Beijing Junzhi law firm
About Jiangsu Suyan Jingshen Co.Ltd(603299) 2021 restricted stock incentive plan (Revised Draft)
of
Legal opinion
Jun Zhi FA Zi No. 2022063
11 / F, block B, Global trade center, No. 36, North Third Ring East Road, Dongcheng District, Beijing 100013
Tel: 0105221323601052213237
Website: www.junzhilawyer.com com.
Beijing Junzhi law firm
About Jiangsu Suyan Jingshen Co.Ltd(603299)
2021 restricted stock incentive plan (Revised Draft)
Legal opinion
Jun Zhi FA Zi No. 2022063 to: Jiangsu Suyan Jingshen Co.Ltd(603299)
Beijing Junzhi law firm accepts the entrustment of Jiangsu Suyan Jingshen Co.Ltd(603299) (hereinafter referred to as “the company” or ” Jiangsu Suyan Jingshen Co.Ltd(603299) “), and 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”) Measures for the administration of equity incentive of listed companies (hereinafter referred to as “measures for the administration of equity incentive”) Trial Measures for the implementation of equity incentive by state-owned holding listed companies (domestic) (Guo Zi FA FA Pai [2006] No. 175) (hereinafter referred to as “Trial Measures for equity incentive”), notice on issues related to regulating the implementation of equity incentive system by state-owned holding listed companies (Guo Zi FA Pai [2008] No. 171), With reference to the guidelines for the implementation of equity incentive by listed companies controlled by central enterprises (gzkp [2020] No. 178) and other relevant laws, regulations and normative documents, as well as the Jiangsu Suyan Jingshen Co.Ltd(603299) articles of Association (hereinafter referred to as the “articles of association”), Served as the special legal adviser of the company’s 2021 restricted stock incentive plan (hereinafter referred to as “this incentive plan” or “this plan”), and conducted necessary verification and verification of the relevant documents and facts provided by the company in accordance with the business standards, ethics and diligence spirit recognized by the lawyer industry, Issue this legal opinion.
In order to issue this legal opinion, we and our lawyers are guaranteed as follows:
1. The seals of the company and relevant companies and the seals and signatures of relevant personnel on the documents provided by the company to the firm and its lawyers are true and effective, and the authorization that should be obtained has been obtained;
2. The documents provided by the company to the firm and its lawyers are true, accurate and complete, and the contents recorded in the documents are comprehensive, accurate and true; The copies of these documents are consistent with their original, and the original and copy are consistent;
3. The written statements, explanations, confirmations and commitments made by the company, relevant companies and relevant personnel to the firm and its lawyers are true, accurate, comprehensive and complete, and there is no falsehood, major omission or misleading; 4. The documents and materials provided by the company to the firm and its lawyers are consistent with the documents and materials obtained by the company from the initial providers of such documents and materials, and have not been changed, deleted, omitted or concealed in any form and substance, And has provided or disclosed other auxiliary documents or information related to such documents and materials to the firm and its lawyers as reasonably required by the firm and its lawyers, so as to avoid the firm and its lawyers from affecting their reasonable understanding, judgment and reference of such documents and materials due to the inaccuracy, incompleteness and / or incompleteness of such documents and materials or information.
In order to issue this legal opinion, we and our lawyers hereby make the following statement:
1. This legal opinion is issued in accordance with the facts that have occurred or exist before the issuance date and in accordance with the laws, regulations and normative documents in force at that time or in force in China. We and our lawyers only properly check the instructions, certificates, licenses, replies, replies and other documents issued by relevant government departments (including but not limited to the company registration management department), and have no right to further check the legality and legitimacy of the performance of public rights by such government departments. Therefore, whether these documents are true, accurate, comprehensive Complete without any responsibility; 2. The exchange’s understanding and judgment of the relevant facts involved in this legal opinion ultimately depends on the documents, materials, statements, explanations, confirmations and commitments provided by the company to the exchange, and it has guaranteed the authenticity, completeness and accuracy of such documents, materials, statements, explanations, confirmations and commitments to the exchange. For the fact that this legal opinion is very important and cannot be supported by independent evidence, the exchange relies on the certificates, instructions or commitments issued by relevant government departments, companies, other relevant units or other relevant personnel, as well as relevant documents and information such as information publicized on the website of relevant government departments to express opinions;
3. This legal opinion only expresses opinions on relevant legal matters involved in Jiangsu Suyan Jingshen Co.Ltd(603299) implementing the plan, and does not express opinions on professional reports issued by other intermediaries; For the contents of professional reports quoted in some chapters of this legal opinion, the firm and its lawyers rely on the professional reports issued by these intermediaries. However, such references do not indicate that the firm and its lawyers make any express or implied judgment, confirmation, guarantee and commitment to the authenticity and accuracy of the professional reports issued by such intermediaries;
4. If there are legal defects or other contrary evidence in the documents and materials in the front row, or the above statements and guarantees are not tenable, unclear or false, the relevant statements and conclusions of this legal opinion need to be revised, and our lawyer has the right to issue a special legal opinion to supplement, explain or correct according to the new confirmed facts;
5. The firm and its lawyers agree to take this legal opinion as one of the necessary documents for the company to implement this plan, submit it together with other materials to the regulatory authorities for review, and bear corresponding responsibilities for the legal opinion issued by the firm according to law;
6. This legal opinion is only used by the company for the purpose of implementing the plan, and shall not be used for any other purpose, or quoted and relied on by any other person without the written consent of the exchange and its lawyers;
7. The abbreviation of “interpretation” of relevant names in this legal opinion, including but not limited to the abbreviations of relevant companies, enterprises and government agencies, unless otherwise expressly stated in the context, has the same interpretation as that in Jiangsu Suyan Jingshen Co.Ltd(603299) 2021 restricted stock incentive plan (Revised Draft).
Based on the above representations and warranties, in accordance with the business standards, ethics and diligence recognized by the lawyer industry, we hereby issue the following legal opinions:
1、 The company is qualified to implement the incentive plan
(I) establishment and existence of the company
1. Jiangsu Suyan Jingshen Co.Ltd(603299) is a joint stock limited company established by Jiangsu Jingshen Salt Industry Co., Ltd. in the form of overall change. The industrial and commercial registration of the joint stock company was completed on December 25, 2009.
2. On June 24, 2015, the company was approved to issue 90 million ordinary shares in RMB for the first time with the approval of the document of China Securities Regulatory Commission (zjxk [2015] No. 1364). On December 31, 2015, the company’s shares were listed on the Shanghai Stock Exchange. The securities of the company are abbreviated as “Jingshen shares” and the securities code is ” Jiangsu Suyan Jingshen Co.Ltd(603299) “. In January 2019, after the company changed its name, the securities abbreviation was changed to ” Jiangsu Suyan Jingshen Co.Ltd(603299) “, and the securities code remained unchanged.
3. Jiangsu Suyan Jingshen Co.Ltd(603299) now holds the business license with the unified social credit code of 91320800720586548c issued by Huai’an market supervision and Administration Bureau. As of the date of issuance of this legal opinion, Jiangsu Suyan Jingshen Co.Ltd(603299) basic information is as follows: the domicile is No. 18, Huaxi Road, Huai’an District, Huai’an City, Jiangsu Province, the legal representative is Wu Xufeng, the registered capital is 772926500 yuan, the enterprise type is joint stock limited company (listed), and the business scope is rock salt underground mining; Production and processing of table salt, well mineral salt and salt products (the above shall be operated according to the specific production varieties and validity period approved by the license); General freight; Thermal power generation (for production and self use); Production and processing of soda ash (light soda ash, heavy soda ash), food additives (sodium carbonate) and baking soda; Production and processing of calcium chloride (liquid calcium chloride and solid calcium chloride) (limited to branches); Sell the company’s products; Technical consultation, service and technology transfer; Coal retail (limited to branches); Sales of steam and hot water (except drinking water); Construction of thermal insulation engineering, mechanical and electrical engineering and installation of special equipment (anti-corrosion engineering); Port operation (cargo handling); Maintenance of electromechanical equipment; Sales of mechanical accessories and chemical raw materials (excluding hazardous chemicals and precursor chemicals); Self support and agency of import and export business of various commodities and technologies. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments). Licensed items: Salt wholesale; Condiment production; Food additive production; Cosmetics production; Oil and natural gas pipeline storage and transportation (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 results). According to the business license and the articles of association of the company and properly verified by the lawyers of the exchange, as of the date of issuance of this legal opinion, the company is in effective existence, and there is no need to terminate or revoke the legal personality in accordance with relevant laws and regulations, and there are no securities violations, violations or other circumstances that need to terminate the listing qualification.
(II) there is no situation that equity incentive shall not be implemented
According to the internal control audit report (Tianheng zhuanzi (2021) No. 00615) issued by Tianheng Certified Public Accountants (special general partnership) and the annual reports of the company in 2018, 2019 and 2020, and the lawyers of the firm searched the official website of China Securities Regulatory Commission（ http://www.c
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 is not allowed according to laws and regulations;
5. Other circumstances recognized by the CSRC.
(III) meet the conditions for equity incentive
According to the information provided by the company and verified by our lawyers, Jiangsu Suyan Jingshen Co.Ltd(603299) meets the following conditions for the implementation of equity incentive stipulated in Article 5 of the Trial Measures for equity incentive:
1. The corporate governance structure is standardized, the general meeting of shareholders, the board of directors, the board of supervisors and the management are well organized and their responsibilities are clear. External directors (including independent directors) account for more than half of the members of the board of directors;
2. The remuneration and assessment committee is composed of external directors, with sound remuneration and assessment committee system, perfect rules of procedure and standardized operation;
3. Establish and improve the basic salary and welfare system and performance appraisal system of the enterprise, and meet the requirements of the modern labor market;
4. The development strategy is clear, the asset quality and financial status are good, and the business performance is stable; No financial violations and bad records in recent three years;
5. Other conditions stipulated by the securities regulatory authority.
In conclusion, our lawyers believe that Jiangsu Suyan Jingshen Co.Ltd(603299) is a listed company established and effectively existing according to law, and there is no need to terminate or revoke the legal person status in accordance with relevant laws and regulations, and there is no violation of securities laws, regulations or other circumstances that need to terminate the listing qualification Jiangsu Suyan Jingshen Co.Ltd(603299) does not have the circumstances specified in Article 7 of the measures for the administration of equity incentive, and meets the conditions for the implementation of equity incentive specified in Article 5 of the Trial Measures for equity incentive. Therefore, Jiangsu Suyan Jingshen Co.Ltd(603299) has the subject qualification for the implementation of this incentive plan.
2、 Legality and compliance of the contents of this incentive plan
On December 30, 2021, the company held the 18th meeting of the 4th board of directors and deliberated and adopted the Jiangsu Suyan Jingshen Co.Ltd(603299) 2021 restricted stock incentive plan (Draft) and its summary.
On March 8, 2022, the company held the 19th meeting of the 4th board of directors, deliberated and approved the Jiangsu Suyan Jingshen Co.Ltd(603299) 2021 restricted stock incentive plan (Draft Revision) (hereinafter referred to as “incentive plan (Draft Revision)”) and its summary.
(I) items specified in this incentive plan
According to the incentive plan (Revised Draft), The incentive plan (Revised Draft) consists of “interpretation”, “General Provisions”, “management organization of the plan”, “determination basis and scope of incentive objects”, “source and quantity of underlying shares involved in the plan”, “time arrangement of equity incentive plan”, “grant price of restricted shares and its determination method”, “grant conditions of incentive objects and conditions for lifting restrictions on sales” “Adjustment methods and procedures of restricted shares”, “accounting treatment of restricted shares”, “procedures for granting rights and interests by the company and lifting restrictions on sales by incentive objects”, “respective rights and obligations of the company and incentive objects”, “treatment of changes in the company and incentive objects”, “change and termination of the plan”, “principle of repurchase and cancellation of restricted shares” and “other important matters”.
After the lawyers of the firm checked the incentive plan (Revised Draft) item by item, the matters specified in the plan comply with the provisions of Article 9 of the measures for the administration of equity incentive and Article 7 of the Trial Measures for equity incentive.
(II) main contents of this incentive plan
1. Source of underlying stock
According to the incentive plan (Revised Draft), the source of the subject stock of the restricted stock incentive plan is the company’s directional issuance of A-share common shares to the incentive object, which is in line with Article 12 of the measures for the administration of equity incentive and Article 9 of the Trial Measures for equity incentive.
2. Number of underlying shares
According to the incentive plan (Revised Draft), the number of restricted shares to be granted under the plan is about 12.4 million, accounting for about 30% of the incentive plan
