Shanghai jintiancheng law firm
About Zhejiang Yinlun Machinery Co.Ltd(002126)
Matters related to the 2022 stock option incentive plan
Legal opinion
Address: 9/11/12 building, Shanghai Center Tower, 501 Yingcheng Middle Road, Pudong New Area, Shanghai. Tel: 02120511000 Fax: 02120511999
Postal Code: 20012
Matters related to the 2022 stock option incentive plan
Legal opinion
To: Zhejiang Yinlun Machinery Co.Ltd(002126)
According to the "incentive plan of the people's Republic of China (hereinafter referred to as" Jincheng ") or the" incentive plan of the people's Republic of China "(hereinafter referred to as" the company law "), Jinyi (hereinafter referred to as" Jincheng ") The securities law of the people's Republic of China (hereinafter referred to as the "Securities Law"), the measures for the administration of equity incentives of listed companies (hereinafter referred to as the "measures for the administration of incentives"), and other relevant laws and regulations, as well as the Zhejiang Yinlun Machinery Co.Ltd(002126) articles of Association (hereinafter referred to as the "articles of association"), in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, This legal opinion is issued for matters related to the company's incentive plan.
In order to issue this legal opinion, our lawyers have reviewed the Zhejiang Yinlun Machinery Co.Ltd(002126) 2022 stock option incentive plan (Draft) (hereinafter referred to as the "incentive plan (Draft)"), the measures for the administration of the implementation of Zhejiang Yinlun Machinery Co.Ltd(002126) 2022 stock option incentive plan (hereinafter referred to as the "measures for the administration of assessment"), the relevant documents of the board of directors The meeting documents of the board of supervisors, the independent opinions of independent directors and other documents that the lawyers of the exchange think need to be reviewed, and the relevant facts and materials were verified and verified by querying the public information of government departments.
For this legal opinion, the office and the handling lawyer hereby make the following statement:
1. The firm and its handling lawyers express legal opinions in accordance with the provisions of the company law, the securities law, the incentive management measures, the management measures for law firms engaging in securities legal business, the securities legal business practice rules of law firms (for Trial Implementation) and other laws and regulations, as well as the facts that have occurred or exist before the issuance date of this legal opinion.
2. The firm and its handling lawyers have strictly performed their statutory duties in accordance with the provisions of relevant laws and regulations, 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, the concluding opinions issued are legal and accurate, and there are no false records, misleading statements or major omissions, And bear corresponding legal responsibilities.
3. The firm and the handling lawyer only express opinions on the relevant legal matters of the company's incentive plan, and do not express opinions on professional matters such as accounting and auditing. The firm 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 office and the handling lawyer do not mean that the office and the handling lawyer make any express or implied guarantee for the authenticity and effectiveness of these references. 4. The company has guaranteed that the information, documents or materials related to this legal opinion provided to the exchange are true, accurate, complete and effective, and there are no false records, misleading statements or major omissions; If the documents are copies or copies, the contents are consistent with the original or the original; The signatories of all documents have full civil capacity, and their signing has been properly and effectively authorized; The signatures and seals on all documents or materials are authentic.
5. For the fact that this legal opinion is very important and cannot be supported by independent evidence, the office and the handling lawyer rely on the certificates or confirmation documents issued or provided by relevant government departments, relevant units or relevant persons and the publicly available information of the competent department to express legal opinions. Such certificates, confirmation documents or information are true, effective, complete The accuracy shall be borne by the unit or person issuing such certificate, confirmation document or publishing such public information.
6. The exchange agrees to take this legal opinion as a necessary legal document for the company's incentive plan and submit it together with other materials to Shenzhen Stock Exchange (hereinafter referred to as "Shenzhen Stock Exchange") for relevant information disclosure. 7. This legal opinion is only for the purpose of the company's incentive plan, and shall not be used for any other purpose without the written consent of the exchange.
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1、 Subject qualification and conditions for the company to implement this incentive plan
(I) the company is a joint stock limited company established according to law and listed on the Shenzhen Stock Exchange
1. The company is a joint stock limited company restructured and established by the former Zhejiang Tiantai Machinery Factory (Zhejiang Yinlun Machinery Group Co., Ltd.) with the approval of zhezhenwei [1999] No. 11 reply on Approving the establishment of Zhejiang Yinlun Machinery Co.Ltd(002126) by the Securities Commission of Zhejiang Provincial People's government. With the approval of the notice on approving Zhejiang Yinlun Machinery Co.Ltd(002126) initial public offering (zjfz [2007] No. 58) issued by China Securities Regulatory Commission and the notice on the listing of Zhejiang Yinlun Machinery Co.Ltd(002126) RMB common shares (szszszz [2007] No. 43) issued by Shenzhen Stock Exchange, it is listed on the small and medium-sized board of Shenzhen Stock Exchange (now changed to the main board of Shenzhen Stock Exchange), and the securities are referred to as " Zhejiang Yinlun Machinery Co.Ltd(002126) ", Stock code Zhejiang Yinlun Machinery Co.Ltd(002126) .
2. The company now holds the business license with the unified social credit code of 9133 Shenzhen Sdg Information Co.Ltd(000070) 471161xa issued by Zhejiang market supervision and Administration Bureau.
According to the confirmation of Zhejiang Yinlun Machinery Co.Ltd(002126) and the verification of our lawyers, as of the date of issuance of this legal opinion, Zhejiang Yinlun Machinery Co.Ltd(002126) is a joint stock limited company established and effectively existing according to law, and Zhejiang Yinlun Machinery Co.Ltd(002126) does not need to be terminated or dissolved according to laws, regulations, normative documents and the articles of association, nor does it need to be terminated or dissolved according to laws Circumstances requiring suspension or termination of listing in accordance with laws and regulations and the provisions of Shenzhen Stock Exchange.
(II) the company does not have the situation that equity incentive is not allowed according to Article 7 of the incentive management measures. According to the audit report "Xin Kuai Shi Bao Zi [2021] No. zf10335" and the internal control assurance report "Xin Kuai Shi Bao Zi [2021] No. zf10632" issued by Lixin Certified Public Accountants (special general partnership) and verified by the lawyers of the firm, Zhejiang Yinlun Machinery Co.Ltd(002126) there are no following circumstances that prohibit the implementation of equity incentive plan as stipulated in Article 7 of the incentive management measures:
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.
In conclusion, our lawyers believe that as of the date of issuance of this legal opinion, Zhejiang Yinlun Machinery Co.Ltd(002126) is a joint stock limited company legally established and effectively existing and listed on the Shenzhen Stock Exchange, there is no situation that equity incentive shall not be implemented as stipulated in Article 7 of the incentive management measures, and Zhejiang Yinlun Machinery Co.Ltd(002126) has the subject qualification and conditions for the implementation of this incentive plan. 2、 Contents of this incentive plan
According to the proposal on 2022 stock option incentive plan (Draft) and its summary deliberated and adopted at the 19th meeting of the eighth board of directors, the lawyers of the firm refer to the main contents of the incentive plan (Draft) formulated by the company, including: the purpose and principle of the incentive plan, the management organization of the incentive plan, the basis and scope for determining the incentive object, The source, quantity and distribution of stock options, the validity period, authorization date, waiting period, vesting date and lock up period of the incentive plan, the exercise price of stock options and the determination method of exercise price, the granting and exercise conditions of stock options, the adjustment methods and procedures of the incentive plan, the accounting treatment of stock options, and the implementation procedures of the incentive plan of stock options, The respective rights and obligations of the company / incentive object, and the handling of changes in the company / incentive object.
Our lawyers believe that the incentive plan (Draft) deliberated and approved by the board of directors of the company has made clear provisions or explanations on the relevant matters of the incentive plan, and the content is in line with the provisions of Article 9 of the incentive management measures. 3、 Procedures for the implementation of this incentive plan
(I) procedures performed
1. The remuneration and assessment committee of the board of directors of the company drafted the 2022 stock option incentive plan of Zhejiang Yinlun Machinery Co., Ltd. (Draft) and its summary, which was submitted to the 19th meeting of the eighth board of directors for deliberation.
2. On March 9, 2022, the 19th meeting of the eighth board of directors of the company deliberated and adopted the proposal on the stock option incentive plan (Draft) in 2022 and its summary, and the proposal on the measures for the administration of the implementation and assessment of the stock option incentive plan in 2022 Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the 2022 stock option incentive plan and other relevant proposals.
3. On March 9, 2022, the independent directors of the company have expressed independent opinions on matters related to the incentive plan. The independent directors believe that the incentive plan (Draft) is conducive to the sustainable development of the listed company and does not harm the interests of the company and all shareholders, and agree to the company's implementation of the incentive plan.
4. On March 9, 2022, the 15th meeting of the eighth board of supervisors of the company considered and approved the proposal on the stock option incentive plan (Draft) in 2022 and its summary, the proposal on the measures for the implementation and assessment of the stock option incentive plan in 2022, and the proposal on verifying the list of incentive objects first granted by the stock option incentive plan in 2022. The board of supervisors has issued verification opinions on the incentive plan and believes that the implementation of the incentive plan will be conducive to the sustainable development of the listed company, and there is no obvious damage to the interests of the listed company and all shareholders.
(II) procedures to be performed
According to the incentive management measures and other relevant laws, regulations, normative documents and incentive plan (Draft), in order to implement this incentive plan, the company still needs to perform the following main procedures:
1. The company shall publicize the names and positions of incentive objects within the company before the general meeting of shareholders, and the publicity period shall not be less than 10 days.
2. The company shall disclose the review opinions of the board of supervisors on the list of incentive objects and the explanation of their publicity five days before the shareholders' meeting deliberates the incentive plan.
3. The company shall conduct 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 explain whether there is insider trading.
4. When the company holds the shareholders' meeting to review the incentive plan, the independent directors shall solicit the entrusted voting rights from all shareholders for the incentive plan.
5. The general meeting of shareholders shall vote on the contents of the incentive plan, which shall be 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 company's shares, the voting situation of other shareholders shall be counted separately and disclosed. When the general meeting of shareholders of the company deliberates the incentive plan, the shareholders who intend to be the incentive object or have an associated relationship with the incentive object shall avoid voting.
6. The board of directors of the company shall grant the incentive object according to the authorization of the general meeting of shareholders and complete the registration, announcement and other relevant procedures within 60 days after the general meeting of shareholders deliberates and approves the incentive plan and the conditions for granting are met. In conclusion, our lawyers believe that the company has fulfilled the procedures to be performed at this stage in order to implement the incentive plan, which is in line with the relevant provisions of the incentive management measures. The company still needs to continue to perform relevant legal procedures in accordance with the incentive management measures and other provisions, which can be implemented only after being deliberated and approved by the general meeting of shareholders of the company.
4、 Determination of incentive objects in this incentive plan
Chapter IV "determination basis and scope of incentive objects" of the company's incentive plan (Draft) has specified the determination basis, scope and verification of incentive objects, which are in line with the provisions of the incentive management measures.
5、 Information disclosure obligations of this incentive plan
The board of directors and the board of supervisors of the company have deliberated and approved the relevant proposals of the incentive plan. The company will announce the resolutions of the board of directors, the resolutions of the board of supervisors, the incentive plan (Draft) and its abstract, the opinions of independent directors, the assessment management measures and other relevant documents of the incentive plan related to the incentive plan in accordance with the provisions of the incentive management measures.
After verification, our lawyers believe that as of the date of issuance of this legal opinion, the company has fulfilled the obligation of information disclosure that should be performed at this stage, in line with the relevant provisions of the incentive management measures. The company still needs to perform the follow-up information disclosure obligations according to the progress of this incentive plan and the provisions of laws, regulations and normative documents such as the company law, the securities law and the incentive management measures.
6、 The company did not provide financial assistance to the incentive object
According to the incentive plan (Draft), the source of funds for the incentive object is the self raised funds of the incentive object. The company promises not to provide loans and other forms of financial assistance for the incentive object to obtain relevant stock options according to the incentive plan, including providing guarantee for its loans.
After verification, our lawyers believe that the company has not provided financial assistance for the incentive objects determined in the equity incentive plan, which is in line with the provisions of paragraph 2 of Article 21 of the incentive management measures.
7、 Impact of this incentive plan on the interests of the company and all shareholders
According to the provisions of the incentive plan (Draft), the company aims to further improve the corporate governance structure, establish and improve the company's long-term incentive and restraint mechanism, attract and retain talents, fully mobilize the enthusiasm of the company's directors, senior managers and core backbone personnel, and effectively combine the interests of shareholders, the company and the core team, Ensure the realization of the company's development strategy and business objectives, and enable all parties to pay common attention to the long-term development of the company. On the premise of fully protecting the interests of shareholders, the company formulates this incentive plan in accordance with the principle of reciprocity of income and contribution, relevant laws, regulations and normative documents such as the company law, the securities law, the incentive management measures and the articles of association.
The company has fulfilled the necessary internal decision-making procedures at this stage in accordance with the law to ensure the compliance of the incentive plan
