Shanghai Haoxin law firm
Legal opinion on Nantong Jiangshan Agrochemical & Chemicals Co.Ltd(600389) 2022 restricted stock incentive plan (Draft)
Address: 9 / F, block B, Greenland center, No. 600, Longhua Middle Road, Xuhui District, Shanghai
Tel: 02133632298 Fax: 02133632359
catalogue
catalogue 1 part I Introduction 3 the second part of the text four
1、 The conditions for the company to implement this incentive plan four
2、 About the content of this incentive plan five
3、 Legal procedures involved in the implementation of this incentive plan thirty
4、 Determination of the incentive object of this incentive plan thirty-two
5、 Information disclosure obligations of this incentive plan thirty-three
6、 The company does not provide financial assistance for incentive objects thirty-three
7、 The impact of this incentive plan on the interests of the company and all shareholders thirty-three
8、 Avoidance of voting involved in this incentive plan thirty-four
9、 Concluding observations thirty-four
Shanghai Haoxin law firm
About Nantong Jiangshan Agrochemical & Chemicals Co.Ltd(600389)
Legal opinion on 2022 restricted stock incentive plan (Draft) (2022) Hu Hao l Gu Zi No. 0041 to: Nantong Jiangshan Agrochemical & Chemicals Co.Ltd(600389)
Shanghai Haoxin law firm (hereinafter referred to as "the firm") is entrusted to serve as the special legal adviser for the restricted stock incentive plan project of Nantong Jiangshan Agrochemical & Chemicals Co.Ltd(600389) (hereinafter referred to as " Nantong Jiangshan Agrochemical & Chemicals Co.Ltd(600389) " or "the company") in 2022 (hereinafter referred to as "the incentive plan", "the incentive plan" or "the plan"), 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 other relevant laws, regulations and normative documents, in combination with the Nantong Jiangshan Agrochemical & Chemicals Co.Ltd(600389) 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, This legal opinion is issued on this incentive plan.
In accordance with the above laws, administrative regulations, rules and normative documents, the relevant provisions of the CSRC and the facts that have occurred or exist before the issuance date of the legal opinion, the office and its handling lawyers have strictly performed their statutory duties, followed the principles of diligence and good faith, fully verified and verified the matters related to the incentive plan, and ensured that the facts identified in the legal opinion are true, accurate and complete, The concluding opinions issued are legal and accurate, without false records, misleading statements or major omissions, and shall bear corresponding legal liabilities.
Part I Introduction
Notes on matters related to lawyers' work of the exchange:
1. This legal opinion is issued in accordance with the applicable Chinese laws, regulations and normative documents based on the facts that have occurred or existed before the date of issuance of this legal opinion.
2. Our firm and our lawyers' understanding of the relevant facts involved in this legal opinion ultimately depends on the documents, materials and statements provided by the company to our firm and our lawyers, and the company has guaranteed its authenticity, completeness and accuracy to our firm and our lawyers.
3. This legal opinion only expresses opinions on the legal issues related to this incentive plan, and does not express opinions on the rationality of the assessment standards and other aspects involved in this incentive plan, as well as accounting, finance and other non legal professional matters.
4. We and our lawyers are convinced that there are no false records, misleading statements and major omissions in this legal opinion.
5. The firm and its lawyers agree to disclose the legal opinion as a necessary legal document for the company to implement the incentive plan together with other materials, and are willing to bear corresponding legal liabilities for this legal opinion.
6. The firm and its lawyers agree that the company shall quote the relevant contents of this legal opinion in the relevant documents prepared by the company for the implementation of this incentive plan, but when the company makes the above quotation, it shall not cause legal ambiguity or misinterpretation due to the quotation. The company has the right to review and confirm the corresponding contents of the above relevant documents again.
7. This legal opinion is only used by the company for the purpose of this incentive plan, and shall not be used for any other purpose without the written consent of the exchange and its lawyers.
8. The company has carefully read this legal opinion and confirmed that the facts quoted or cited in this legal opinion are true, accurate and complete without any false or misleading statements or conclusions.
The second part is the main body
1、 Conditions for the company to implement this incentive plan
(I) the company is legally established and validly existing
The company was established with the approval of the Jiangsu Provincial People's government's reply on Approving the establishment of Nantong Jiangshan Agrochemical & Chemicals Co.Ltd(600389) No. [1997] 173. In December 2000, the company was listed on the Shanghai stock exchange with the stock code of Nantong Jiangshan Agrochemical & Chemicals Co.Ltd(600389) after being approved by the notice on Approving the public offering of shares of Nantong Jiangshan Chemical Co., Ltd. (zjfz [2000] No. 182) of the China Securities Regulatory Commission.
The company now holds the business license with the unified social credit code of 91320 China Cyts Tours Holding Co.Ltd(600138) 299113x. The legal representative is Xue Jian, the registered capital is 297 million yuan, the domicile is No. 998 Jiangshan Road, Nantong Economic and Technological Development Zone, and the business scope is: chemical pesticides, organic chemicals, inorganic chemicals, high molecular polymers, nano materials, fire-resistant and thermal insulation products manufacturing, processing Sales (if there are special provisions of the state, it shall be operated after going through the examination and approval procedures). Operate the export business of self-produced products and related technologies of the enterprise; Operate the import business of raw and auxiliary materials, mechanical equipment, instruments and meters, spare parts and related technologies required by the production and scientific research of the enterprise; Operate the enterprise's feed processing and "three supplies and one compensation" business. Chemical technology consulting services. Retail of industrial salt. Engage in cargo handling and warehousing in the port area. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments).
After the lawyers of the firm log in to the national enterprise credit information publicity system for inquiry, the company's registration status is: existence.
Our lawyers believe that the company is a listed company established and validly existing according to law. As of the date of issuance of this legal opinion, there is no need to terminate in accordance with relevant laws, regulations and the articles of association.
(II) the company is not allowed to implement this incentive plan
According to the audit report of Nantong Jiangshan Agrochemical & Chemicals Co.Ltd(600389) 2020 (xyzh / 2021suaa20053), audit report of Nantong Jiangshan Agrochemical & Chemicals Co.Ltd(600389) 2020 internal control (xyzh / 2021suaa20054) issued by ShineWing certified public accountants and the written confirmation of the company, and verified by the lawyers of the firm, the company does not have the following provisions stipulated in article 7 of the management measures and shall not implement equity incentive
"(I) an audit report with a negative opinion or unable to express an opinion on the financial and accounting report of the latest fiscal year issued by a certified public accountant;
(II) the internal control of the financial report of the most recent fiscal year has been given a negative opinion or unable to express an opinion by the certified public accountant;
(III) failure to distribute profits in accordance with laws and regulations, the articles of association and public commitments within the last 36 months after listing;
(IV) equity incentive is prohibited by laws and regulations;
(V) other circumstances recognized by the CSRC. "
In conclusion, our lawyers believe that Nantong Jiangshan Agrochemical & Chemicals Co.Ltd(600389) is a listed company established and effectively existing according to law, and there is no situation that equity incentive shall not be implemented as stipulated in Article 7 of the administrative measures. It has the subject qualification to implement equity incentive and meets the conditions for implementing this equity incentive plan as stipulated in the administrative measures.
2、 Contents of this incentive plan
On April 8, 2022, the 16th meeting of the 8th board of directors of the company deliberated and approved the Nantong Jiangshan Agrochemical & Chemicals Co.Ltd(600389) 2022 restricted stock incentive plan (Draft) (hereinafter referred to as "incentive plan (Draft)"). The definition of the incentive plan (Draft), the purpose and principle of the incentive plan, the management organization of the incentive plan, the basis and scope for determining the incentive object, the source, quantity and distribution of restricted stocks, the time arrangement of the incentive plan of restricted stocks, the granting price of restricted stocks and its determination method, the granting and lifting conditions of restricted stocks, and the adjustment methods and procedures of the incentive plan of restricted stocks, The accounting treatment of restricted stock and its impact on the company's performance, the implementation procedures of restricted stock incentive plan, the respective rights and obligations of the company and the incentive object, the treatment when the company and the incentive object change, the principle of repurchase and cancellation of restricted stock, and the supplementary provisions.
In accordance with the relevant provisions of the company law, the securities law and the administrative measures, the lawyers of the exchange checked the main contents of the incentive plan:
(I) purpose and principle of the incentive plan
In order to further establish and improve the company's incentive and restraint mechanism, fully mobilize the enthusiasm, sense of responsibility and sense of mission of the company's directors, senior managers and other leading group members, middle managers, core technology (business and management) personnel, leading group members and core technology (business and management) personnel of the business division / subsidiary, attract and retain excellent talents, and effectively bring the interests of shareholders Combining the interests of the company and the personal interests of the managers, paying attention to the long-term development of the company and working together to continuously improve the core competitiveness and sustainable development ability of the company, this incentive plan is formulated in accordance with the company law, securities law, administrative measures and other relevant laws, regulations and normative documents as well as the provisions of the articles of association.
The lawyers of the firm believe that the incentive plan defines the purpose and principle of implementation and complies with the provisions of paragraph (I) of Article 9 of the management measures.
(II) management organization of the incentive plan
1. The general meeting of shareholders is the highest authority of the company, which is responsible for reviewing and approving the implementation of the incentive plan and the change and termination of the incentive plan. The general meeting of shareholders may authorize the board of directors to handle some matters related to the incentive plan within its authority.
2. The board of directors of the company is the executive management organization of the incentive plan and is responsible for the implementation of the incentive plan. The remuneration and assessment committee (hereinafter referred to as the "Remuneration Committee") under the board of directors is responsible for formulating and revising the incentive plan and submitting it to the board of directors for deliberation. After the board of directors deliberates and approves the incentive plan, it shall be submitted to the general meeting of shareholders for deliberation. The board of directors may handle other relevant matters of the incentive plan within the scope authorized by the general meeting of shareholders.
3. The board of supervisors and independent directors are the supervisory bodies of the incentive plan and shall express their opinions on whether the incentive plan is conducive to the sustainable development of the company and whether there is any situation that obviously damages the interests of the company and all shareholders. The board of supervisors shall supervise whether the implementation of the incentive plan complies with relevant laws, regulations, normative documents and the business rules of the stock exchange, and be responsible for reviewing the list of incentive objects. Independent directors will solicit entrusted voting rights from all shareholders for this incentive plan.
If the company changes the restricted stock incentive plan before the general meeting of shareholders deliberates and approves it, the independent directors and the board of supervisors shall express their independent opinions on whether the changed plan is conducive to the sustainable development of the company and whether there is any situation that obviously damages the interests of the company and all shareholders.
Before the company grants rights and interests to the incentive object, the independent directors and the board of supervisors shall express clear opinions on the conditions for the incentive object to be granted rights and interests set in the incentive plan. If the rights granted by the company to the incentive object are different from the arrangement of the plan, the independent directors and the board of supervisors (when the incentive object changes) shall express clear opinions at the same time.
Before the incentive objects exercise their rights and interests, the independent directors and the board of supervisors shall express clear opinions on whether the conditions for the incentive objects to exercise their rights and interests set in the incentive plan have been achieved.
(III) determination basis and scope of incentive objects
1. Legal basis for determining incentive objects
The incentive objects of the plan are determined in accordance with the company law, securities law, administrative measures, other relevant laws, regulations and normative documents, as well as the relevant provisions of the articles of association, and in combination with the actual situation of the company.
2. Scope of incentive objects
The plan involves a total of 80 first-time incentive objects, accounting for 4.39% of the total number of registered employees at the end of Nantong Jiangshan Agrochemical & Chemicals Co.Ltd(600389) 2021, including:
(1) Directors, senior managers and other leading group members of the company;
(2) Middle management personnel of the company;
(3) Core technical (business and management) personnel of the company;
(4) Members of the leading group and core technical (business and management) personnel of the division / subsidiary.
The incentive objects do not include the company's independent directors, supervisors, shareholders or actual controllers who individually or jointly hold more than 5% of the company's shares and their spouses, children and parents.
All incentive objects work in the company (including holding subsidiaries), have signed labor contracts and received salaries with the company (including holding subsidiaries), and must work in the company (including holding subsidiaries) within the assessment period of this incentive plan, and have signed labor contracts or employment contracts with the company (including holding subsidiaries).
The incentive object of the reserved grant part shall be determined within 12 months after the incentive plan is considered and approved by the general meeting of shareholders. After the proposal of the board of directors, the explicit opinions of the independent directors and the board of supervisors, the professional opinions of lawyers and the legal opinions are issued, the company shall accurately disclose the relevant information of the incentive object on the designated website in time as required. If the incentive object is not specified for more than 12 months, the reserved rights and interests shall become invalid. The criteria for determining the reserved incentive object shall be determined with reference to the criteria for the first award.
3. Verification of incentive objects
(1) After the incentive plan has been reviewed and approved by the board of directors, the company will publicize the incentive objects internally before the general meeting of shareholders
