Beijing Zhonglun law firm
About Jiangxi Hungpai New Material Co.Ltd(605366)
Of stock incentive plan
Legal opinion
April 2022
Beijing Shanghai Shenzhen Guangzhou Chengdu Chongqing Hangzhou Nanjing Haikou Tokyo Hong Kong London New York Los Angeles San Francisco Almaty
catalogue
Part I matters stated by the lawyer 2 Part II body of legal opinion three
interpretation...... three
1、 The subject qualification of this incentive plan four
2、 The content of this incentive plan five
3、 The legal procedures for the implementation of this incentive plan seven
4、 Determination of the incentive object of this incentive plan nine
5、 Information disclosure of this incentive plan ten
6、 The company does not provide financial support for the incentive object eleven
7、 The impact of this incentive plan on the interests of the company and all shareholders eleven
8、 Related directors avoid voting twelve
9、 Concluding observations thirteen
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Website: www.zhonglun.com com.
Beijing Zhonglun law firm
About Jiangxi Hungpai New Material Co.Ltd(605366)
Of equity incentive plan
Legal opinion
To: Jiangxi Hungpai New Material Co.Ltd(605366)
Beijing Zhonglun law firm (hereinafter referred to as "the firm") has accepted the entrustment of Jiangxi Hungpai New Material Co.Ltd(605366) (hereinafter referred to as " Jiangxi Hungpai New Material Co.Ltd(605366) " or "the company") to act as the special legal adviser on the restricted stock incentive plan in 2022 (hereinafter referred to as "the incentive plan") of the company, Issue the legal opinion of Beijing Zhonglun law firm on Jiangxi Hungpai New Material Co.Ltd(605366) equity incentive plan (hereinafter referred to as the "legal opinion").
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 other relevant laws and regulations, as well as the measures for the administration of equity incentive of listed companies (hereinafter referred to as the "measures for the administration of equity incentive") issued by the China Securities Regulatory Commission (hereinafter referred to as the "CSRC"), as well as the CSRC The Ministry of Justice jointly issued 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 other relevant provisions, and issued this legal opinion in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry.
Part I lawyer's statement
The lawyers of the firm shall express legal opinions in accordance with the facts that have occurred or exist before the date of issuance of this legal opinion, the current laws and regulations of China and the relevant provisions of the CSRC.
Our lawyers have strictly performed their statutory duties, followed the principles of diligence and good faith, and fully verified the legality, compliance, authenticity and effectiveness of the company's actions and the incentive plan documents, so as to ensure that there are no false records, misleading statements and major omissions in this legal opinion.
The company guarantees that it has provided the true original written materials, duplicate materials or oral testimony necessary for the issuance of this legal opinion in the opinion of our lawyers. All facts and documents sufficient to affect this legal opinion have been disclosed to us without concealment, falsehood or misleading. The company guarantees that the above documents and testimony are true, accurate and complete, that all signatures and seals on the documents are true, and that the copies are consistent with the original.
For the fact that this legal opinion is very important and cannot be supported by independent evidence, our lawyers rely on the supporting documents issued by relevant government departments, companies or other relevant units to issue this legal opinion. For the documents and materials obtained from relevant government departments, industry management associations and other public institutions on which this legal opinion is based, our lawyers have performed the necessary duty of care or conducted the necessary inspection in accordance with the relevant rules. However, our lawyers do not express opinions on accounting, auditing, asset evaluation and other professional matters related to the company. When these contents are involved in this legal opinion, they are quoted by our lawyers in strict accordance with the reports issued by relevant intermediaries or documents of the company after performing the duty of care.
This legal opinion is only for the purpose of the company's incentive plan and shall not be used for any other purpose. Our lawyers agree to take this legal opinion as the necessary legal document for the company's incentive plan, and bear corresponding responsibilities for this legal opinion.
Part II body of legal opinion
interpretation
Unless otherwise specified, the meanings of the following words used in this legal opinion are as follows: Jiangxi Hungpai New Material Co.Ltd(605366) , the company refers to Jiangxi Hungpai New Material Co.Ltd(605366)
This incentive plan refers to Jiangxi Hungpai New Material Co.Ltd(605366) 2022 restricted stock incentive plan
Incentive plan of the company refers to the incentive plan (Draft) of Jiangxi Hungpai New Material Co.Ltd(605366) 2022 restricted stock incentive (Draft)
Equity incentive of the company refers to the assessment management measures for the implementation of incentive plan in the assessment measures for restricted stock incentive in Jiangxi Hungpai New Material Co.Ltd(605366) 2022
The articles of association refers to the Jiangxi Hungpai New Material Co.Ltd(605366) articles of association
This legal opinion refers to the legal opinion of Beijing Zhonglun law firm on the equity incentive plan of Jiangxi Jiangxi Hungpai New Material Co.Ltd(605366) Material Co., Ltd
Beijing Zhonglun law firm
CSRC refers to the China Securities Regulatory Commission
Shanghai stock exchange refers to Shanghai Stock Exchange
The Company Law refers to the company law of the people's Republic of China (revised in 2018)
Securities Law refers to the securities law of the people's Republic of China (revised in 2019)
Equity incentive management refers to the measures for the administration of equity incentive of listed companies (measures of China Securities Regulatory Commission, Member Council Order No. 148)
The stock listing rules refer to the stock listing rules of Shanghai Stock Exchange (revised in 2022)
Rules
Yuan means RMB yuan
1、 Subject qualification of this incentive plan
(I) the company is a joint stock limited company established according to law and listed on the Shenzhen Stock Exchange
1. According to the information provided by the company and verified by the lawyer network of the firm, the company is a joint stock limited company established in the form of overall change.
2. Approved by the reply on the approval of Jiangxi Hungpai New Material Co.Ltd(605366) initial public offering of shares (zjxk [2020] No. 1499), the company issued shares to the public and was listed on the Shanghai Stock Exchange in August 2020. Its securities are abbreviated as " Jiangxi Hungpai New Material Co.Ltd(605366) " and its stock code is " Jiangxi Hungpai New Material Co.Ltd(605366) ".
3. According to the information provided by the company, as of the date of issuance of this legal opinion, the company now holds the business license with the unified social credit code of 913602007841010956 issued by Jingdezhen market supervision and Administration Bureau, and its registration information is as follows:
Type: joint stock limited company (Sino foreign joint venture, listed)
Address: No. 9 Industrial Road, Tashan Industrial Park, Leping City, Jiangxi Province
Legal representative: Ji Jinshu
The registered capital is 332 million yuan
Date of establishment: December 31, 2005
Business term: December 31, 2005 to long term
Silane coupling agent, macromolecule material, macromolecule material auxiliary material, silicon based material, silicone resin, silicone rubber, insulation material, aerogel material, composite material, rubber additive, plastic additive, industrial salt, special chemical equipment, general chemical manufacture and sale (above items do not contain dangerous chemicals); Business scope: manufacturing and sales of sulfuric acid, hydrochloric acid, silicon tetrachloride, trichlorosilane, white carbon black and sodium hypochlorite (disinfectant) (operating with safety production license); Technology development, technical consultation, technical exchange, technology transfer, technology promotion and technical services; Operate and act as an agent for the import and export of all kinds of goods and technologies, except for the goods and technologies that the state restricts the company to operate or prohibits the import and export. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
Therefore, the company is a joint stock limited company established according to law and listed on the Shanghai Stock Exchange. As of the date of issuance of this legal opinion, the company has no circumstances requiring termination in accordance with laws, regulations and the articles of association.
(II) the company does not have the situation that equity incentive shall not be implemented as stipulated in the administrative measures for equity incentive. According to the statement of the company, the company does not have the following circumstances that equity incentive shall not be implemented as stipulated in Article 7 of the administrative measures for equity incentive:
(1) The financial and 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 a certified public accountant;
(3) Failure to distribute profits in accordance with laws and regulations, 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.
Therefore, the company is not allowed to implement equity incentive as stipulated in Article 7 of the measures for the administration of equity incentive.
To sum up, our lawyers believe that the company is a joint stock limited company established according to law and listed on the Shanghai Stock Exchange, and there is no need to terminate in accordance with laws, regulations and the articles of association, nor is there any situation that equity incentive shall not be implemented in accordance with Article 7 of the measures for the administration of equity incentive. The company is qualified to implement the incentive plan.
2、 Contents of this incentive plan
According to the information provided by the company and verified by our lawyers, the company has held the first meeting of the remuneration and assessment committee of the second board of directors in 2022 and the tenth meeting of the second board of directors respectively, and deliberated and adopted the proposal on the company's 2022 restricted stock incentive plan (draft) and its summary and other proposals.
According to the company's incentive plan (Draft), its contents include "interpretation", "purpose and principle of the incentive plan", "management organization of the incentive plan", "basis and scope for determining incentive objects", "source, quantity and distribution of restricted shares", "validity period, grant date, restricted sale period, release of restricted sale arrangement and restricted sale period of the incentive plan" "The granting price of restricted shares and the method for determining the granting price", "the conditions for granting and lifting the restrictions on sales of restricted shares", "the adjustment methods and procedures of the incentive plan of restricted shares", "the accounting treatment of restricted shares", "the implementation procedures of the incentive plan of restricted shares", "the respective rights and obligations of the company / incentive object", "the treatment of changes in the company / incentive object" There are 15 chapters in the "principles for repurchase and cancellation of restricted shares" and "Supplementary Provisions", which comply with the relevant provisions of the measures for the administration of equity incentive, as follows:
(1) The company's incentive plan (Draft) has stated the purpose of implementing this incentive plan. The foregoing situation of the company complies with the provisions of item (I) of Article 9 of the measures for the administration of equity incentive.
(2) The company's incentive plan (Draft) has stated the basis for determining the incentive object and the scope of the incentive object. The foregoing situation of the company complies with the provisions of item (II) of Article 9 of the measures for the administration of equity incentive. (3) The company's incentive plan (Draft) has specified the number of restricted shares to be granted
