Shanghai Junlan law firm
about
Mianyang Fulin Precision Co.Ltd(300432) reserved grant of restricted stock incentive plan in 2021
of
Legal opinion
December, 2001
About Mianyang Fulin Precision Co.Ltd(300432)
Reserved grant of restricted stock incentive plan in 2021
Legal opinion
To: Mianyang Fulin Precision Co.Ltd(300432)
Shanghai Junlan law firm (hereinafter referred to as "the firm") accepts the entrustment of Mianyang Fulin Precision Co.Ltd(300432) (hereinafter referred to as "the company" or " Mianyang Fulin Precision Co.Ltd(300432) ") in accordance with the administrative measures for equity incentive of listed companies (hereinafter referred to as "the administrative measures") and the Listing Rules of Shenzhen Stock Exchange on the gem (hereinafter referred to as "the Listing Rules") The Mianyang Fulin Precision Co.Ltd(300432) 2021 restricted stock incentive plan (hereinafter referred to as "incentive plan" or "this incentive plan") of the guide for business handling of companies listed on GEM No. 5 - equity incentive (hereinafter referred to as "business guide") reserves grants for Mianyang Fulin Precision Co.Ltd(300432) this incentive plan (hereinafter referred to as "this grant") ）This legal opinion is issued for relevant matters.
For this legal opinion, our lawyer declares as follows:
(i) The lawyers of the firm shall act in accordance with the securities law of the people's Republic of China, 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) 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.
（2） The exchange has obtained Mianyang Fulin Precision Co.Ltd(300432) the following guarantee: Mianyang Fulin Precision Co.Ltd(300432) All documents necessary for the issuance of this legal opinion are provided to our lawyers. All documents are true, complete, legal and valid. Copies or copies of all documents are consistent with the original or the original, and the signatures and seals on all documents are true; And all facts and documents sufficient to affect the legal judgment made by our lawyers have been disclosed without any concealment, misleading or omission.
（3） The exchange only expresses opinions on the relevant legal matters granted by the company this time, and does not express opinions on the rationality of the subject equity value, assessment standards and other professional matters involved in the company's grant this time, as well as accounting, auditing and other professional matters. The exchange and the handling lawyer do not have the legal qualification to check and judge these professional matters. The exchange and the handling lawyer are in this law The statements and data related to such professional matters or the references to professional reports such as accounting reports and audit reports in the opinion do not mean that the exchange and the handling lawyer make any express or implied guarantee for the authenticity and effectiveness of these references.
This legal opinion is only for the purpose of this grant and shall not be used for any other purpose.
Our lawyers agree to disclose this legal opinion to the public together with other materials as Mianyang Fulin Precision Co.Ltd(300432) the necessary legal documents for this grant, and bear the responsibility for the legal opinion issued according to law.
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 issued the following legal opinions: I. the approval and authorization granted this time
On April 26, 2021, the 8th meeting of the 4th board of directors of the company deliberated and adopted the
<2021 年限制性股票激励计划（草案）>
And its abstract
<2021 年限制性股票激励计划实施考核管理办法>
Proposal on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to the company's equity incentive plan, etc. On the same day, the independent directors of the company expressed their independent opinions on agreeing to implement the equity incentive plan.
On April 26, 2021, the fourth meeting of the Fourth Board of supervisors of the company deliberated and adopted the
<2021 年限制性股票激励计划（草案）>
And its abstract
<2021 年限制性股票激励计划实施考核管理办法>
Proposal on verification
<公司 2021 年限制性股票激励计划首次授予激励对象名单>
The motion of the people's Republic of China, etc.
On May 10, 2021, the ninth meeting of the Fourth Board of directors and the fifth meeting of the Fourth Board of supervisors deliberated and adopted the
<2021 年限制性股票激励计划（草案修订稿）>
And summary of the proposal and the proposal on the company
<2021 年限制性股票激励计划实施考核管理办法（修订稿）>
The motion of the. On the same day, the independent directors of the company expressed their independent opinions.
On May 31, 2021, the third extraordinary general meeting of the company in 2021 deliberated and adopted the
<2021 年限制性股票激励计划（草案修订稿）>
And abstract
<2021 年限制性股票激励计划实施考核管理办法（修订稿）>
And the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company's equity incentive plan.
On December 14, 2021, the company held the 19th meeting of the 4th board of directors and the 14th meeting of the 4th board of supervisors, deliberated and adopted the proposal on granting reserved restricted shares to incentive objects. On the same day, the independent directors of the company expressed their independent opinions.
Our lawyers believe that according to the authorization of the third extraordinary general meeting of shareholders in 2021 to the board of directors, as of the date of issuance of this legal opinion, this authorization has obtained the necessary approval and authorization at this stage, which is in line with the relevant provisions of the administrative measures, listing rules, business guide and incentive plan.
2、 Status of this grant
(i) Quantity, price and number of people granted
According to the authorization of the company's third extraordinary general meeting of shareholders in 2021 to the board of directors, the proposal on granting reserved restricted shares to incentive objects was deliberated and adopted at the 19th meeting of the Fourth Board of directors, and it was determined that the grant date of reserved restricted shares was December 14, 2021, It is determined to grant 1 million class II restricted shares to 43 eligible incentive objects at the grant price of 16.17 yuan / share.
（2） Determination of grant date
According to the authorization of the company's third extraordinary general meeting of shareholders in 2021 to the board of directors, the proposal on granting reserved restricted shares to incentive objects was deliberated and adopted at the 19th meeting of the Fourth Board of directors, and December 14, 2021 was determined as the grant date of this incentive plan.
According to the announcement of the company and the verification of the lawyers of the exchange, the grant date determined by the board of directors of the company is the trading day.
（3） Grant conditions
According to the relevant provisions of the administrative measures, listing rules, business guide and incentive plan, the company shall meet the following conditions when granting incentives to incentive objects:
1. The company is not under any of the following circumstances:
(1) An audit report with a negative opinion or unable to express an opinion on the financial and accounting report of the most recent fiscal year 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 shall not be implemented according to laws and regulations.
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) It has been identified as an inappropriate candidate by the CSRC and its dispatched offices within the last 12 months;
(3) Being administratively punished by the CSRC and its dispatched offices or taking market entry prohibition measures for major violations of laws and regulations within 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 equity incentive of listed companies according to laws and regulations.
According to the relevant documents provided by the company and verified by the lawyers of the exchange, as of the date of issuance of this legal opinion, the number, quantity and price of this grant are in line with the relevant provisions of the incentive plan, and the determination of the grant date of this incentive plan is in line with the relevant provisions on the grant date in the administrative measures, listing rules, business guide and incentive plan; The company and the granted incentive objects do not have any circumstances that cannot be granted as stipulated in the administrative measures, listing rules, business guide and incentive plan, and the granting conditions stipulated in the incentive plan have been met.
3、 Information disclosure of this grant
According to the provisions of the administrative measures, listing rules, business guide and incentive plan, the company will timely announce the resolution announcement of the 19th meeting of the Fourth Board of directors, the resolution announcement of the 14th meeting of the Fourth Board of supervisors and the opinions of independent directors. With the promotion of this incentive plan, the company shall also timely perform relevant information disclosure obligations in accordance with relevant provisions of laws, regulations and normative documents.
Our lawyers believe that the company has fulfilled its information disclosure obligations at this stage in accordance with the administrative measures, listing rules, business guide and incentive plan, and the company still needs to fulfill its subsequent information disclosure obligations in accordance with the relevant provisions of the administrative measures, listing rules, business guide and incentive plan.
4、 Concluding observations
Our lawyers believe that according to the authorization of the third extraordinary general meeting of shareholders in 2021 to the board of directors, as of the date of issuance of this legal opinion, this authorization has obtained the necessary approval and authorization at this stage; The number, quantity and price of this grant comply with the relevant provisions of the incentive plan, and the determination of the grant date of this incentive plan complies with the relevant provisions on the grant date in the administrative measures, listing rules, business guide and incentive plan; The company and the granted incentive objects do not have any circumstances that cannot be granted as stipulated in the administrative measures, listing rules, business guide and incentive plan, and the granting conditions stipulated in the incentive plan have been met; The company has fulfilled its information disclosure obligations at this stage in accordance with the provisions of the administrative measures, listing rules, business guide and incentive plan, and the company still needs to fulfill its subsequent information disclosure obligations in accordance with the relevant provisions of the administrative measures, listing rules, business guide and incentive plan.
(there is no text below this page, only the signature page)
(there is no text on this page, which is the signature and seal page of the legal opinion of Shanghai Junlan law firm on Mianyang Fulin Precision Co.Ltd(300432) 2021 reserved grant of restricted shares)
This legal opinion is issued on December 14, 2021, with two originals and no copies.
Shanghai Junlan law firm (seal)
Principal: Handling lawyer:
Dangjiang boat golden sword
Lv Zheng
