Beijing Anjie (Shanghai) law firm
about
Milkyway Chemical Supply Chain Service Co.Ltd(603713)
2019 restricted stock incentive plan
Matters related to the lifting of restrictions on sale in the second phase of the initial grant of some restricted shares
Legal opinion
December, 2001
About Milkyway Chemical Supply Chain Service Co.Ltd(603713)
2019 restricted stock incentive plan
Matters related to the lifting of restrictions on sale in the second phase of the initial grant of some restricted shares
Legal opinion
To: Milkyway Chemical Supply Chain Service Co.Ltd(603713)
Beijing Anjie (Shanghai) law firm (hereinafter referred to as "the firm") has accepted the entrustment of Milkyway Chemical Supply Chain Service Co.Ltd(603713) (hereinafter referred to as "the company" or " Milkyway Chemical Supply Chain Service Co.Ltd(603713) ") on the basis of relevant laws and regulations such as the administrative measures for equity incentive of listed companies (hereinafter referred to as "the administrative measures") This legal opinion is issued on the matters related to the lifting of the restrictions on the sale of some restricted shares in the second phase of the Milkyway Chemical Supply Chain Service Co.Ltd(603713) 2019 restricted stock incentive plan (hereinafter referred to as "the incentive plan" or "this incentive plan") for the first time.
For this legal opinion, our lawyer declares as follows:
(i) In accordance with the securities law of the people's Republic of China, the measures for the administration of securities legal business of law firms, the rules for the practice of securities legal business of law firms (for Trial Implementation) and other provisions, as well as the facts that have occurred or exist before the date of issuance of this legal opinion, our lawyers have strictly performed their statutory duties and followed the principles of diligence and good faith, Sufficient verification and verification have been carried out 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 liabilities.
（2） We have obtained Milkyway Chemical Supply Chain Service Co.Ltd(603713) the following guarantee: Milkyway Chemical Supply Chain Service Co.Ltd(603713) has provided our lawyers with all the documents necessary to issue this legal opinion, all the documents are true, complete, legal and valid, the copies or copies of all the documents are consistent with the original or the original, and the signatures and seals on all the 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 legal matters related to the lifting of the company's sales restriction, but does not express opinions on the accounting, audit and other professional matters involved in the lifting of the company's sales restriction. 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 lifting the sales restriction, and shall not be used for any other purpose.
Our lawyers agree to disclose this legal opinion as a necessary legal document for Milkyway Chemical Supply Chain Service Co.Ltd(603713) the lifting of the sales restriction together with other materials, 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、 Approval and authorization for lifting the restrictions
After verification by our lawyers, as of the date of issuance of this legal opinion, the company has obtained the following approval and authorization for the lifting of the sales restriction:
1. On October 28, 2019, the 13th meeting of the second board of directors of the company deliberated and adopted the
<公司2019 年限制性股票激励计划（草案）>
And its abstract
<公司 2019 年限制性股票激励计划实施考核管理办法>
And the 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. On the same day, the independent directors of the company expressed their independent opinions on agreeing to implement the incentive plan.
2. On October 28, 2019, the eighth meeting of the second board of supervisors of the company deliberated and adopted the
<公司 2019年限制性股票激励计划（草案）>
And its abstract
<公司 2019 年限制性股票激励计划实施考核管理办法>
The motion on
<公司 2019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.
3. On November 13, 2019, due to the adjustment of the number and scope of incentive objects, the 15th meeting of the second board of directors of the company deliberated and adopted the
<公司 2019 年限制性股票激励计划（草案修订稿）>
And its abstract
<公司 2019年限制性股票激励计划实施考核管理办法（修订稿）>
The motion of the people's Republic of China. On the same day, the independent directors of the company expressed their independent opinions on relevant matters. 4. On November 13, 2019, the ninth meeting of the second board of supervisors of the company deliberated and adopted the
<公司 2019年限制性股票激励计划（草案修订稿）>
And its abstract
<公司 2019 年限制性股票激励计划实施考核管理办法（修订稿）>
The motion on
<公司 2019年限制性股票激励计划首次授予激励对象名单（修订稿）>
The motion of the.
5. From November 14, 2019 to November 23, 2019, the company publicized the names and positions of incentive objects through the company's internal information system. During the publicity period, the board of supervisors of the company has not received any objection or adverse reaction from any organization or individual. On November 26, 2019, the company announced the statement of the Milkyway Chemical Supply Chain Service Co.Ltd(603713) board of supervisors on the verification opinions and publicity of the list of incentive objects first granted under the restricted stock incentive plan in 2019 (Revised Draft).
6. On December 2, 2019, the company's third extraordinary general meeting of shareholders in 2019 deliberated and adopted the
<公司2019 年限制性股票激励计划（草案修订稿）>
And its abstract
<公司 2019 年限制性股票激励计划实施考核管理办法（修订稿）>
And the 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.
7. On December 2, 2019, the 16th meeting of the second board of directors and the 10th meeting of the second board of supervisors respectively deliberated and adopted the proposal on the first grant of restricted shares to incentive objects, and determined December 2, 2019 as the first grant date of this incentive plan. On the same day, the independent directors of the company expressed their independent opinions on relevant matters. On January 7, 2020, the company completed the registration of the first grant of restricted stock incentive plan in 2019. 8. On December 1, 2020, the 28th meeting of the second board of directors and the 19th meeting of the second board of supervisors respectively deliberated and adopted the proposal on reaching the conditions for lifting the restrictions during the first lifting period of the first grant of restricted stock incentive plan in 2019. On the same day, the independent directors of the company expressed their independent opinions on relevant matters. 9. On December 8, 2021, the fifth meeting of the third board of directors and the fourth meeting of the third board of supervisors respectively deliberated and approved the proposal on reaching the conditions for lifting the restrictions during the second lifting period of the first grant of the restricted stock incentive plan in 2019 and the proposal on repurchase and injection of some restricted stocks in the restricted stock incentive plan in 2019. On the same day, the independent directors of the company expressed their independent opinions on relevant matters.
Therefore, our lawyers believe that as of the date of issuance of this legal opinion, according to the authorization of the third extraordinary general meeting of shareholders in 2019 to the board of directors, the board of directors of the company has the right to handle matters related to the lifting of sales restrictions in accordance with the relevant provisions of the incentive plan; The company has obtained the necessary approval and authorization at this stage for the lifting of the sales restriction, which is in line with the relevant provisions of the management measures and other laws, regulations, normative documents and the incentive plan. The lifting of the sales restriction still needs to go through the relevant procedures in the relevant departments.
2、 The lifting of sales restrictions this time
(i) The second sales restriction period has expired
According to the relevant provisions of the incentive plan, the second release period of restricted shares granted for the first time is "from the first trading day after 24 months from the date of grant of some restricted shares for the first time to the last trading day within 36 months from the date of grant of some restricted shares for the first time", and the release proportion is 25%.
As mentioned above, the grant date of the company's first grant of some restricted shares under this incentive plan is December 2, 2019. Therefore, the second restricted sale period of some restricted shares granted by the company for the first time in this incentive plan has expired.
（2） The conditions for lifting the restrictions on sales have been fulfilled
According to the relevant provisions of the incentive plan, the restricted shares granted to the incentive objects of the company's incentive plan can be lifted only if the following conditions are met at the same time:
1. The company is not under any of the following circumstances:
(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 China Securities Regulatory Commission (hereinafter referred to as "CSRC"). According to the documents provided by the company and verified by our lawyers, the company does not meet the conditions for lifting the sales restriction.
2. The incentive object does not have any of the following circumstances:
(1) Shareholders or actual controllers who individually or jointly hold more than 5% of the company's shares and their spouses, parents and children;
(2) Being identified as an inappropriate candidate by the stock exchange within the last 12 months;
(3) It has been identified as an inappropriate candidate by the CSRC and its dispatched offices within the last 12 months;
(4) 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;
(5) Those who are not allowed to serve as directors or senior managers of the company as stipulated in the company law;
(6) Those who are not allowed to participate in equity incentive of listed companies according to laws and regulations;
(7) Other circumstances recognized by the CSRC.
According to the relevant documents provided by the company and verified by the lawyers of the firm, the incentive objects for the lifting of the sales restriction do not have the above circumstances that they cannot become incentive objects, and meet the conditions for the lifting of the sales restriction.
3. Company level performance conditions
According to the relevant provisions of the incentive plan, the restricted shares granted for the first time will be released in the second phase, and the performance assessment objectives to be met by the company are: Based on the net profit in 2018, the net profit growth rate in 2020 will not be less than 70.24%. The above "net profit" refers to the audited net profit attributable to the shareholders of the listed company, but excluding the impact of share based payment expenses of this and other incentive plans as the calculation basis.
According to the audit report "Tian Zhi Ye Zi [2021] No. 11146" issued by Tianzhi International Certified Public Accountants (special general partnership) and relevant documents provided by the company, the net profit attributable to shareholders of the listed company in 2020 is 288498851.75 yuan. After excluding the impact of share based payment expenses of this and other incentive plans, the net profit in 2018 is taken as the base, The net profit growth rate in 2020 is 135.00%.
Therefore, the performance evaluation at the company level meets the conditions for lifting the sales restriction this time.
4. Performance appraisal requirements at individual level
According to the relevant provisions of the incentive plan, the individual assessment of incentive objects shall be implemented according to the relevant internal performance assessment systems of the company. The individual assessment and evaluation results of incentive objects are divided into "excellent", "good", "qualified" and "unqualified". On the premise of achieving the company's performance objectives, if the individual assessment result of the incentive object in the previous year is "excellent" or "good", the incentive object shall lift the restriction on the sale of all the restricted shares granted in accordance with the provisions of the incentive plan; If the individual assessment result of the incentive object in the previous year is "qualified" or "unqualified", the restricted shares that can be lifted in the corresponding assessment year of the incentive object shall not be lifted, and the restricted shares that cannot be lifted by the incentive object shall be repurchased and sold by the company according to the grant price.
According to the relevant documents provided by the company, there are 50 incentive objects to lift the sales restriction this time, and the individual performance appraisal grades in 2020 meet the conditions for lifting the sales restriction.
5. Incentive objects and number of shares to be released
According to the relevant documents provided by the company, there are 50 incentive objects who meet the conditions for lifting the restrictions, and the number of restricted shares that can be lifted is 562500, accounting for 0.34% of the total share capital of the company. The details of lifting the restrictions are as follows:
Name: the restricted shares granted by the position can be lifted this time. The proportion of the number of restricted shares lifted this time in the number of shares (shares) acquired and the number of restricted shares (shares) granted
Miao Leimin, chief financial officer, 1000002500025%
Secretary of the board of directors
Ding Huiya, director and deputy general manager 1000002500025%
manager
Wang Tao, deputy general manager
