Beijing Zhonglun (Shanghai) law firm
About satellite Chemical Co., Ltd
2021 restricted stock incentive plan phase I
Legal opinions on matters related to the lifting of restrictions on sales, repurchase and cancellation of some restricted shares
March, 2002
Beijing Shanghai Shenzhen Guangzhou Chengdu Chongqing Hangzhou Nanjing Haikou Tokyo Hong Kong London New York Los Angeles San Francisco Almaty
6 / 10 / 11 / 16 / 17 / F, phase II, Guojin center, No. 8 Century Avenue, Pudong New Area, Shanghai 200120
6/10/11/16/17F, Two IFC, 8 Century Avenue, Pudong New Area, Shanghai 200120, P. R. China
Tel: + 86 2160613666 Fax: + 86 2160613555
Website: www.zhonglun.com com.
Beijing Zhonglun (Shanghai) law firm
About satellite Chemical Co., Ltd
The first phase of the restricted stock incentive plan in 2021 lifted the restrictions on sales and
Repurchase and cancellation of some restricted shares
Legal opinion
To: Satellite Chemical Co., Ltd
Beijing Zhonglun (Shanghai) law firm (hereinafter referred to as “the firm”) is entrusted by satellite Chemical Co., Ltd. (hereinafter referred to as “satellite chemical” or “the company”) as the special legal adviser for its 2021 restricted stock incentive plan project (hereinafter referred to as “the incentive plan”).
The lawyers of the firm are now in accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), and the measures for the administration of equity incentive of listed companies (Order No. 126 of China Securities Regulatory Commission) (hereinafter referred to as the “administrative measures”) Laws and administrative regulations such as self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – business handling (hereinafter referred to as “self regulatory guidelines”), administrative rules and normative documents of China Securities Regulatory Commission (hereinafter referred to as “CSRC”) and articles of association of satellite Chemical Co., Ltd. (hereinafter referred to as “articles of association”) According to the relevant provisions of the Zhejiang Satellite Petrochemical Co.Ltd(002648) 2021 restricted stock incentive plan (Draft) (hereinafter referred to as the “incentive plan (Draft)”), this legal opinion is issued on the matters related to the first phase of the company’s incentive plan to lift the restrictions on sales (hereinafter referred to as the “lifting of restrictions”) and repurchase and cancel some restricted shares (hereinafter referred to as the “cancellation of this repurchase”).
The exchange hereby makes the following statement on the issuance of this legal opinion:
The exchange issues legal opinions in accordance with the facts that have occurred or exist before the date of issuance of this legal opinion and the provisions of relevant laws, regulations, normative documents and industrial self-discipline rules in force in China. The exchange’s determination of the legality and effectiveness of certain matters is based on the applicable laws, regulations, normative documents and industry self-discipline rules when such matters occur, and also takes full account of the relevant approvals and confirmations given by the relevant competent departments of the government.
In this legal opinion, the exchange only gives legal opinions on the matters related to the lifting of restrictions on sales and the cancellation of repurchase of this incentive plan, and does not comment on professional matters such as accounting and auditing. The quotation of some data and conclusions in relevant accounting statements and audit reports in this legal opinion does not mean that the exchange makes any express or implied guarantee for the authenticity and accuracy of such data and conclusions, and the exchange is not qualified to verify and evaluate the contents of such documents.
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 and good faith, and conducted sufficient verification and verification to ensure that the facts identified in this legal opinion are true It is accurate and complete, and the concluding opinions issued are legal and accurate, without false records, misleading statements or major omissions, and shall bear corresponding legal liabilities.
For the facts related to the issuance of this legal opinion that are difficult to conduct comprehensive verification due to objective restrictions or cannot be supported by independent evidence, our lawyers issue opinions according to the certificates issued by relevant government departments, Zhejiang Satellite Petrochemical Co.Ltd(002648) , incentive objects or other relevant units.
The company has guaranteed to the exchange that it has provided the true, accurate, complete and effective documents, materials or oral statements and explanations deemed necessary by the exchange to issue this legal opinion, and such documents, materials or oral statements and explanations are free from any concealment, falsehood and major omissions.
This legal opinion is only for the purpose of the company’s implementation of this incentive plan, and shall not be used for any other purpose. The exchange agrees to submit this legal opinion to Shenzhen stock exchange together with other application materials as a necessary legal document for the company’s lifting of sales restrictions and the cancellation of this repurchase. It is willing to serve as a public disclosure document, and agrees to bear corresponding responsibilities for the legal opinion issued by the exchange in accordance with the law.
Based on the above statement, in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, our lawyers express the following legal opinions on the lifting of sales restrictions and the cancellation of Repurchase:
1、 Approval and authorization of matters related to the lifting of sales restrictions and the cancellation of this repurchase
After verification, as of the issuance date of this legal opinion, the approval and authorization of the company’s incentive plan, the lifting of restrictions on sales and the cancellation of repurchase are as follows:
(I) on January 22, 2021, the board of directors of the company held the second meeting of the Fourth Board of directors, The proposal on the company’s 2021 restricted stock incentive plan (Draft) and its summary, the proposal on the measures for the implementation and assessment of the company’s 2021 restricted stock incentive plan, and the proposal on submitting to the general meeting of shareholders of the company to authorize the board of directors to handle matters related to the 2021 restricted stock incentive plan were reviewed and adopted.
The independent directors expressed their independent opinions on the company’s incentive plan.
On the same day, the board of supervisors of the company held the second meeting of the Fourth Board of supervisors, deliberated and adopted the proposal on the company’s 2021 restricted stock incentive plan (Draft) and its summary, the proposal on the measures for the implementation and assessment of the company’s 2021 restricted stock incentive plan, and the proposal on verifying the list of some incentive objects granted by the company’s 2021 restricted stock incentive plan for the first time.
On January 23, 2021, the company announced the list of incentive objects of Zhejiang Satellite Petrochemical Co.Ltd(002648) 2021 restricted stock incentive plan. On February 3, 2021, the board of supervisors of the company issued the statement on the review opinions and publicity of the list of incentive objects of the restricted stock incentive plan in 2021, and considered that the incentive objects listed in the incentive plan meet the conditions specified in relevant laws, regulations and normative documents, and they are legal and effective as the incentive objects of the incentive plan. The company has passed the securities times, China Securities News and cninfo（ http://www.cn.info.com.cn. ）Publicize the names and positions of incentive objects from January 23, 2021 to February 1, 2021. During the publicity period, the company has not received any objection related to the list of incentive objects of this incentive plan.
(II) on February 8, 2021, the company held the first extraordinary general meeting of shareholders in 2021, deliberated and approved the proposal on the company’s 2021 restricted stock incentive plan (Draft) and its summary, the proposal on the measures for the implementation and assessment of the company’s 2021 restricted stock incentive plan, and the proposal on submitting the general meeting of shareholders of the company to authorize the board of directors to handle matters related to the 2021 restricted stock incentive plan, Authorize the board of directors to determine the grant date of this incentive plan, authorize the board of directors to grant restricted shares to the incentive object when the incentive object meets the conditions, and handle all relevant matters.
(III) on February 26, 2021, the board of directors of the company held the third meeting of the Fourth Board of directors, deliberated and approved the proposal on adjusting the list of incentive objects of the company’s restricted stock incentive plan in 2021 and the proposal on granting restricted shares to incentive objects of the company’s restricted stock incentive plan in 2021. Since one incentive object no longer meets the qualification of incentive objects due to resignation, 12 incentive objects voluntarily give up the subscription of restricted shares to be granted by the company due to personal reasons. According to the provisions of the incentive plan (Draft) and the authorization of the company’s first extraordinary general meeting in 2021, the board of directors adjusted the list of incentive objects and distributed and adjusted the total amount of restricted shares among incentive objects. After the adjustment, the number of incentive objects granted by the restricted stock incentive plan is adjusted from 105 to 92. The restricted shares that the incentive objects give up the subscription are subscribed by other incentive objects, and the total number of restricted shares granted by the company for the first time remains unchanged. According to the authorization of the company’s first extraordinary general meeting of shareholders in 2021, the board of directors considered that the conditions for the first grant of the restricted stock incentive plan had been met, and determined that the grant date was February 26, 2021. 3.07 million restricted shares were granted to 92 eligible incentive objects for the first time, with the grant price of 15.88 yuan / share. The independent directors of the company expressed their independent opinions on the above matters.
On the same day, the board of supervisors of the company held the third meeting of the Fourth Board of supervisors, deliberated and approved the proposal on adjusting the list of incentive objects of the company’s restricted stock incentive plan in 2021 and the proposal on granting restricted shares to incentive objects of the company’s restricted stock incentive plan in 2021.
On the same day, the board of supervisors of the company issued the verification opinions on the adjustment and initial grant of the company’s restricted stock incentive plan in 2021.
(IV) on June 29, 2021, the board of directors of the company held the 7th Meeting of the 4th board of directors, deliberated and approved the proposal on adjusting the stock repurchase price and repurchase quantity of the company’s restricted stock incentive plan in 2021 and the proposal on repurchasing and canceling the restricted shares granted to some incentive objects but not lifted. In view of the fact that the two incentive objects no longer meet the qualification of incentive objects due to resignation, In accordance with the provisions of the incentive plan (Draft) and the authorization of the company’s first extraordinary general meeting in 2021, the board of directors decided to repurchase and cancel the restricted shares held by the two incentive objects who have resigned; In view of the implementation of the company’s equity distribution plan in 2020, the number of repurchases was adjusted from 45000 shares to 63000 shares, and the repurchase price was adjusted from 15.88 yuan / share to 11.22 yuan / share. The independent directors of the company expressed their independent opinions on the above matters.
On the same day, the board of supervisors of the company held the 7th Meeting of the 4th board of supervisors, deliberated and approved the proposal on adjusting the stock repurchase price and repurchase quantity of the company’s restricted stock incentive plan in 2021 and the proposal on repurchasing some restricted shares granted but not removed by the shareholders’ meeting.
On July 16, 2021, the company held the third extraordinary general meeting of shareholders in 2021, deliberated and approved the proposal on repurchase and cancellation of restricted shares granted to some incentive objects but not lifted.
(V) on July 26, 2021, the board of directors of the company held the 8th meeting of the 4th board of directors, deliberated and approved the proposal on adjusting the number and price of reserved shares granted in the 2021 restricted stock incentive plan and the proposal on granting reserved restricted shares to incentive objects, and decided to grant reserved restricted shares to 6 incentive objects. Due to the implementation of the company’s 2020 equity distribution plan, The number of restricted shares reserved in this incentive plan was adjusted from 307000 shares to 429800 shares; The grant price was adjusted from 15.88 yuan / share to 11.22 yuan / share. The independent directors of the company expressed their independent opinions on the above matters. On the same day, the board of supervisors of the company held the 8th meeting of the 4th board of supervisors, deliberated and approved the proposal on adjusting the grant quantity and grant price of the reserved part of the 2021 restricted stock incentive plan and the proposal on granting the reserved restricted stock to the incentive object, and issued the verification opinions on the matters related to the grant of the reserved part of the 2021 restricted stock incentive plan.
(VI) due to the company’s implementation of restricted stock repurchase cancellation procedures and other reasons, the previous grant of the reserved part of the incentive plan failed to complete the registration as scheduled. Accordingly, on November 24, 2021, the board of directors of the company held the 11th meeting of the Fourth Board of directors, deliberated and adopted the proposal on granting reserved restricted shares to incentive objects, and decided to re determine November 24, 2021 as the grant date to grant reserved restricted shares to 6 incentive objects. The independent directors of the company expressed their independent opinions on the above matters.
On the same day, the board of supervisors of the company held the 11th meeting of the 4th board of supervisors, deliberated and approved the proposal on granting reserved restricted shares to incentive objects, and issued satellite Chemical shares
