Hunan Qiyuan law firm
About Cngr Advanced Material Co.Ltd(300919)
Adjustment of restricted stock incentive plan in 2022
And the first grant
Legal opinion
410007, 63rd floor, Shimao global financial center, 393 Jianxiang Road, Furong district, Changsha City, Hunan Province Tel: (0731) 82953778 Fax: (0731) 82953779 website: www.qiyuan.com com.
To: Cngr Advanced Material Co.Ltd(300919)
Hunan Qiyuan law firm (hereinafter referred to as “Qiyuan” or “the firm”) is entrusted by Cngr Advanced Material Co.Ltd(300919) (hereinafter referred to as ” Cngr Advanced Material Co.Ltd(300919) ,” the company “or” listed company “) to act as the special legal adviser of Cngr Advanced Material Co.Ltd(300919) 2022 restricted stock incentive plan (hereinafter referred to as” the incentive plan “,” the incentive plan “or” the incentive plan “).
In accordance with the relevant provisions of 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 existing laws, regulations and normative documents, as well as the Cngr Advanced Material Co.Ltd(300919) 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 hereby issued on the adjustment of the company’s restricted stock incentive plan in 2022 (hereinafter referred to as “this adjustment”) and the first grant (hereinafter referred to as “this grant”).
The Office (including the handling lawyer) declares as follows:
(I) the exchange issues legal opinions in accordance with Chinese laws, regulations, rules of local governments and departments, normative documents, relevant provisions of the CSRC and stock exchanges, and facts that have occurred or exist before the date of issuance of this legal opinion.
(II) the exchange has strictly performed its statutory duties, followed the principles of diligence and good faith, and fully verified the legality, compliance, authenticity and effectiveness of the company’s behavior and this application, so as to ensure that there are no false records, misleading statements and major omissions in this legal opinion.
(III) the exchange agrees to take this legal opinion as one of the necessary documents of the company’s incentive plan, 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.
(IV) the legal opinion issued by the exchange is based on the company’s assurance to the exchange that the company and its actual controllers, directors, supervisors, other senior managers and relevant natural persons have provided the exchange with the original written materials, copies or oral testimony that the exchange considers necessary for issuing legal opinions, which are true, complete and effective, without concealment, falsehood or major omissions, and the signatures and / or seals on all materials are true Effective. (V) when issuing legal opinions, the exchange has fulfilled the special duty of care of legal professionals for legal professional matters and the general duty of care of ordinary people for non legal professional matters such as accounting, evaluation and credit rating.
(VI) for the fact that the legal opinion issued by the exchange is very important and cannot be supported by independent evidence, the exchange shall issue opinions according to the certificates issued by the company, relevant government departments and other relevant institutions, organizations or individuals. The evidence and materials obtained from independent third-party institutions such as state organs, organizations with the function of managing public affairs, accounting firms, asset evaluation institutions, credit rating agencies and notary institutions will be directly used as the basis for issuing legal opinions after performing the general duty of care. The reference in our legal opinions to professional documents such as capital verification report, audit report, audited financial report, audit or assurance report, asset evaluation report, credit rating report and some data and / or conclusions in the legal opinions issued by lawyers outside China does not mean that we make any express or implied guarantee for the authenticity, accuracy and completeness of these data or conclusions and / or bear joint and several liabilities.
(VII) 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 without the written consent of the exchange.
Text
1、 Approval and authorization of this adjustment and grant
(I) on March 18, 2022, the 28th meeting of the first board of directors of the company deliberated and adopted the proposal on the company’s restricted stock incentive plan in 2022 (Draft) and its summary, the proposal on the measures for the implementation and assessment of the company’s restricted stock incentive plan in 2022, and the proposal on submitting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive. On the same day, the independent directors of the company expressed their independent opinions on the implementation of the incentive plan.
On the same day, the company held the 16th meeting of the first session of the board of supervisors, deliberated and adopted the proposal on the company’s restricted stock incentive plan in 2022 (Draft) and its summary, the proposal on the measures for the implementation and assessment of the company’s restricted stock incentive plan in 2022, and the proposal on verifying the list of some incentive objects granted by the company’s restricted stock incentive plan for the first time in 2022.
(II) from March 19 to March 28, 2022, the list of some incentive objects first granted by the restricted stock incentive plan in 2022 was publicized on the company’s bulletin board, and the names and positions of the incentive objects were publicized. During the publicity period, no organization or individual raised objections or adverse reactions, and there was no feedback record. On April 1, 2022, the company disclosed the review opinions and publicity of the board of supervisors on the list of some incentive objects first granted by the company’s restricted stock incentive plan in 2022. The board of supervisors checked the list of some incentive objects first granted by the incentive plan and explained the publicity.
(III) on April 6, 2022, the company held the first extraordinary general meeting of shareholders in 2022, deliberated and passed the proposal on the company’s restricted stock incentive plan in 2022 (Draft) and its summary, the proposal on the measures for the implementation and assessment of the company’s restricted stock incentive plan in 2022, and the proposal on submitting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive, It also disclosed the self inspection report on the trading of company shares by insiders and incentive objects of the restricted stock incentive plan in 2022.
(IV) according to the authorization of the first extraordinary general meeting of shareholders in 2022, on April 13, 2022, the company held the 29th meeting of the first board of directors and the 17th meeting of the first board of supervisors, deliberated and adopted the proposal on adjusting the list and number of incentive objects granted for the first time in the 2022 restricted stock incentive plan and the proposal on the first granting of restricted shares to incentive objects by the company.
The board of supervisors of the company verified the adjusted list of incentive objects again and expressed their consent. The independent directors of the company have expressed their independent opinions on the adjustment and grant of the incentive plan.
To sum up, the exchange believes that the relevant matters of this adjustment and this grant have obtained the necessary approval and authorization, and comply with the relevant provisions of the management measures, the articles of association and the incentive plan (Draft). 2、 Specific contents of this adjustment
According to the resolutions of the 29th meeting of the first board of directors and the 17th meeting of the first board of supervisors, the reasons and contents of this adjustment are as follows:
Whereas the 73 incentive objects identified in the company’s restricted stock incentive plan for 2022 (Draft) voluntarily give up the subscription of 12867600 restricted shares to be granted to them by the company for personal reasons; 26 incentive objects voluntarily gave up the subscription of 2567100 restricted shares to be granted to them by the company for personal reasons. According to the authorization of the company’s first extraordinary general meeting in 2022, the board of directors of the company adjusted the list of incentive objects and the number of restricted shares granted in the incentive plan. After this adjustment, the number of incentive objects granted for the first time was changed from 1113 to 1040, and the number of restricted shares granted for the first time was changed from 4.84 million shares to 4685653 million shares.
Accordingly, the exchange believes that this adjustment complies with the relevant provisions of the management measures and the incentive plan (Draft).
3、 Date of this grant
(I) on April 6, 2022, the company held the first extraordinary general meeting of shareholders in 2022, deliberated and approved the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive, and the general meeting of shareholders authorized the board of directors to determine the grant date of this incentive plan.
(II) on April 13, 2022, the company held the 29th meeting of the first board of directors to determine the grant
The date is April 13, 2022; The independent directors of the company expressed their independent opinions.
(III) on April 13, 2022, the company held the 17th meeting of the first board of supervisors and agreed that the grant date was April 13, 2022.
(IV) after verification, the grant date determined by the board of directors of the company is the trading day and is not in the following periods:
1. Within 30 days before the announcement of the company’s periodic report, if the announcement date of the annual report and semi annual report is delayed due to special reasons, it shall be calculated from 30 days before the original scheduled announcement date to 1 day before the announcement;
2. Within 10 days before the announcement of the company’s performance forecast and performance express;
3. From the date of major events that may have a great impact on the trading price of the company’s shares and their derivatives or the date of entering the decision-making process to 2 trading days after disclosure according to law;
4. Other periods prescribed by the China Securities Regulatory Commission and the Shanghai Stock Exchange.
If the senior management of the company, as the incentive object, has reduced the company’s shares within 6 months before the grant of restricted shares, and there is no trading with insider information after verification, the company may postpone the grant of restricted shares after 6 months from the date of the last reduction of shares in accordance with the provisions of short-term trading in the securities law.
Accordingly, the exchange believes that the above grant date determined by the board of directors of the company complies with the relevant provisions on the grant date in the administrative measures and incentive plan (Draft).
4、 Conditions of this grant
According to the management measures, incentive plan (Draft) and other relevant provisions, the board of directors of the company may grant restricted shares to incentive objects according to the authorization of the general meeting of shareholders when the following grant conditions are met at the same time:
(I) the company is not under any of the following circumstances:
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, 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 the China Securities Regulatory Commission.
(II) 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;
6. Other circumstances determined by the China Securities Regulatory Commission.
After careful verification by the board of directors, the company does not have the situation that restricted shares cannot be granted as stipulated in the incentive plan and relevant laws and regulations. The incentive objects of granted rights and interests meet the conditions for granting restricted shares as stipulated in the incentive plan, and the conditions for the first grant of the incentive plan have been met.
After verification, the exchange believes that as of the date of issuance of this legal opinion, the conditions for the granting of restricted shares of the company have been met, and the granting of restricted shares by the company to incentive objects complies with the relevant provisions of the administrative measures and incentive plan (Draft).
5、 Concluding observations
To sum up, the exchange believes that this adjustment and this grant have obtained the necessary authorization and approval at this stage; The specific contents of this adjustment and the above grant date determined by the board of directors of the company comply with the relevant provisions of the management measures and the incentive plan (Draft); The conditions for granting restricted shares of the company have been met, and this grant complies with the relevant provisions of the administrative measures and the incentive plan (Draft).
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(there is no text on this page, which is the signature and seal page of Hunan Qiyuan law firm’s legal opinion on the adjustment and initial grant of Cngr Advanced Material Co.Ltd(300919) 2022 restricted stock incentive plan)
Principal: our lawyer:
Ding Shao bopeng pear
Our lawyer:
Xu Ye
April 13, 2022
