Beijing Jiayuan law firm
Notice on the granting of stock option incentive plan in Sinoma Energy Conservation Ltd(603126) 2021
Legal opinion
4th floor, ocean building, 158 fuxingmennei street, Xicheng District
Beijing, China
To: Sinoma Energy Conservation Ltd(603126)
Beijing Jiayuan law firm
About Sinoma Energy Conservation Ltd(603126)
On the granting of stock option incentive plan in 2021
Legal opinion
Jiayuan (2022) – 05-054 Dear Sirs:
Beijing Jiayuan law firm (hereinafter referred to as “the firm”) is entrusted by Sinoma Energy Conservation Ltd(603126) (hereinafter referred to as ” Sinoma Energy Conservation Ltd(603126) ” or “the company”) to act as the special legal consultant for Sinoma Energy Conservation Ltd(603126) implementing the 2021 stock option incentive plan (hereinafter referred to as “the incentive plan”) and adjust the list of incentive objects granted in respect of the incentive plan The number of stock options granted (hereinafter referred to as “this adjustment”) and issue legal opinions on matters related to the granting of stock options to incentive objects (hereinafter referred to as “this grant”).
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”), the measures for the administration of equity incentive of listed companies (hereinafter referred to as the “administrative measures”) and the Trial Measures for the implementation of equity incentive by state-controlled listed companies (domestic) (hereinafter referred to as the “Trial Measures”) Relevant laws and regulations, such as the notice on matters related to further improving the equity incentive work of listed companies controlled by central enterprises (gzfkp [2019] No. 102) and the guidelines for the implementation of equity incentive by listed companies controlled by central enterprises (gzkp [2020] No. 178, hereinafter referred to as the “guidelines”) This legal opinion is issued in accordance with the relevant provisions of normative documents and Sinoma Energy Conservation Ltd(603126) articles of Association (hereinafter referred to as the “articles of association”), in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry.
In order to issue this legal opinion, the exchange consulted the Sinoma Energy Conservation Ltd(603126) 2021 stock option incentive plan (Revised) (hereinafter referred to as “incentive plan (Revised)”) and its abstract Documents or materials related to this adjustment and this grant, such as the administrative measures for the assessment of the implementation of the stock option incentive plan in Sinoma Energy Conservation Ltd(603126) 2021, the list of personnel of the stock option incentive plan in Sinoma Energy Conservation Ltd(603126) 2021 (Revised Version) and relevant internal decision-making documents of the company, and inquired and discussed relevant matters with relevant personnel of the company.
In the course of the above-mentioned investigation, the company has obtained the following guarantee from the company: for the matters that the company considers necessary for the issuance of legal opinions, the company has provided all relevant original written materials, copies or oral testimony, which are true, accurate and complete, and the relevant copies or copies are consistent with the original. Based on the facts that have occurred or existed before the date of issuance of this legal opinion and the laws, regulations and normative documents officially promulgated and implemented by the state, the exchange will express legal opinions based on its understanding of relevant facts and laws.
This legal opinion only expresses opinions on the legality and compliance of this adjustment and relevant legal matters of this grant. The quotation of some data and conclusions in accounting statements, audit reports and other reports in this legal opinion does not mean that the exchange makes any express or implied guarantee for the authenticity and accuracy of these data and conclusions. We are not authorized or authorized to comment on the financial data and other professional matters involved in this incentive plan.
The exchange agrees to take this legal opinion as one of the necessary legal documents for this adjustment and this grant, report or publicly disclose it together with other application materials, and bear corresponding legal liabilities for the legal opinion issued in accordance with the law. This legal opinion is only used by Sinoma Energy Conservation Ltd(603126) for the purpose of this adjustment and this grant, and shall not be used for any other purpose without the written consent of the exchange.
Based on the above contents, our lawyers, in accordance with the requirements of relevant laws and regulations and in accordance with the business standards, ethics and the spirit of diligence recognized by the Chinese lawyer industry, express legal opinions on this adjustment and related matters of this grant as follows: I. the approval and authorization of this adjustment and this grant
After verification by our lawyers, as of the date of issuance of this legal opinion, the approval and authorization procedures of the company for this grant are as follows: 1 On November 5, 2021, Sinoma Energy Conservation Ltd(603126) held the 7th Meeting of the 4th board of directors, The proposal on the company’s 2021 stock option incentive plan (Draft) and its summary, the proposal on the management measures for the implementation and assessment of the company’s 2021 stock option incentive plan, and the proposal on submitting the general meeting of shareholders to authorize the board of directors to handle matters related to the company’s stock option incentive plan were reviewed and passed. When the board of directors of the company considered the above-mentioned proposal, the related directors Ma Mingliang and Liu Xide have avoided voting in accordance with the management measures and other laws and regulations, normative documents and the relevant provisions of the articles of association, and the independent directors of the company expressed their independent opinions on the above-mentioned proposal.
2. On November 5, 2021, Sinoma Energy Conservation Ltd(603126) held the 6th meeting of the 4th board of supervisors, deliberated and approved the proposal on the company’s 2021 stock option incentive plan (Draft) and its summary, the proposal on the measures for the implementation and assessment of the company’s 2021 stock option incentive plan, and the list of incentive objects of the company’s 2021 stock option incentive plan. The board of supervisors believes that the contents of the incentive plan (Draft) formulated by the company comply with the provisions of the company law, the securities law, the administrative measures, the trial measures, the work guidelines and other relevant laws and regulations. The grant arrangement and effective arrangement of stock options for each incentive object (including grant amount, grant date, exercise price, waiting period, exercise conditions and other matters) do not violate the provisions of relevant laws and regulations, and do not infringe the interests of the company and all shareholders. 3. On February 21, 2022, the state owned assets supervision and Administration Commission of the State Council issued the reply on Sinoma Energy Conservation Ltd(603126) implementing the stock option incentive plan in 2021 (gzkp [2022] No. 64), agreeing in principle to Sinoma Energy Conservation Ltd(603126) implementing the stock option incentive plan. 4. On March 17, 2022, Sinoma Energy Conservation Ltd(603126) held the 11th meeting of the 4th board of directors, deliberated and adopted the proposal on the company’s 2021 stock option incentive plan (Revised Draft) and its summary and other proposals.
When the board of directors of the company considered the above-mentioned proposal, the related directors Meng Qinglin and Liu Xide have avoided voting in accordance with the management measures and other laws and regulations, normative documents and the relevant provisions of the articles of association, and the independent directors of the company expressed their independent opinions on the above-mentioned proposal. 5. On March 17, 2022, Sinoma Energy Conservation Ltd(603126) held the 9th meeting of the 4th board of supervisors, deliberated and approved the proposal on the company’s 2021 stock option incentive plan (Revised Draft) and its summary, and the list of incentive objects of the company’s 2021 stock option incentive plan (Revised Draft). The board of supervisors believes that the company’s implementation of this incentive plan is conducive to the sustainable and healthy development of the company, and there is no obvious damage to the interests of the listed company and all shareholders. It agrees that the company will implement this stock option incentive plan, and the incentive objects listed in the incentive plan meet the conditions specified in relevant laws, regulations and normative documents. As the incentive objects of this incentive plan, they are legal and effective. 6. On March 18, 2022, the company disclosed the notice of Sinoma Energy Conservation Ltd(603126) Co., Ltd. on convening the fourth extraordinary general meeting of shareholders in 2022 and the announcement of Sinoma Energy Conservation Ltd(603126) Co., Ltd. on public solicitation of voting rights of independent directors on the designated information disclosure media. Ms. Zhao Yiqing, the independent director, was the soliciter, Solicit voting rights from all shareholders of the company on the proposals related to equity incentive to be considered at the fourth extraordinary general meeting of shareholders in 2022 to be held on April 6, 2022. 7. On March 18, 2022, the company disclosed the list of incentive objects of the company’s 2021 stock option incentive plan (Revised Draft) on the designated information disclosure media, and the names and positions of the incentive objects have been publicized within the company;
8. On April 1, 2022, the company disclosed the statement of the board of supervisors on the verification opinions and publicity of the list of incentive objects (Revised Draft) of the company’s 2021 stock option incentive plan. According to the above description, within the time limit of publicity, the board of supervisors of the company did not receive any objection to the proposed incentive object. 9. On April 6, 2022, the company held the fourth extraordinary general meeting of shareholders in 2022, The proposal on the company’s 2021 stock option incentive plan (Revised Draft) and its summary, the proposal on the measures for the implementation and assessment of the company’s 2021 stock option incentive plan, and the proposal on submitting the company’s general meeting of shareholders to authorize the board of directors to handle matters related to the company’s 2021 stock option incentive plan were reviewed and approved. The company’s implementation of the incentive plan was approved by the general meeting of shareholders, and the board of directors was authorized to handle matters related to the incentive plan. 10. On April 6, 2022, the company held the 13th meeting of the 4th board of directors, deliberated and approved the proposal on adjusting the relevant matters of the stock option incentive plan in 2021 (Revised Version) and the proposal on granting stock options to incentive objects. Due to the recent death of an incentive object, according to the incentive plan (Revised Version) of the company and the authorization of the fourth extraordinary general meeting of shareholders in 2022, The board of directors of the company adjusted the list of incentive objects and the number of stock options to be granted under the incentive plan. After adjustment, the number of incentive objects granted for the first time was adjusted from 147 to 146, and the number of stock options granted was adjusted from 18.3 million to 18.2 million. At the same time, the board of directors considered that the grant conditions of the incentive plan had been met and agreed that the company would grant 18.2 million stock options to 146 eligible incentive objects at the price of 8.58 yuan / share on April 6, 2022. The directors, Mr. Meng Qinglin and Mr. Liu Xide, who are the objects of this grant, avoided voting when the board of directors considered the relevant proposals of this grant. The independent directors of the company have expressed their independent opinions on the above matters. 11. On April 6, 2022, the company held the 11th meeting of the 4th board of supervisors, deliberated and adopted the proposal on adjusting the relevant matters of the 2021 stock option incentive plan (Revised Version) and the proposal on granting stock options to incentive objects. The board of supervisors believed that the adjustment of the list of incentive objects and the number of stock options granted this time was in line with the relevant laws and regulations such as the administrative measures and the trial measures Regulations, normative documents and relevant provisions of the incentive plan (Revised). At the same time, the granting conditions of the incentive plan have been achieved, and the incentive object meets the incentive object conditions specified in the management measures, work guidelines and the incentive plan. Its qualification as the incentive object of the company’s incentive plan is legal and effective. It is agreed to grant 18.2 million stock options to 146 eligible incentive objects on April 6, 2022. In conclusion, the exchange believes that:
This grant has obtained the necessary approval and authorization, and complies with the relevant provisions of the company law, the securities law, the administrative measures, the work guidelines and the incentive plan (Revised Draft). 2、 The list of incentive objects granted and the number of stock options granted are adjusted this time
As one of the incentive objects granted this time has died, the board of directors of the company adjusted the list of incentive objects and the number of stock options granted in the incentive plan according to the authorization of the general meeting of shareholders of the company. After adjustment, the number of incentive objects granted by the incentive plan is adjusted from 147 to 146, and the number of stock options granted is adjusted from 18.3 million to 18.2 million.
In conclusion, our lawyers believe that the list of incentive objects and the number of stock options granted by the company this time comply with the relevant provisions of the administrative measures, the trial measures, the work guidelines and the incentive plan (Revised Draft). 3、 Conditions of this grant
According to the provisions of relevant laws, regulations and normative documents such as the company law, the securities law, the management measures and the work guidelines and the grant conditions in the incentive plan (Revised), the incentive object shall meet the following conditions at the same time: 1 The company is not under any of the following circumstances:
(1) The financial report issued by the certified public accountant is unable to give a negative opinion for the latest accounting year;
(2) The internal control of the financial report of the latest 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. 2. The incentive object does not have any of the following situations:
(1) Being identified as an inappropriate candidate by the stock exchange within the last 12 months;
(2) In the last 12 months, it has been identified as an inappropriate candidate by the CSRC and its dispatched offices;
(3) Being administratively punished by the CSRC and its dispatched offices or taking market entry prohibition measures for major violations of laws and regulations in 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 the equity incentive of listed companies according to laws and regulations;
