Beijing Deheng (Chongqing) law firm
About Kelin Environmental Protection Equipment Inc(002499)
Of stock option incentive plan in 2022
Legal opinion
24 / F, building a, Guohua financial center building, No. 9 juxianyan square, jiangbeizui, Jiangbei District, Chongqing
Tel: 0236301220 Fax: 02363012211 zip code: 400024
catalogue
1、 Colin environmental's main qualification for implementing this incentive plan 5 II. Legality and compliance of the content of this incentive plan 7 III. procedures to be performed in this incentive plan 18 IV. determination of the incentive object 22 v. information disclosure of the incentive plan Vi. whether the company provides financial assistance to the incentive object in the incentive plan 23 VII. Impact of the incentive plan on the interests of the company and all shareholders 24 VIII. Avoidance of voting of related directors involved in this incentive plan 24 IX. concluding observations twenty-four
interpretation
Unless otherwise specified, the following words in this legal opinion have the following meanings:
Colin environmental protection or company refers to Kelin Environmental Protection Equipment Inc(002499)
Incentive plan (Draft) refers to the Kelin Environmental Protection Equipment Inc(002499) 2022 stock option incentive plan (Draft)
Incentive plan. This incentive plan refers to the 2022 stock option incentive plan
Stock option refers to the right granted by the company to the incentive object to purchase a certain number of shares of the company under predetermined conditions within a certain period of time in the future
Incentive objects refer to the core technical / business personnel of the company (including subsidiaries) who obtain stock options in accordance with the provisions of the plan, and the personnel deemed necessary by the board of directors
Grant date refers to the date on which the company grants stock options to incentive objects, and the grant date must be the trading day
Exercise refers to the behavior that the incentive object exercises the stock option to purchase the shares of the company according to the arrangement of the incentive plan
The exercisable date refers to the date when the incentive object can start exercising the right. The exercisable date must be the trading day
The term of validity refers to the period from the date of stock option authorization to the date when all stock options are exercised or cancelled
The waiting period refers to the period between the date when the stock option authorization is completed and registered and the date when the stock option is exercisable
The exercise price refers to the price determined by the company when granting stock options to the incentive object and the incentive object purchases the shares of the listed company
Exercise conditions refer to the conditions that must be met for the incentive object to exercise the stock option according to the stock option incentive plan
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
Measures for the administration of equity incentives of listed companies
Listing Rules refers to the Listing Rules of Shenzhen Stock Exchange
Business guide refers to No. 9 Business Guide for listed companies of Shenzhen Stock Exchange
——Equity incentive
The self regulatory guide refers to the self regulatory guide for listed companies of Shenzhen Stock Exchange No. 1
——Business handling
The articles of association refers to the Kelin Environmental Protection Equipment Inc(002499) articles of association
Assessment measures refer to the measures for the administration of assessment of the implementation of stock option incentive plan in Kelin Environmental Protection Equipment Inc(002499) 2022
CSRC refers to the China Securities Regulatory Commission
Shenzhen stock exchange refers to Shenzhen Stock Exchange
Beijing Deheng (Chongqing) law firm
Yuan means RMB yuan
Beijing Deheng (Chongqing) law firm
About Kelin Environmental Protection Equipment Inc(002499)
Of stock option incentive plan in 2022
Legal opinion
Deheng 15f2022 Jinzai Food Group Co.Ltd(003000) 01 to: Kelin Environmental Protection Equipment Inc(002499)
The exchange is entrusted by the company to issue this legal opinion for the company's 2022 equity incentive plan. In accordance with the provisions of the company law, securities law, administrative measures, business guide and other laws and regulations, normative documents and the articles of association, our lawyers consulted the documents and materials that we thought should be consulted for issuing this legal opinion, and made necessary inquiries and investigations to the management personnel of the company on relevant issues.
For the legal opinions issued by the firm, the lawyers of the firm promise as follows:
1. This legal opinion is issued in accordance with the facts that have occurred or exist before the date of issuance of this legal opinion, as well as the company law, securities law, administrative measures, business guide, other current laws, regulations and relevant provisions of the CSRC.
2. The securities firm has fully complied with the legal principles and the law of the people's Republic of China and the law of the people's Republic of China and the securities firm's practice rules, or has performed its duties in accordance with the law of the people's Republic of China and the law of the people's Republic of China, 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.
3. This legal opinion only expresses opinions on legal issues related to this equity incentive plan. The exchange agrees that this legal opinion, as a legal document publicly disclosed by the company for this equity incentive plan, shall be announced together with other materials, and shall bear corresponding legal liabilities for this legal opinion according to law.
4. Our lawyers agree that the company may quote the contents of this legal opinion in relevant materials or in accordance with the requirements of the regulatory authorities, but the above quotation shall not lead to legal ambiguity or misinterpretation due to the quotation. Our lawyers have the right and responsibility to review and confirm the quoted relevant contents.
5. Our lawyers have reviewed the relevant documents and materials required by our lawyers to issue this legal opinion, and issued legal opinions accordingly; However, for professional matters such as accounting, auditing and asset evaluation, this legal opinion is only for reference and does not express legal opinions; The reference of our lawyers to some data and conclusions in relevant statements, data, audit and evaluation reports in this legal opinion does not mean that our lawyers make any express or implied guarantee for the authenticity of these data and conclusions, and our lawyers do not have the legal qualification to check and judge these contents.
6. For the fact that this legal opinion is very important and cannot be supported by independent evidence, our lawyers rely on the copies of supporting documents, testimony or documents issued or provided by relevant government departments, companies, other relevant units or relevant persons to issue legal opinions.
7. The company has guaranteed that it has provided all the facts and materials necessary for the issuance of this legal opinion to the lawyers of the firm, and the relevant written materials and written testimony are true and effective without any major omissions and misleading statements, and the copies provided are consistent with the original.
8. This legal opinion is only for the purpose of formulating and implementing this equity incentive plan, and shall not be used for any other purpose.
In accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, our lawyers hereby issue the following legal opinions:
1、 Colin environmental protection is qualified to implement the incentive plan
(I) the company is a listed company established according to law
1. Colin environmental protection is a joint stock limited company established by Wujiang Colin Group Co., Ltd. and 15 people including song Qidi, Xu Tianping, Zhang Genrong, Zhou Xingxiang, Chen Guozhong, Zhou Herong, Wu Jianxin, Chen Anqi, Guo Fengnian, Hu Jianzhong, Zhangjiaping, Liu Linsen, Li Quan, Shi Huanchang and Qin Yishao on December 26, 2007, with a total registered capital of 53 million yuan, The company name is " Kelin Environmental Protection Equipment Inc(002499) ". 2. On October 12, 2010, the CSRC issued the reply on approving Kelin Environmental Protection Equipment Inc(002499) initial public offering of shares (zjxk [2010] No. 1399), approving the company to publicly issue no more than 19 million new shares. According to the notice on the listing of Kelin Environmental Protection Equipment Inc(002499) RMB ordinary shares (SZS [2010] No. 362) issued by Shenzhen Stock Exchange, Colin environmental protection shares were listed on Shenzhen Stock Exchange on November 9, 2010, with the stock code of " Kelin Environmental Protection Equipment Inc(002499) ".
3. The company now holds the business license (Unified Social Credit Code: 9132050071410168x2) issued by Suzhou administrative examination and approval Bureau on December 16, 2016. According to the business license, the current basic information of the company is as follows:
Company name: Kelin Environmental Protection Equipment Inc(002499)
Address: No. 425, Gaoxin Road, Wujiang District, Suzhou City, Jiangsu Province
Legal representative: Li Dong
Registered capital: 189 million yuan
Company type: joint stock limited company (listed, natural person investment or holding)
Business scope: production and sales: environmental protection and dust removal equipment, filter materials, accessories and automatic control system, material conveying machinery, general machinery, metallurgical equipment, waste incinerator, complete electromechanical equipment, pressure vessel, desulfurization and denitration technology device and comprehensive utilization of by-products; Domestic and foreign environmental engineering design, consultation, construction, manufacturing and installation of equipment and steel structures, general contracting, facility operation management and relevant environmental testing; Foreign investment business; Self support and agency of import and export business of various commodities and technologies; Sales: hardware electromechanical equipment and accessories, metal materials. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
Business term: April 16, 1999 to permanent.
Our lawyers believe that the company is a joint stock limited company established according to law and listed on the Shenzhen Stock Exchange.
(II) the company exists effectively according to law
According to the current effective articles of association and business license of Colin environmental protection, Colin environmental protection is a permanent joint stock limited company. After verification by the lawyers of the firm, the company is not subject to termination in accordance with laws, regulations, normative documents and the articles of association.
(III) the company is not prohibited from implementing the incentive plan
According to the audit report (TJs [2021] No. 8-212), the assurance report on Kelin Environmental Protection Equipment Inc(002499) internal control (TJs [2021] No. 8-213) issued by Tianjian Certified Public Accountants (special general partnership) with unqualified opinions on emphasized matters, as well as the company's 2020 annual report and 2021 semi annual report, which have been verified by our lawyers, The company does not have the situation that equity incentive shall not be implemented 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 most recent fiscal year is an audit report with a negative opinion or unable to express an opinion issued by the certified public accountant;
3. Failure to distribute profits in accordance with laws and regulations, articles of association and public commitments in the last 36 months after listing;
4. Equity incentive is prohibited by laws and regulations;
5. Other circumstances recognized by the CSRC.
The lawyers of the firm believe that the company is a joint stock limited company established and effectively existing according to law, and there is no need to terminate or dissolve according to laws and regulations, normative documents and the articles of association, and there is no situation that equity incentive is not allowed according to Article 7 of the management measures, which meets the conditions for equity incentive specified in the management measures.
2、 Legality and compliance of the contents of this incentive plan
(I) items specified in this equity incentive plan
After reviewing the incentive plan (Draft), the equity incentive plan includes the interpretation, the purpose of implementing equity incentive, the management organization of the incentive plan, the determination basis and scope of incentive objects, the rights and interests to be granted in the incentive plan, the list of incentive objects and the distribution of rights and interests to be granted, the period of validity, authorization date, waiting period, exercise arrangement and lock up period, The exercise price and determination method of stock options, the grant and exercise conditions of stock options, the adjustment methods and procedures of this incentive plan, and the accounting treatment of stock options
