Shanghai Junlan law firm
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Sichuan Development Lomon Co.Ltd(002312)
Matters related to the first grant of the restricted stock incentive plan in 2021
Legal opinion
March, 2002
About Sichuan Development Lomon Co.Ltd(002312)
Matters related to the first grant of the restricted stock incentive plan in 2021
Legal opinion
To: Sichuan Development Lomon Co.Ltd(002312)
Shanghai Junlan law firm (hereinafter referred to as "the firm") accepts the entrustment of Sichuan Development Lomon Co.Ltd(002312) (hereinafter referred to as "the company" or " Sichuan Development Lomon Co.Ltd(002312) "), In accordance with the measures for the administration of equity incentive of listed companies (hereinafter referred to as the "measures") and the Sichuan Development Lomon Co.Ltd(002312) 2021 restricted stock incentive plan (hereinafter referred to as the "incentive plan" or "this incentive plan"), This legal opinion is issued on matters related to Sichuan Development Lomon Co.Ltd(002312) this incentive plan granting restricted shares to the incentive object for the first time (hereinafter referred to as "this grant").
For this legal opinion, our lawyer declares as follows:
(I) in accordance with the securities law of the people's Republic of China, the measures for the administration of law firms engaging in securities legal business, the rules for the practice of securities legal business of law firms (for Trial Implementation) and other provisions, as well as the facts that have occurred or exist before the date of issuance of this legal opinion, our 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.
(II) we have obtained Sichuan Development Lomon Co.Ltd(002312) the following guarantee: Sichuan Development Lomon Co.Ltd(002312) provided our lawyers with all the documents necessary for issuing this legal opinion. All the documents are true, complete, legal and effective. The copies or copies of all the documents are consistent with the original or the original, and the signatures and seals on all the 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.
(III) the exchange only expresses opinions on the relevant legal matters granted by the company this time, but 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 statements and data related to such professional matters or the references to the contents of professional reports such as accounting reports and audit reports in this legal opinion by the firm and the handling lawyer do not mean that the firm 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 lawyer agrees to disclose this legal opinion to the public together with other materials as the necessary legal document for Sichuan Development Lomon Co.Ltd(002312) this grant, and bear the responsibility for the legal opinion issued in accordance with the 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
November 7, 2021, The 10th meeting of the 6th board of directors of the company deliberated and approved the proposal on Sichuan Development Lomon Co.Ltd(002312) 2021 restricted stock incentive plan (Draft) and its summary, the proposal on Sichuan Development Lomon Co.Ltd(002312) 2021 restricted stock incentive plan implementation assessment management measures "and the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive. On the same day, the independent directors of the company expressed their independent opinions on agreeing to implement the incentive plan.
November 7, 2021, The 8th meeting of the 6th board of supervisors of the company deliberated and approved the proposal on Sichuan Development Lomon Co.Ltd(002312) 2021 restricted stock incentive plan (Draft) and its summary, the proposal on Sichuan Development Lomon Co.Ltd(002312) 2021 restricted stock incentive plan implementation assessment management measures "and the proposal on verifying the list of incentive objects first granted by the company's 2021 restricted stock incentive plan.
On February 14, 2022, the 15th meeting of the sixth board of directors of the company deliberated and adopted the proposal on Sichuan Development Lomon Co.Ltd(002312) 2021 restricted stock incentive plan (Revised Draft) and its summary. On the same day, the independent directors of the company also expressed their independent opinions.
On February 14, 2022, the 12th meeting of the sixth board of supervisors of the company deliberated and approved the proposal on Sichuan Development Lomon Co.Ltd(002312) 2021 restricted stock incentive plan (Revised Draft) and its summary, and the proposal on verifying the list of incentive objects first granted by the company's 2021 restricted stock incentive plan (after adjustment).
The state owned assets supervision and Administration Commission of the people's Government of Sichuan Province issued "cgzh [2022] No. 12" reply on matters related to the filing of Sichuan Development Lomon Co.Ltd(002312) 2021 restricted stock incentive plan, and agreed in principle to Sichuan Development Lomon Co.Ltd(002312) implement this incentive plan and file it.
February 25, 2022, The first extraordinary general meeting of the company in 2022 deliberated and approved the proposal on Sichuan Development Lomon Co.Ltd(002312) 2021 restricted stock incentive plan (Revised Draft) and its abstract, the proposal on Sichuan Development Lomon Co.Ltd(002312) 2021 restricted stock incentive plan implementation assessment management measures "and the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive.
On March 4, 2022, the 17th meeting of the sixth board of directors and the 13th meeting of the sixth board of supervisors deliberated and adopted the proposal on granting restricted shares to incentive objects for the first time. On the same day, the independent directors of the company expressed their independent opinions.
Our lawyers believe that according to the authorization of the first extraordinary general meeting of shareholders in 2022 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 management measures and the incentive plan.
2、 Status of this grant
(I) quantity, price and number of people granted
According to the authorization given to the board of directors by the company's first extraordinary general meeting in 2022, the proposal on granting restricted shares to incentive objects for the first time was deliberated and adopted at the 17th meeting of the sixth board of directors of the company, and 12193000 restricted shares were granted to 320 eligible incentive objects at a grant price of 8.49 yuan / share.
(II) determination of grant date
According to the authorization given to the board of directors by the company's first extraordinary general meeting in 2022, the proposal on granting restricted shares to incentive objects for the first time was deliberated and adopted at the 17th meeting of the sixth board of directors, and March 4, 2022 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 firm, the grant date determined by the board of directors of the company is the trading day and is not in the following periods:
(1) Within 30 days before the announcement of the company's annual report and semi annual report, if the announcement date of the annual report and semi annual report is delayed due to special reasons, it shall be calculated from 30 days before the original scheduled announcement date to 1 day before the announcement; (2) Within 10 days before the announcement of the company's quarterly report, performance forecast and performance express;
(3) From the date of major events that may have a great impact on the trading price of the company's shares and their derivatives or the date of entering the decision-making process to the date of disclosure according to law;
(4) Other periods prescribed by the CSRC and the stock exchange.
(III) conditions of grant
According to the relevant provisions of the management measures and the 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) 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 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, 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) 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) The equity incentive laws and regulations of listed companies shall not participate.
According to the relevant documents provided by the company and verified by the lawyers of the firm, as of the date of issuance of this legal opinion, the price, number and quantity 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 of the administrative measures and the incentive plan on the grant date; The company and the granted incentive objects do not have any circumstances that cannot be granted as stipulated in the management measures and the incentive plan, and the granting conditions stipulated in the incentive plan have been met.
3、 Concluding observations
The lawyer of the firm believes that according to the authorization of the first extraordinary general meeting of shareholders in 2022 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 price, number and quantity of people granted this time 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 of the administrative measures and the incentive plan on the grant date; The company and the granted incentive objects do not have any circumstances that cannot be granted as stipulated in the management measures and the incentive plan, and the granting conditions stipulated in the incentive plan have been met.
(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 matters related to the first grant of Sichuan Development Lomon Co.Ltd(002312) 2021 restricted stock incentive plan)
This legal opinion is issued on March 4, 2022, with two originals and no copies.
Shanghai Junlan law firm (seal)
Person in charge: Handling lawyer:
Dangjiang boat golden sword
Lv Zheng
