Beijing wanqin law firm
Restricted stock incentive plan for 2021
of
Legal opinion
catalogue
interpretation...... 2 the lawyer declares that 3 text 5 I. Jiangsu Lanfeng Bio-Chemical Co.Ltd(002513) meet the conditions for the implementation of this incentive plan 5 II. Main contents of the incentive plan and its legal compliance 6 III. legal procedures involved in this incentive plan 17 IV. determination of incentive objects of the incentive plan 19 v. information disclosure of the incentive plan 19 VI. the company did not provide financial support for the incentive object 20 VII. Impact of the incentive plan on the interests of the company and all shareholders 20 VIII. Avoidance of voting by related Directors 21 IX. general concluding observations twenty-one
interpretation
In this legal opinion, unless the context otherwise requires, the following words have the following meanings: Jiangsu Lanfeng Bio-Chemical Co.Ltd(002513) , listed company and public company Jiangsu Lanfeng Bio-Chemical Co.Ltd(002513)
Xinyi agrochemical refers to Jiangsu Suhua group Xinyi agrochemical Co., Ltd., which is the predecessor of Jiangsu Lanfeng Bio-Chemical Co.Ltd(002513)
This office refers to Beijing Wanshang tianqin law firm
This incentive plan refers to the Jiangsu Lanfeng Bio-Chemical Co.Ltd(002513) 2021 restricted stock incentive plan
Jiangsu Lanfeng Bio-Chemical Co.Ltd(002513) the incentive plan (Draft) of Jiangsu Lanfeng biochemical industry Co., Ltd. formulated by implementing the incentive plan refers to the restricted stock incentive plan (Draft) of Jiangsu Lanfeng biochemical industry Co., Ltd. in 2021
The assessment management measures refer to the assessment management measures for Jiangsu Lanfeng Bio-Chemical Co.Ltd(002513) 2021 restricted stock incentive plan
The legal opinion of Beijing Wanshang tianben issued by the exchange for Jiangsu Lanfeng Bio-Chemical Co.Ltd(002513) this incentive plan refers to the legal opinion of Qin law firm on Jiangsu Lanfeng Bio-Chemical Co.Ltd(002513) 2021 restricted stock incentive plan
Articles of association means the Jiangsu Lanfeng Bio-Chemical Co.Ltd(002513) articles of association
Company law means the company law of the people's Republic of China
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 (revised in 2018)
The stock listing rules refer to the stock listing rules of Shenzhen Stock Exchange (revised in 2020)
CSRC refers to the China Securities Regulatory Commission
Shenzhen stock exchange refers to Shenzhen Stock Exchange
Yuan and 10000 yuan refer to RMB yuan and 10000 yuan (unless otherwise specified)
Beijing Wanshang tianqin law firm
About Jiangsu Lanfeng Bio-Chemical Co.Ltd(002513)
Of restricted stock incentive plan in 2021
Legal opinion
To: Jiangsu Jiangsu Lanfeng Bio-Chemical Co.Ltd(002513) Chemical Co., Ltd
According to the special legal affairs entrustment agreement signed between Jiangsu Lanfeng Bio-Chemical Co.Ltd(002513) and the exchange, the exchange accepts the entrustment of Jiangsu Lanfeng Bio-Chemical Co.Ltd(002513) to act as the special legal adviser of Jiangsu Lanfeng Bio-Chemical Co.Ltd(002513) the incentive plan, and in accordance with the relevant provisions of relevant laws, regulations and normative documents such as the company law, the securities law, the administrative measures, and in accordance with the business standards, ethics and diligence recognized by the lawyer industry, This legal opinion is issued on Jiangsu Lanfeng Bio-Chemical Co.Ltd(002513) the matters related to the incentive plan.
Lawyer's statement
In order to issue this legal opinion, we declare as follows:
1. We and our lawyers give legal opinions according to the facts that have occurred or exist before the date of issuance of this legal opinion and the current laws, regulations and normative documents in China.
2. Our lawyers have strictly performed their statutory duties, followed the principles of diligence and good faith, verified and verified the relevant materials and information provided by Jiangsu Lanfeng Bio-Chemical Co.Ltd(002513) on the incentive plan, and ensured that there are no false records, misleading statements and major omissions in this legal opinion.
3. In order to issue this legal opinion, we have obtained Jiangsu Lanfeng Bio-Chemical Co.Ltd(002513) the following guarantees: (1) Jiangsu Lanfeng Bio-Chemical Co.Ltd(002513) has provided the original written materials, copies, copies, commitment letters or confirmation letters required by us to issue this legal opinion; (2) Jiangsu Lanfeng Bio-Chemical Co.Ltd(002513) all documents and materials provided to the exchange are true, accurate, complete and effective without concealment, falsehood and major omissions. If the documents and materials are copies or copies, they shall be consistent with the original or original, and the signatures and seals on all documents and materials are true.
4. For matters that our lawyers believe are important to the incentive plan and lack independent evidence support, our lawyers have made necessary inquiries and discussions with Jiangsu Lanfeng Bio-Chemical Co.Ltd(002513) and relevant personnel, and issued legal opinions according to the supporting documents or testimonies issued by relevant government departments, listed companies, other relevant units or persons.
5. This legal opinion only expresses opinions on legal issues related to this incentive plan, and does not express opinions on the contents of documents issued to Jiangsu Lanfeng Bio-Chemical Co.Ltd(002513) by other institutions directly cited in this legal opinion.
6. The firm and its lawyers agree to take this legal opinion as one of the necessary documents of the incentive plan, report or publicly disclose it together with other application materials, and bear corresponding legal liabilities according to law.
7. Our lawyers agree to Jiangsu Lanfeng Bio-Chemical Co.Ltd(002513) quote some or all of the contents of this legal opinion, but when Jiangsu Lanfeng Bio-Chemical Co.Ltd(002513) is quoted, it shall not lead to legal ambiguity or misinterpretation due to quotation, and it shall be reviewed and confirmed by our lawyers.
8. This legal opinion is only used by listed companies for the purpose of this incentive plan, and shall not be used for any other purpose without the written consent of the exchange.
In accordance with the provisions of relevant laws, regulations and normative documents, and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, our lawyers have verified the documents and relevant facts related to the incentive plan provided by Jiangsu Lanfeng Bio-Chemical Co.Ltd(002513) , and now issue the legal opinions as follows:
Text
1、 Jiangsu Lanfeng Bio-Chemical Co.Ltd(002513) meet the conditions for the implementation of this incentive plan
(i) Jiangsu Lanfeng Bio-Chemical Co.Ltd(002513) legally established and validly existing
1. Jiangsu Lanfeng Bio-Chemical Co.Ltd(002513) was wholly changed and established by Jiangsu Suhua group Xinyi agrochemical Co., Ltd. On August 8, 2007, Xinyi agrochemical held an extraordinary shareholders' meeting and unanimously agreed to establish Xinyi agrochemical as a whole by way of initiation
It is changed into a joint stock limited company with a registered capital of 55 million yuan. On September 24, 2007, Jiangsu Lanfeng Bio-Chemical Co.Ltd(002513) took
It has obtained the business license for enterprise legal person with registration number of 3203001109050 issued by Xuzhou administration for Industry and Commerce of Jiangsu Province.
2. On November 9, 2010, Jiangsu Lanfeng Biochemical Co., Ltd
With the approval of the company's reply to the initial public offering of shares (zjxk [2010] No. 1580), Jiangsu Lanfeng Bio-Chemical Co.Ltd(002513) publicly issued 19 million new shares; With the consent of the notice on the listing of Jiangsu Lanfeng Bio-Chemical Co.Ltd(002513) RMB common shares (SZS [2010] No. 385) of Shenzhen Stock Exchange, Jiangsu Lanfeng Bio-Chemical Co.Ltd(002513) was publicly developed for the first time
The 15.22 million new shares of the bank have been listed on the SME Board of Shenzhen Stock Exchange since December 3, 2010
It is " Jiangsu Lanfeng Bio-Chemical Co.Ltd(002513) " and the stock code is "002513".
3. Jiangsu Lanfeng Bio-Chemical Co.Ltd(002513) now holds the business license with the unified social credit code of 91320300137099187n issued by Xuzhou market supervision administration. The registered domicile is No. 1 Suhua Road, Xinyi Economic Development Zone, Jiangsu Province, the legal representative is Liu Zhi, the enterprise type is joint stock limited company (Shanghai), and the registered capital is 340086278 yuan, The business scope is imported commodities: raw and auxiliary materials, mechanical equipment, instruments and meters and spare parts required by the company for production and scientific research. Agricultural film sales. Transfer of production technology of pesticides and chemical products. Oxygen sales (limited to branches). Production, sales and export of pesticide technical drugs and dosage forms, bactericide technical drugs and dosage forms, herbicide technical drugs and dosage forms, and chemical products (in which hazardous chemicals are operated according to the scope of work safety license). Asset management of pharmaceutical industry (except finance) (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments).
After verification, our lawyers believe that Jiangsu Lanfeng Bio-Chemical Co.Ltd(002513) is a joint stock limited company established and legally existing according to law, and there is no situation that should be terminated in accordance with relevant laws, regulations, normative documents or the articles of association.
（2） Jiangsu Lanfeng Bio-Chemical Co.Ltd(002513) there are no circumstances in which this incentive plan may not be implemented
According to the public information disclosure documents and confirmation of Jiangsu Lanfeng Bio-Chemical Co.Ltd(002513) and verified by the lawyers of the exchange, Jiangsu Lanfeng Bio-Chemical Co.Ltd(002513) does not have the following circumstances that equity incentive shall not be implemented as stipulated in Article 7 of the administrative measures:
1. An audit report with a negative opinion or unable to express an opinion on the financial and accounting report of the most recent fiscal year 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, the 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, Jiangsu Lanfeng Bio-Chemical Co.Ltd(002513) is a joint stock limited company established and legally existing according to law, and there is no situation that equity incentive shall not be implemented as stipulated in the management measures, which meets the conditions for the implementation of this incentive plan.
2、 Main contents of the incentive plan and its legal compliance
On December 31, 2021, Jiangsu Lanfeng Bio-Chemical Co.Ltd(002513) held the 8th meeting of the 6th board of directors, considered and adopted the
Incentive plan (Draft) and other proposals related to the incentive plan. The main contents of the incentive plan (Draft) cover the matters that should be specified in the equity incentive plan specified in Article 9 of the administrative measures.
In accordance with the relevant provisions of the administrative measures, our lawyers have checked the main contents of the incentive plan (Draft) item by item:
(i) Purpose of this incentive plan
According to the incentive plan (Draft), in order to smoothly promote the company's development strategy, further establish and improve the company's long-term incentive and restraint mechanism, attract and retain excellent talents, fully mobilize the enthusiasm of the company's senior managers, middle managers and core technology (business) backbone employees, and effectively The company and the core team combine their personal interests to form a community of interests and enhance the overall cohesion of the company. On the premise of fully protecting the interests of shareholders, the incentive plan is formulated in accordance with the company law, securities law, management measures and other relevant laws, regulations and normative documents as well as the articles of association in accordance with the principle of equal benefits and contributions.
Our lawyers believe that the incentive plan (Draft) specifies the purpose of the incentive plan and complies with the provisions of item (I) of Article 9 of the administrative measures.
（2） Determination basis and scope of incentive objects
According to the incentive plan (Draft), the basis and scope for determining the incentive objects of the incentive plan are as follows:
1. Determination basis of incentive object
(1) Legal basis for determining incentive objects
The incentive objects of the incentive plan are determined in accordance with the company law, securities law, administrative measures and other relevant laws and regulations, normative documents and the articles of association, and in combination with the actual situation of the company.
The incentive objects of the incentive plan do not have the following circumstances that are not allowed to become incentive objects as stipulated in Article 8 of the management measures:
1. Being identified as inappropriate by the stock exchange within the last 12 months;
2. It has been identified as an inappropriate candidate by the CSRC and its dispatched offices within the last 12 months;
3. Being administratively punished by the CSRC and its dispatched offices or taking market entry prohibition measures for major violations of laws and regulations within 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. Those who are not allowed to participate in equity incentive of listed companies according to laws and regulations;
6. Other circumstances recognized by the CSRC.
(2) Job basis for determining incentive objects
The incentive objects involved in the incentive plan are senior managers, middle managers and core backbone employees of the company. The list of incentive objects of the incentive plan shall be drawn up by the remuneration and assessment committee of the board of directors of the company and verified and determined by the board of supervisors of the company.
2. Scope of incentive objects
The total number of incentive objects granted by the incentive plan is 60, including:
① Senior management;
② Middle management;
③ Key employees.
The incentive objects involved in the incentive plan do not include independent directors, supervisors, shareholders or actual controllers who individually or jointly hold more than 5% of the company's shares and their spouses, parents and children.
Among the above incentive objects, senior managers must be appointed by the board of directors of the company. All incentive objects must have employment or labor relations with the company or its subsidiaries during the validity of the incentive plan.
3. Verification of incentive objects
After the incentive plan is reviewed and approved by the board of directors, the company shall publicize the names and positions of incentive objects internally for a period of not less than 10 days; The board of supervisors of the company will review the list of incentive objects and fully listen to the publicity
