Shanghai Junlan law firm
about
Restricted stock incentive plan for 2021 (Draft)
of
Legal opinion
December, 2001
interpretation
In this legal opinion, unless the context otherwise requires, the following words have the following meanings:
Company / Shanghai Baolijia Chemical Co.Ltd(301037) means Shanghai Baolijia Chemical Co.Ltd(301037)
Incentive plan (Draft) refers to the Shanghai Baolijia Chemical Co.Ltd(301037) 2021 restricted stock incentive plan (Draft)
Shanghai Baolijia Chemical Co.Ltd(301037) it is proposed to implement equity incentive according to the incentive plan of Shanghai Shanghai Baolijia Chemical Co.Ltd(301037) Chemical Industry Co., Ltd. in 2021 restricted stock incentive plan (Draft)
The assessment measures refer to the Shanghai Baolijia Chemical Co.Ltd(301037) 2021 restricted stock incentive plan implementation assessment management measures
Directors, senior managers, middle managers and core technical employees of the company (including the subsidiaries of the incentive object) granted restricted shares in accordance with the provisions of the incentive plan
The first type of restricted stock refers to the company’s shares whose transfer and other rights are restricted by the incentive object in accordance with the conditions specified in the incentive plan
According to the conditions specified in the incentive plan, the company grants and registers the company’s shares to the incentive objects who meet the conditions of the incentive plan, and after meeting the corresponding benefit conditions
Shanghai Junlan law firm
The lawyer of the firm refers to the handling lawyer appointed by the firm to issue this legal opinion
Securities Law means the securities law of the people’s Republic of China
The Administrative Measures refer to the administrative measures for equity incentive of listed companies
Listing Rules refer to Shenzhen Stock Exchange GEM Listing Rules
Business guide refers to the guide for business handling of companies listed on GEM No. 5 – equity incentive
Articles of association means the Shanghai Baolijia Chemical Co.Ltd(301037) articles of association
CSRC refers to the China Securities Regulatory Commission
Shenzhen stock exchange refers to Shenzhen Stock Exchange
The legal opinion of Shanghai Junlan law firm on Shanghai Shanghai Baolijia Chemical Co.Ltd(301037) Chemical Co., Ltd. refers to the legal opinion of the company’s restricted stock incentive plan (Draft) in 2021
Shanghai Junlan law firm
About Shanghai Baolijia Chemical Co.Ltd(301037)
Of 2021 restricted stock incentive plan (Draft)
Legal opinion
To: Shanghai Baolijia Chemical Co.Ltd(301037)
Entrusted by Shanghai Baolijia Chemical Co.Ltd(301037) , Shanghai Junlan law firm issues this legal opinion on the relevant matters involved in Shanghai Baolijia Chemical Co.Ltd(301037) incentive plan (Draft) in accordance with the securities law, administrative measures, listing rules, business guide and other relevant laws, regulations, normative documents and the articles of association.
For this legal opinion, our lawyer declares as follows:
(i) In accordance with the provisions of the securities law, 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 the facts that have occurred or exist before the date of issuance of this legal opinion, our lawyers have strictly performed their legal duties, followed the principles of diligence, good faith and full verification, Ensure that the facts identified in this legal opinion are true, accurate and complete, that the concluding opinions issued are legal and accurate, and that there are no false records, misleading statements or major omissions, and bear corresponding legal liabilities.
（2） We have obtained Shanghai Baolijia Chemical Co.Ltd(301037) the following guarantee: Shanghai Baolijia Chemical Co.Ltd(301037) has provided our lawyers with all documents necessary for issuing this legal opinion, 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 of the company’s incentive plan (Draft), but does not express opinions on the rationality of the underlying equity value, assessment standards and other professional matters such as accounting and audit involved in the company’s incentive plan. The exchange and the handling lawyer do not have the legal qualification to check and judge these professional matters. In this legal opinion, the statements and data related to such professional matters or the references to professional reports such as accounting reports and audit reports made 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 incentive plan 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 a necessary legal document for Shanghai Baolijia Chemical Co.Ltd(301037) this incentive plan (Draft), 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 issue the following legal opinions:
1、 Subject qualification for implementing this incentive plan
(i) The company is a listed company legally established and validly existing
Shanghai Baolijia Chemical Co.Ltd(301037) was changed from Shanghai Shanghai Baolijia Chemical Co.Ltd(301037) Chemical Co., Ltd. to a joint stock limited company on July 20, 2015 by converting audited net assets into shares
According to the reply on approving Shanghai Baolijia Chemical Co.Ltd(301037) initial public offering of shares (zjxk [2021] No. 2055) issued by China Securities Regulatory Commission, the company is approved to publicly issue 22525000 ordinary shares. According to the “SZS [2021] No. 748″ notice on the listing of Shanghai Baolijia Chemical Co.Ltd(301037) RMB common shares on the gem issued by the Shenzhen Stock Exchange, the RMB common shares publicly issued by the company are listed on the Shenzhen Stock Exchange, with the stock abbreviation of ” Shanghai Baolijia Chemical Co.Ltd(301037) ” and the stock code of “301037”.
The company now holds the business license with the unified social credit code of “91310000729349653f” issued by Shanghai market supervision and Administration Bureau, the legal representative is Yang Wenyu, the registered capital is RMB 90.1 million, the enterprise address is No. 6828, Daye Road, TAIRI Town, Fengxian District, Shanghai, and the business term is from August 24, 2001 to no fixed term, The scope of operation is the production of styrene acrylic emulsion for raw materials used in coatings, engaging in import and export of goods and import and export of technology. [for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments].
The lawyers of the firm believe that the company is a listed company established and effectively existing according to law, there is no need to terminate according to laws, regulations and the articles of association, and has the subject qualification to implement the incentive plan.
（2） The company is not allowed to implement the incentive plan as stipulated in the management measures
According to the “ZTE Huashen Zi (2021) No. 030049” audit report and “ZTE Huashen Zi (2021) No. 030048” internal control assurance report issued by zhongxinghua Certified Public Accountants (special general partnership) and the information publicly disclosed by the company in Shenzhen Stock Exchange verified by our lawyers, The company does not have the following circumstances that prohibit the implementation of incentive plan as stipulated in Article 7 of the management measures:
1. The financial 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 latest 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 is prohibited by laws and regulations;
5. Other circumstances recognized by the CSRC.
After verification, our lawyers believe that as of the date of issuance of this legal opinion, the company is a listed company established and validly existing according to law, and the company does not need to be terminated in accordance with laws, regulations and the articles of Association; There is no circumstance that equity incentive shall not be implemented as stipulated in Article 7 of the administrative measures; The company is qualified to implement the incentive plan.
2、 Procedures for the formulation, deliberation and publicity of this equity incentive plan
(i) Procedures performed in this incentive plan
1. On December 30, 2021, the remuneration and assessment committee of the third board of directors of the company deliberated and adopted the
< Shanghai Baolijia Chemical Co.Ltd(301037) 2021 年限制性股票激励计划（草案）>
And its abstract
< Shanghai Baolijia Chemical Co.Ltd(301037) 2021 年限制性股票激励计划实施考核管理办法>
The motion on
< Shanghai Baolijia Chemical Co.Ltd(301037) 2021 年限制性股票激励计划首次授予激励对象名单>
And submitted to the board of directors and the board of supervisors for deliberation.
2. On December 30, 2021, the fourth meeting of the third board of directors of the company deliberated and adopted the
< Shanghai Baolijia Chemical Co.Ltd(301037) 2021 年限制性股票激励计划（草案）>
And its abstract
< Shanghai Baolijia Chemical Co.Ltd(301037) 2021 年限制性股票激励计划实施考核管理办法>
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, proposal on requesting the convening of the first extraordinary general meeting of shareholders in 2022, etc. On the same day, the independent directors of the company expressed their independent opinions on agreeing to implement the equity incentive plan.
3. On December 30, 2021, the fourth meeting of the third board of supervisors of the company deliberated and adopted the
< Shanghai Baolijia Chemical Co.Ltd(301037) 2021 年限制性股票激励计划（草案）>
And its abstract
< Shanghai Baolijia Chemical Co.Ltd(301037) 2021 年限制性股票激励计划实施考核管理办法>
Proposal on verification
< Shanghai Baolijia Chemical Co.Ltd(301037) 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.
（2） Follow up procedures of this incentive plan
According to the management measures, business guide and articles of association, the company still needs to perform the following procedures in order to implement the incentive plan:
1. 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 equity incentive plan (Draft), and explain whether there is insider trading;
2. The company will issue a notice of convening the general meeting of shareholders and announce the legal opinion on the incentive plan;
3. The company will 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;
4. The board of supervisors of the company will review the list of equity incentives and fully listen to the public opinions; The company will disclose the explanation of the board of supervisors on the review and publicity of the list of incentive objects 3 to 5 days before the shareholders’ meeting considers the equity incentive plan; 5. The independent directors of the company will solicit the entrusted voting rights from all shareholders for this incentive plan;
6. The general meeting of shareholders of the company deliberates the equity incentive plan in the form of on-site meeting and online voting, and through the approval of more than 2 / 3 of the voting rights held by the shareholders attending the meeting, separate statistics and disclosure of the voting situation of other shareholders except the directors, supervisors, senior managers and shareholders who individually or jointly hold more than 5% of the shares of the company;
7. Within 60 days after the company’s shareholders’ meeting deliberated and approved the incentive plan, the board of directors and its authorized persons granted shares to the incentive object for the first time according to the authorization of the shareholders’ meeting, and completed the registration, announcement and other relevant procedures;
8. With regard to the implementation, grant, release of sales restriction / ownership, cancellation / repurchase cancellation, change and termination of this incentive plan, the company still needs to perform corresponding procedures in accordance with the management measures, business guide and incentive plan (Draft);
After verification, our lawyers believe that the incentive plan has fulfilled the legal procedures to be performed at this stage, and the above procedures comply with the relevant provisions of articles 33, 34 and 35 of the management measures and Article 2 of the business guide. The company still needs to perform the follow-up relevant procedures according to its progress in accordance with the provisions of the management measures and the business guide.
3、 Main contents of this incentive plan
According to the incentive plan (Draft), the main contents of this incentive plan include: the purpose of this incentive plan; The management organization of this incentive plan; Determination basis and scope of incentive objects; Sources and types of restricted stocks; The number of class I restricted shares and class II restricted shares to be granted and their proportion in the total shares of the company
