Guohao law firm (Shanghai)
On the adjustment and initial grant of stock option and restricted stock incentive plan in Yunnan Energy New Material Co.Ltd(002812) 2022
Legal opinion
Floor 23-25, Jiadi center, No. 968, West Beijing Road, Shanghai 200041
23-25/F, Garden Square, 968 West Beijing Road, Shanghai 200041, China
Tel: (+ 86) (21) 52341668 Fax: (+ 86) (21) 52433320
Website: http://www.grandall.com.cn.
March, 2002
catalogue
interpretation…… 2 Section 1 Introduction 4 Section II text six
1、 Approval and authorization of the matters granted by this incentive plan six
2、 The adjustment of this equity incentive plan seven
3、 The grant date of stock options granted under this incentive plan eight
4、 The incentive object, granted quantity and exercise price of this incentive plan eight
5、 Conditions for granting stock options under this incentive plan nine
6、 Concluding observations ten
Section III signature page eleven
interpretation
Unless otherwise specified, the relevant words in this legal opinion have the following specific meanings:
Yunnan Energy New Material Co.Ltd(002812) , formerly known as “Yunnan innovation Yunnan Energy New Material Co.Ltd(002812) , company, Shanghai
Refers to new materials Co., Ltd. (hereinafter referred to as “innovation shares”) (stock exchange company)
Code: Yunnan Energy New Material Co.Ltd(002812) )
Incentive plan (Draft) refers to the stock option and restricted stock incentive plan (Draft) for Yunnan Energy New Material Co.Ltd(002812) 2022
The measures for implementation and assessment refers to the administrative measures for the implementation and assessment of stock option and restricted stock incentive plan in Yunnan Energy New Material Co.Ltd(002812) 2022
This incentive plan, stock options and restricted index in Yunnan Energy New Material Co.Ltd(002812) 2022
Incentive plan, stock incentive plan of the plan
The company grants incentive objects with pre-determined stock options in a certain period of time in the future
The right to purchase a certain number of shares of the company at a price and on terms
According to the conditions and prices specified in the incentive plan, the company grants a certain number of company shares to the incentive object, and these shares are limited to restricted shares for a certain period of time
During the sale period, the restriction on sale and circulation can be lifted only after the conditions for lifting the restriction on sale specified in the incentive plan are met
According to the provisions of this incentive plan, the incentive objects who obtain stock options or restricted stocks refer to the company’s senior managers, middle managers and core technology and business backbones
The date on which the company grants rights and interests to the incentive object must be the transaction grant date
day
The waiting period from the date when the registration of stock option grant is completed to the date when the stock option is exercisable
Time period between
The exercise index of the incentive object’s purchase of the underlying stock according to the conditions set in the incentive plan
behavior
The vesting date refers to the date when the incentive object can start exercising the right. The vesting date must be a trading date
day
The exercise price refers to the price at which the incentive object purchases the company’s shares as determined in the incentive plan
According to the stock option incentive plan, the exercise conditions necessary for the incentive object to exercise the stock option refer to
Conditions to be met
The restricted shares granted to the incentive object under this incentive plan are prohibited from being restricted
Period for transfer, guarantee and debt repayment
After the conditions for lifting the restrictions on sales specified in the incentive plan are met, the incentive object will hold the term index for lifting the restrictions on sales
The period during which some restricted stocks can be lifted and listed for circulation
According to the incentive plan, the conditions for lifting the restrictions on the sale of restricted shares obtained by the incentive object refer to
Conditions that must be met
The grant price refers to the price of each restricted stock granted by the company to the incentive object
Shenzhen stock exchange refers to Shenzhen Stock Exchange
The articles of association refers to the Yunnan Energy New Material Co.Ltd(002812) articles of association
Company Law refers to the company law of the people’s Republic of China
Securities Law refers to the securities law of the people’s Republic of China
The Administrative Measures refer to the administrative measures for equity incentive of listed companies
Self regulatory guidelines No. 1 self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – refers to
Transaction No
CSRC and CSRC refer to China Securities Regulatory Commission
China Securities Depository and Clearing Corporation refers to Shenzhen Branch of China Securities Depository and Clearing Corporation Limited
This office refers to Guohao law firm (Shanghai)
The lawyer of the exchange refers to the handling lawyer appointed by the exchange for this incentive plan
Yuan refers to RMB unless otherwise specified
Guohao law firm (Shanghai)
About Yunnan Energy New Material Co.Ltd(002812)
2022 stock option and restricted stock incentive plan
Adjustment and initial grant
Legal opinion
To: Yunnan Energy New Material Co.Ltd(002812)
Guohao law firm (Shanghai) acted as the special legal adviser of Yunnan Energy New Material Co.Ltd(002812) this incentive plan according to the non litigation legal service entrustment agreement signed with Yunnan Energy New Material Co.Ltd(002812) this time.
The lawyers of the firm made a statement that some incentive objects in the company’s incentive plan voluntarily give up all stock options to be granted by the company for personal reasons and some incentive objects voluntarily give up some stock options to be granted by the company, So as to adjust the incentive list and grant quantity of this incentive plan (hereinafter referred to as “this adjustment”) and grant stock options to the incentive objects after this adjustment (hereinafter referred to as “this grant”), In accordance with relevant laws, regulations and normative documents such as the company law, the securities law, the administrative measures, the self regulatory guide No. 1, the administrative measures for law firms engaging in securities legal business, the securities legal business practice rules of law firms and the relevant provisions of the company’s charter, in accordance with the business standards recognized by the lawyer industry This legal opinion is issued in accordance with the code of ethics and the spirit of diligence, taking the facts as the basis and the law as the criterion.
Section I Introduction
The lawyer of our firm gives legal opinions according to the facts that have occurred or existed before the date of issuance of this legal opinion, the current laws and regulations of China and the relevant provisions of the CSRC, and declares as follows:
(I) in accordance with the provisions of the company law, the securities law, the administrative measures and other relevant laws, regulations and normative documents and the facts that have occurred or exist before the issuance date of the legal opinion, the exchange and the handling lawyers have strictly performed their statutory duties, followed the principles of diligence, good faith and full verification, Ensure that the facts identified in the legal opinions 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.
(II) this legal opinion is issued in accordance with the laws, administrative regulations, rules and normative documents currently in force in China or applicable to the occurrence or existence of the company’s acts and relevant facts, and based on the lawyers’ understanding of these provisions.
(III) our lawyer agrees to take this legal opinion as the necessary legal document for the company to implement this incentive plan, report it or disclose it to the public together with other application materials, and is willing to bear corresponding legal liabilities. (IV) the company guarantees that it has provided the lawyers of the firm with authentic, complete and effective original written materials, duplicate materials or oral testimony necessary for issuing legal opinions.
(V) for the fact that this legal opinion is very important and cannot be supported by independent evidence, our lawyers rely on the supporting documents, testimony or copies of documents issued or provided by relevant government departments, companies or other relevant units or relevant persons to issue legal opinions.
(VI) this legal opinion only expresses legal opinions on this incentive plan according to law, and does not express opinions on the rationality of the stock value, assessment standards and other issues involved in this incentive plan, as well as accounting, finance, audit and other non legal professional matters. The quotation of relevant financial data or conclusions in this legal opinion shall not be regarded as any express or implied guarantee for the authenticity and accuracy of these data and conclusions. The institute does not have the appropriate qualification to verify and evaluate such data and conclusions.
(VII) our lawyer has not authorized any unit or individual to make any explanation or explanation on this legal opinion. (VIII) this legal opinion is only used by the company for the purpose of implementing this incentive plan, and shall not be used for any other purpose.
Section II main body
1、 Approval and authorization of matters granted by this incentive plan
(I) on January 24, 2022, the company held the 41st meeting of the 4th board of directors, deliberated and adopted the proposal on the company’s 2022 stock option and restricted stock incentive plan (Draft) and its summary, and the proposal on formulating the company’s measures for the assessment and management of the implementation of 2022 stock option and restricted stock incentive plan Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive and other proposals related to this incentive plan. At the same time, the independent directors of the company expressed independent opinions.
(II) on January 24, 2022, the company held the 35th meeting of the Fourth Board of supervisors, deliberated and adopted the proposal on the company’s 2022 stock option and restricted stock incentive plan (Draft) and its summary, and the proposal on formulating the company’s measures for the assessment and management of the implementation of 2022 stock option and restricted stock incentive plan Proposal on verifying the list of incentive objects of the company’s stock option and restricted stock incentive plan in 2022, etc.
(III) from January 26, 2022 to February 6, 2022, the company publicized the names and positions of the incentive objects of the incentive plan in its intranet OA system. During the publicity period, the board of supervisors of the company has not received any objection or adverse reaction from any organization or individual. On February 7, 2022, the board of supervisors of the company issued the verification opinions and publicity statement of the board of supervisors on the list of incentive objects of the 2022 stock option and restricted stock incentive plan. The board of supervisors believed that the incentive objects listed in the incentive plan met the conditions specified in relevant laws, regulations and normative documents, It conforms to the scope of incentive objects determined in this incentive plan, and it is legal and effective as the incentive object of this incentive plan.
(IV) on February 14, 2022, the company held the second extraordinary general meeting of shareholders in 2022, deliberated and approved the proposal on the company’s stock option and restricted stock incentive plan in 2022 (Draft) and its summary, and the proposal on formulating the company’s stock option and restricted stock incentive plan in 2022
