date of issuance of this legal opinion and the laws promulgated by 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”) and the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”) Express legal opinions on the relevant provisions of current national laws, regulations and normative documents such as the measures for the administration of equity incentive of listed companies (hereinafter referred to as the “measures”), the rules for the listing of shares of Shenzhen Stock Exchange (hereinafter referred to as the “Listing Rules”) promulgated by Shenzhen Stock Exchange (hereinafter referred to as the “Shenzhen Stock Exchange”).
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, Nanjing Shenghang Shipping Co.Ltd(001205) or other relevant units and the publicly available information of the competent department as the basis for making this legal opinion.
4. The lawyers of the firm shall act in accordance with the securities law, the measures for the administration of law firms engaging in securities legal business and the rules for the practice of securities legal business of law firms (for Trial Implementation) And the facts that have occurred or existed before the date of issuance of this legal opinion, strictly performed their statutory duties, followed the principles of diligence and good faith, and conducted sufficient verification and verification to ensure that the facts identified in this legal opinion are true, accurate and complete, and the concluding opinions issued are legal and accurate without 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, and only expresses legal opinions in accordance with the current Chinese laws. The exchange will not express opinions on professional matters and reports other than accounting, audit, asset evaluation, financial analysis, investment decision-making, business development and other laws. The quotation of some data and conclusions in the relevant financial statements, audit reports or business reports in this legal opinion does not mean that the exchange makes any express or implied guarantee for the authenticity, accuracy and completeness of these data and conclusions. The firm and its lawyers are not qualified to verify and evaluate such data, reports and conclusions.
6. Our lawyer agrees to take this legal opinion as the necessary legal document for this 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 company law, securities law, administrative measures, listing rules and other laws, regulations, normative documents and the articles of association of Nanjing Shenghang Shipping Co.Ltd(001205) (hereinafter referred to as the “articles of association”), the exchange issues the following legal opinions:
1、 The company meets the conditions for implementing the incentive plan
（1） Basic information of the company
1. With the approval of the reply on approving Nanjing Shenghang Shipping Co.Ltd(001205) initial public offering of shares [2021] No. 1316 issued by CSRC, the company issued 30066667 shares to the public. With the approval of Shenzhen Stock Exchange SZS [2021] No. 484 notice on the listing of Nanjing Shenghang Shipping Co.Ltd(001205) RMB common shares, the company was listed on Shenzhen Stock Exchange on May 13, 2021. The stock is abbreviated as ” Nanjing Shenghang Shipping Co.Ltd(001205) ” and the stock code is 001205.
2. According to the current valid business license of the company, the basic information of the company is as follows:
Name Nanjing Shenghang Shipping Co.Ltd(001205)
Address: No. 388 ganjiaxiang street, Qixia street, Qixia District, Nanjing
Legal representative: Li Taoyuan
The registered capital is 120266667 yuan
Enterprise type Co., Ltd. (listed)
Business scope: product oil tanker and chemical tanker transportation along the coast of China, the middle and lower reaches of the Yangtze River and its tributaries; International ship transport of dangerous goods; International ship management; China Cssc Holdings Limited(600150) management; Ship leasing; Technical development and technical services of information technology and computer technology. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
Date of establishment: November 7, 1994
（2） The company is not allowed to implement equity incentive as stipulated in Article 7 of the management measures
According to the written confirmation of the company and the audit report of Nanjing Shenghang Shipping Co.Ltd(001205) financial statements for 2018-2020 (Tianheng SZ (2021) 00028) and Nanjing Shenghang Shipping Co.Ltd(001205) internal control assurance report (Tianheng ZZ (2021) 00068) issued by Tianheng Certified Public Accountants (special general partnership), and through the inquiry of our lawyers on the websites of China Securities Regulatory Commission and Shenzhen Stock Exchange, the company does not have the management measures The following circumstances under which equity incentive shall not be implemented as stipulated in Article 7:
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 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, the articles of association and public commitments within the last 36 months after listing;
4. Equity incentive is prohibited by laws and regulations;
5. Other circumstances recognized by the CSRC.
After verification, our lawyers believe that the company is a joint stock limited company legally established and existing, and its shares have been listed and traded on the main board of Shenzhen Stock Exchange; As of the date of issuance of this legal opinion, the company has no circumstances that need to be terminated in accordance with the company law and other laws, regulations, normative documents and the articles of association, and there is no circumstance that equity incentive shall not be implemented as stipulated in the management measures. Therefore, the company is qualified to implement this incentive plan.
2、 Legality and compliance of the content of this incentive plan
1. On December 14, 2021, the 13th meeting of the third board of directors of the company deliberated and adopted the incentive plan (Draft) and its summary.
2. According to the incentive plan (Draft) and incentive plan (Draft) provided by the company The contents include: interpretation, the purpose of the incentive plan, the management organization of the incentive plan, the determination basis and scope of incentive objects, the rights and interests to be granted by the incentive plan, the list of incentive objects and the distribution of rights and interests to be granted, the period of validity, grant date, restricted sale period, removal of restricted sale arrangements and restricted sale period, the grant price and determination method of restricted shares, The conditions for granting and releasing restricted shares, the adjustment methods and procedures of the incentive plan, the accounting treatment of restricted shares, the implementation, grant, release, change and termination procedures of the incentive plan, other rights and obligations of the company / incentive object, and the treatment of the incentive plan when the company / incentive object changes Restricted stock repurchase principles and supplementary provisions.
After verification, our lawyers believe that the relevant contents of the incentive plan (Draft) comply with the provisions of the administrative measures, listing rules and other relevant laws, regulations and normative documents.
3、 Legal procedures to be performed for this incentive plan
（1） Main procedures performed by the company for the implementation of this incentive plan
According to the relevant meeting resolutions, opinions of independent directors and other documents provided by the company, the company has performed the following procedures for this incentive plan:
1. The remuneration and assessment committee under the board of directors of the company deliberated and adopted the
< Nanjing Shenghang Shipping Co.Ltd(001205) 2021 年限制性股票激励计划（草案）>
And its abstract
< Nanjing Shenghang Shipping Co.Ltd(001205) 2021 年限制性股票激励计划实施考核管理办法>
And the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the restricted stock equity incentive plan in 2021, and agreed to submit the relevant proposals to the board of directors of the company for deliberation.
2. On December 14, 2021, the company held the 13th meeting of the third board of directors and deliberated and adopted the
< Nanjing Shenghang Shipping Co.Ltd(001205) 2021 年限制性股票激励计划（草案）>
And its abstract
< Nanjing Shenghang Shipping Co.Ltd(001205) 2021 年限制性股票激励计划实施考核管理办法>
And the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the restricted stock equity incentive plan in 2021, and the related directors have avoided voting on the relevant proposals.
3. On December 14, 2021, The independent directors of the company expressed independent opinions on the relevant matters of the incentive plan (Draft), held that the implementation of the restricted stock incentive plan in 2021 by the company is conducive to the sustainable development of the company and will not damage the legitimate rights and interests of the company and all shareholders, unanimously agreed that the company will implement the 2021 fixed-term stock incentive plan, and submitted the relevant matters to the general meeting of shareholders for deliberation.
4. On December 14, 2021, the company held the eighth meeting of the third board of supervisors, which deliberated and adopted the
< Nanjing Shenghang Shipping Co.Ltd(001205) 2021 年限制性股票激励计划（草案）>
And its abstract
< Nanjing Shenghang Shipping Co.Ltd(001205) 2021 年限制性股票激励计划实施考核管理办法>
And other relevant proposals. The board of supervisors issued review opinions on the incentive plan (Draft), and considered that the contents of the Nanjing Shenghang Shipping Co.Ltd(001205) 2021 restricted stock incentive plan (Draft) and its abstract were in line with the company law, the securities law and the measures for the administration of equity incentive of listed companies And other relevant laws, regulations and normative documents. The implementation of this incentive plan will be conducive to the sustainable development of the company, and there will be no damage to the interests of the company and all shareholders.
（2） Main procedures to be performed by the company for the implementation of this incentive plan
According to relevant laws, regulations and normative documents, in order to implement the equity incentive plan, the company has yet to perform the following main procedures:
1. Before the general meeting of shareholders, the company shall publicize the names and positions of incentive objects within the company through the company’s internal website or other channels, and the publicity period shall not be less than 10 days. The board of supervisors of the company shall review the list of equity incentives and fully listen to the public opinions. The company shall disclose the review opinions of the board of supervisors on the incentive list and the explanation of its publicity 3 to 5 days before the general meeting of shareholders considers the incentive plan.
2. The company conducts self-examination on the trading of the company’s shares and their derivatives by insiders within 6 months before the announcement of the incentive plan (Draft), and explains whether there is insider trading.
3. Before the company holds the general meeting of shareholders to review the incentive plan, independent directors solicit entrusted voting rights from all shareholders on the incentive plan.
4. The company held a general meeting of shareholders to review and vote on the incentive plan, which was adopted by more than 2 / 3 of the voting rights held by the shareholders attending the meeting. Except for the directors, supervisors, senior managers and shareholders who individually or jointly hold more than 5% of the shares of the listed company, the votes of other shareholders shall be counted separately and disclosed.
5. After the incentive plan is reviewed and approved by the general meeting of shareholders, according to the follow-up progress of the incentive plan, the company will handle the granting and other matters according to the relevant provisions of the incentive plan.
After verification, our lawyers believe that, as of the date of issuance of this legal opinion, the company has fulfilled the necessary legal procedures at this stage for the implementation of this incentive plan, in line with the relevant provisions of the administrative measures, listing rules and so on; The incentive plan will be implemented after being deliberated and approved by the general meeting of shareholders of the company.
4、 Determination of incentive objects of this incentive plan
1. According to the incentive plan (Draft), the total number of incentive objects involved in the first award of the incentive plan is 52, including:
（
