Guohao law firm (Shanghai)
About
Nanya New Material Technology Co.Ltd(688519) 2021 restricted stock reserved partial grant
of
Legal opinion
Floor 23-25, Jiadi center, No. 968, West Beijing Road, Shanghai 200041
23-25/F, Garden Square, 968 West Beijing Road, Shanghai 200041, China
Tel: (+ 86) (21) 52341668 Fax: (+ 86) (21) 52341670
Website: http://www.grandall.com.cn.
April 2022
Guohao law firm (Shanghai)
About Nanya New Material Technology Co.Ltd(688519)
On the reserved partial grant of restricted shares in 2021
Legal opinion
To: Nanya New Material Technology Co.Ltd(688519)
Guohao law firm (Shanghai) (hereinafter referred to as “the firm”) accepts the entrustment of Nanya New Material Technology Co.Ltd(688519) (hereinafter referred to as ” Nanya New Material Technology Co.Ltd(688519) ” or “the company”) as its special legal adviser for the implementation of the 2021 restricted stock incentive plan (hereinafter referred to as “the incentive 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”) and the measures for the administration of equity incentive of listed companies (hereinafter referred to as the “administrative measures”) Relevant provisions of laws, regulations and normative documents such as the Listing Rules of Shanghai Stock Exchange on the Kechuang board (hereinafter referred to as the “Listing Rules”) and the memorandum of work on information disclosure of listed companies on the Kechuang board No. 4 – Guidelines for equity incentive information disclosure (hereinafter referred to as the “disclosure guidelines”), In accordance with the requirements of the measures for the administration of securities legal business of law firms (hereinafter referred to as the “practice measures”) and the rules for the practice of securities legal business of law firms (for Trial Implementation) (hereinafter referred to as the “practice rules”), and in accordance with the recognized business standards, ethics and the spirit of diligence and responsibility of the lawyer industry, this legal opinion is issued on the granting of the incentive plan of the company.
In accordance with the provisions of the company law, the securities law, the administrative measures, the listing rules, the disclosure guidelines and other relevant laws, regulations and normative documents, as well as the facts that have occurred or exist before the issuance date of the legal opinion, the exchange and its handling lawyers have strictly performed their statutory duties, followed the principles of diligence and good faith, and conducted sufficient verification and verification to ensure that the facts identified in the legal opinion are true It is accurate and complete, and the issued concluding opinions are legal and accurate, without false records, misleading statements or major omissions.
Our lawyers express legal opinions based on their understanding of the facts and the law.
Our lawyer agrees to take this legal opinion as one of the necessary documents for the company to implement this incentive plan, announce it together with other documents and materials, and bear the responsibility for the legal opinion issued by our company according to law.
Our lawyers have reviewed and judged the documents and testimony related to the issuance of legal opinions, and issued legal opinions as follows:
1、 Approval and authorization granted by the incentive plan and reserved part
(I) approval and authorization of this incentive plan
1. On April 2, 2021, the company held the fifth meeting of the second board of directors, deliberated and adopted the proposal on the company’s restricted stock incentive plan in 2021 (Draft) and its summary, the proposal on the measures for the implementation and assessment of the company’s restricted stock incentive plan in 2021, and the proposal on submitting the general meeting of shareholders to authorize the board of directors to handle matters related to the restricted stock incentive plan in 2021 Proposal on proposing to convene the third extraordinary general meeting of shareholders in 2021 and other proposals. The independent directors of the company also expressed independent opinions on the above deliberations and agreed to implement the incentive plan.
2. On April 2, 2021, the company held the fifth meeting of the second session of the board of supervisors, deliberated and adopted the proposal on the company’s restricted stock incentive plan in 2021 (Draft) and its summary, the proposal on the company’s measures for the assessment and management of the implementation of the restricted stock incentive plan in 2021, and the proposal on verifying the list of incentive objects of the company’s restricted stock incentive plan in 2021. The board of supervisors of the company also issued verification opinions on the above deliberations and agreed to implement the incentive plan.
3. On April 21, 2021, the company held the third extraordinary general meeting of shareholders in 2021, deliberated and approved the proposal on the company’s restricted stock incentive plan in 2021 (Draft) and its summary, the proposal on the measures for the implementation and assessment of the company’s restricted stock incentive plan in 2021, and the proposal on submitting the general meeting of shareholders to authorize the board of directors to handle matters related to the restricted stock incentive plan in 2021.
(II) approval and authorization of the reserved part of the incentive plan
1. On April 14, 2022, the company held the 13th meeting of the second board of directors, deliberated and approved the proposal on granting reserved restricted shares to incentive objects and other proposals. The independent directors of the company also expressed their independent opinions on the above deliberations and believed that the reserved conditions for granting the incentive plan had been fulfilled.
2. On April 14, 2022, the company held the 13th meeting of the second board of supervisors, deliberated and adopted the proposal on granting reserved restricted shares to incentive objects and other proposals. The board of supervisors of the company also issued verification opinions on whether the reserved grant part meets the conditions and believes that the grant conditions specified in the incentive plan have been met.
Our lawyers believe that as of the date of issuance of this legal opinion, the grant of the reserved part of the incentive plan has obtained the necessary approval and authorization, in line with the provisions of the administrative measures, listing rules, disclosure guidelines and other relevant laws and regulations, and in line with the relevant requirements of the company’s proposal on the company’s 2021 restricted stock incentive plan (Draft) and its summary.
2、 Conditions for granting the reserved part of this incentive plan
1. According to the company’s explanation, the company does not have the situation that the financial and accounting report of the latest fiscal year is issued with a negative opinion or an audit report that cannot express an opinion by the certified public accountant.
2. According to the company’s explanation, the company does not have the situation that the internal control of the financial report of the latest fiscal year was given a negative opinion or unable to express an opinion by the certified public accountant.
3. After verification by the lawyers of the exchange, the company has no failure to distribute profits in accordance with laws and regulations, the articles of association and public commitments in the last 36 months after listing.
4. According to the verification of the lawyers of the exchange, the company is not subject to equity incentive as stipulated by laws and regulations, nor other circumstances recognized by the CSRC.
5. According to the description of the incentive object and the verification of the lawyer of the exchange, the incentive object has not been under any of the following circumstances: (1) it has been identified as an inappropriate candidate by the stock exchange in 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) Administrative punishment or market entry prohibition measures by the CSRC and its dispatched offices for major violations of laws and regulations in the last 12 months;
(4) Those who are not allowed to serve as directors, supervisors and senior managers of the company as stipulated in the company law of the people’s Republic of China;
(5) Those who are not allowed to participate in the equity incentive of listed companies according to laws and regulations;
(6) Other circumstances recognized by the CSRC.
To sum up, our lawyers believe that the conditions set by the company’s incentive plan for the incentive object to be granted part of the reserved restricted shares have been met, and the company’s granting of part of the reserved restricted shares to the incentive object complies with Articles 7 and 8 of the administrative measures and the relevant provisions of the company’s proposal on the company’s 2021 restricted stock incentive plan (Draft) and its summary.
3、 Main contents of restricted shares granted in this incentive plan
(I) date of grant
According to the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the 2021 restricted stock incentive plan, which was deliberated and adopted at the third extraordinary general meeting of shareholders in 2021, the general meeting of shareholders of the company authorized the board of directors to determine the grant date of the incentive plan.
According to the resolution of the 13th meeting of the second board of directors of the company, the board of directors of the company agreed to determine April 14, 2022 as the grant date of the incentive plan. The determination of the grant date has been agreed by the independent directors of the company and deliberated and adopted at the 13th meeting of the second board of supervisors.
Our lawyers believe that the grant date of this incentive plan is the trading day. The grant date of reserved restricted shares determined by the board of directors of the company shall be within 12 months after the shareholders’ meeting of the company deliberates and approves this equity incentive plan. The above grant date and its determination are in line with the management measures The listing rules and other relevant laws and regulations and the relevant requirements of the company’s proposal on the company’s 2021 restricted stock incentive plan (Draft) and its summary.
(II) incentive objects, quantity and price granted
According to the resolution of the 13th meeting of the second board of directors of the company, the board of directors of the company agreed to grant 450000 restricted shares to 10 incentive objects at the grant price of 16.40 yuan / share. The above-mentioned matters have been approved by the independent directors of the company and deliberated and adopted at the 13th meeting of the second board of supervisors.
The lawyers of the firm believe that the incentive objects, grant quantity and grant price of the incentive plan comply with the provisions of the company law, the securities law, the administrative measures, the listing rules, the disclosure guidelines and the company’s proposal on the company’s restricted stock incentive plan (Draft) in 2021 and its summary.
4、 Information disclosure obligations to be performed under this grant
In accordance with the administrative measures, listing rules, disclosure guidelines and other laws and regulations, the company timely announced the resolutions of the 13th meeting of the second board of directors, the resolutions of the 13th meeting of the second board of supervisors, the independent opinions of independent directors on this grant, the verification opinions of the board of supervisors on this grant and other documents. With the progress of this incentive plan, the company shall also perform relevant information disclosure obligations in accordance with the relevant provisions of laws, regulations and normative documents.
5、 Concluding observations
In conclusion, our lawyers believe that as of the date of issuance of this legal opinion, the necessary approval and authorization have been obtained for the grant of reserved restricted shares in this incentive plan, the grant conditions of reserved restricted shares set in this incentive plan have been achieved, and the determination of the grant date, incentive object, grant quantity and grant price of this incentive plan comply with the company law, securities law and administrative measures The listing rules and other relevant laws and regulations and the relevant provisions of the company’s proposal on the company’s restricted stock incentive plan (Draft) in 2021 and its summary. The company will continue to perform the obligation of information disclosure and handle the grant registration and other matters in accordance with relevant laws and regulations. (no text below)
Legal opinion of Guohao law firm (Shanghai)
(there is no text on this page, which is the signature page of the legal opinion of Guohao law firm on the granting of reserved restricted shares in Nanya New Material Technology Co.Ltd(688519) 2021)
Person in charge: Li Qiang handling lawyer: Zhang Letian
LV Cheng
April 14, 2022
