Beijing Guofeng law firm
About Markor International Home Furnishings Co.Ltd(600337)
Legal opinion on 2022 stock option incentive plan
Gflzz [2022] an001-1
Beijing Guofeng law firm
Grandway Law Offices
7 / F, news building, No. 26, Jianguomen inner street, Dongcheng District, Beijing zip code: 100005
Tel: 010-88004488 / 66090088 Fax: 010-66090016
catalogue
interpretation…… 2 I. The company meets the conditions for the implementation of this equity incentive plan 5 II. Legality and compliance of the content of this equity incentive plan 6 III. legal procedures involved in this equity incentive plan 10 IV. legality and compliance of incentive objects 11 v. information disclosure of this equity incentive plan 12 VI. the company does not provide financial assistance for incentive objects 12 VII. Impact of this equity incentive plan on the interests of the company and all shareholders 13 VIII. Related directors’ avoidance of voting in this equity incentive plan 15 IX. concluding comments fifteen
interpretation
In this legal opinion, unless the context otherwise requires, the following words or abbreviations have the following meanings:
Markor International Home Furnishings Co.Ltd(600337) / company means Markor International Home Furnishings Co.Ltd(600337)
Incentive plan (Draft) refers to the Markor International Home Furnishings Co.Ltd(600337) 2022 stock option incentive plan (Draft)
This equity incentive plan / 2022 plan to be implemented in this incentive plan Markor International Home Furnishings Co.Ltd(600337) / this plan / this equity incentive / this refers
Stock option incentive plan
Equity incentive
The underlying stock refers to the stock issued by the company to the incentive object
Articles of association means the Markor International Home Furnishings Co.Ltd(600337) articles of association
Company law means the company law of the people’s Republic of China
Securities Law means the securities law of the people’s Republic of China
The Administrative Measures refer to the administrative measures for equity incentive of listed companies
Listing Rules refer to the Listing Rules of Shanghai Stock Exchange
General meeting means Markor International Home Furnishings Co.Ltd(600337) general meeting of shareholders
Board of directors means the Markor International Home Furnishings Co.Ltd(600337) board of directors
Board of supervisors means the Markor International Home Furnishings Co.Ltd(600337) board of supervisors
CSRC refers to the China Securities Regulatory Commission
Stock exchange / Shanghai stock exchange refers to Shanghai Stock Exchange
Beijing Guofeng law firm
Yuan and 10000 yuan refer to RMB yuan and 10000 yuan
Note: in this legal opinion, if the total is inconsistent with the mantissa of the sum of the itemized values, it is caused by rounding.
Beijing Guofeng law firm
About Markor International Home Furnishings Co.Ltd(600337)
Legal opinion on 2022 stock option incentive plan
Gflzz [2022] an001-1
To: Markor International Home Furnishings Co.Ltd(600337)
According to the lawyer service agreement signed between the exchange and Markor International Home Furnishings Co.Ltd(600337) , the exchange accepts the entrustment of Markor International Home Furnishings Co.Ltd(600337) to act as the special legal adviser of Markor International Home Furnishings Co.Ltd(600337) this incentive plan, in accordance with the company law, securities law, administrative measures and other relevant laws, regulations, rules and normative documents, as well as the relevant provisions of the articles of association, in accordance with the business standards recognized by the lawyer industry This legal opinion is issued on matters related to this incentive plan in the spirit of ethics and diligence.
In order to issue this legal opinion, our lawyers have reviewed the following facts and legal documents related to the equity incentive plan:
1. The company meets the conditions for implementing the equity incentive plan;
2. The legality and compliance of the contents of this equity incentive plan;
3. Legal procedures involved in this equity incentive plan;
4. Legality and compliance of incentive objects;
5. Information disclosure of this equity incentive plan;
6. The company does not provide financial assistance for incentive objects;
7. The impact of the equity incentive plan on the interests of the company and all shareholders;
8. Related directors of the equity incentive plan abstained from voting.
For the issuance of this legal opinion, our lawyer hereby makes the following statement:
1. Our lawyers only express legal opinions on the facts that have occurred or exist before the date of issuance of this legal opinion in accordance with the current effective laws, regulations, rules and normative documents of China;
2. In accordance with the provisions of the securities law, 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 the facts that have occurred or exist before the date of issuance of this legal opinion, our lawyers have strictly performed their statutory duties, followed the principles of diligence and good faith, and conducted sufficient verification and verification, Ensure that the facts identified in the legal opinion are true, accurate and complete, that the concluding opinions issued are legal and accurate, and that there are no false records, misleading statements or major omissions, and bear corresponding legal liabilities;
3. Our lawyers agree Markor International Home Furnishings Co.Ltd(600337) to quote part or all of the contents of this legal opinion in the relevant documents of this equity incentive; However, when Markor International Home Furnishings Co.Ltd(600337) makes the above quotation, it shall not lead to legal ambiguity or misinterpretation due to the quotation;
4. Markor International Home Furnishings Co.Ltd(600337) has guaranteed that it has provided all the factual materials necessary for the issuance of this legal opinion to our lawyers, that the relevant written materials and written testimony are true and effective, without any major omission and misleading statement, and that the copies provided are consistent with the original;
5. For the fact that this legal opinion is very important and cannot be supported by independent evidence, our lawyers rely on the supporting documents, testimony or copies of documents issued or provided by relevant government departments, Markor International Home Furnishings Co.Ltd(600337) , other relevant units or relevant persons to issue legal opinions;
6. Our lawyers have examined and judged all documents and testimony related to the issuance of this legal opinion, and issued legal opinions accordingly;
7. This legal opinion is only for Markor International Home Furnishings Co.Ltd(600337) the purpose of implementing this equity incentive plan, and shall not be used for any other purpose.
In accordance with the provisions of relevant laws, regulations, rules and normative documents, and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, our lawyers have verified the documents and facts related to this equity incentive provided by Markor International Home Furnishings Co.Ltd(600337) , and now issue the legal opinions as follows:
1、 The company meets the conditions for the implementation of this equity incentive plan
(I) the company is legally established and validly existing
According to the current valid business license of Markor International Home Furnishings Co.Ltd(600337) , the basic information of Markor International Home Furnishings Co.Ltd(600337) is as follows:
Company name Markor International Home Furnishings Co.Ltd(600337)
Company type other joint stock limited company (listed)
Unified social credit Code: 916501006255516701
The registered capital is 1628327220 yuan
Address: D3 wooden house, Nankang household Town, Jingba Town, Nankang District, Ganzhou City, Jiangxi Province
Legal representative: Kou Weiping
Date of establishment: August 16, 1995
Development, design, production and national chain sales of furniture, decoration materials, lamps and supporting products; Furniture wholesale; Decoration design services, home design, handicrafts production and sales; Knitwear and textiles, kitchenware, daily necessities, office supplies, decoration
Clothing, shoes and hats, hardware and electrical equipment, arts and crafts, food, wine, beverage, tea
Sales of leaves, books, newspapers, audio-visual products, electronic and digital publications, cultural goods, household goods, electronic products, safes, mother and baby goods, toys, cosmetics, fitness equipment, bags, flowers and green plants; Furniture display; Furniture maintenance; Business consulting, business scope, cultural and art consulting services, creative planning services, cultural and art exchange planning, corporate image planning and marketing planning; Indoor recreational activities; Conference, exhibition and related services
Service; Chain franchise service; Internet information services, engaging in Internet cultural activities and value-added telecommunications services; Road general cargo transportation; Storage of goods (excluding dangerous chemicals); Freight forwarding services; Commodity handling; Self support and agency of import and export business of various commodities and technologies (except for commodities and technologies limited by the state and prohibited by the state)
External); Engaged in counter trade, entrepot trade, incoming material processing and “three supplies and one compensation” industry
Service; Catering service, catering management, house leasing, furniture leasing and equipment leasing; Site rental and parking service; Timber operation and processing.
According to relevant laws, regulations, rules, normative documents, articles of association and Markor International Home Furnishings Co.Ltd(600337) publicly disclosed information, and through the lawyer of the firm, inquire the national enterprise credit information publicity system（ http://http://www.gsxt.gov.cn./index.html , query time: January 7, 2022), Markor International Home Furnishings Co.Ltd(600337) is valid according to law, and there is no situation that leads to its termination.
(II) the company is not allowed to implement the equity incentive plan
According to the articles of association, the information publicly disclosed by Markor International Home Furnishings Co.Ltd(600337) , the 2020 annual report, the “CAC Zheng Nei Zi [2021] No. 0163” audit report issued by zhongshenhua Certified Public Accountants (special general partnership), the “CAC Zheng Nei Zi [2021] No. 0017” internal control audit report issued by Markor International Home Furnishings Co.Ltd(600337) , Markor International Home Furnishings Co.Ltd(600337) there are no following circumstances that prohibit the implementation of equity incentive plan as stipulated in Article 7 of the administrative measures:
1. The financial 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 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, the articles of association and public commitments within the last 36 months after listing;
4. Equity incentive is prohibited by laws and regulations;
5. Other circumstances recognized by the CSRC.
In conclusion, our lawyers believe that Markor International Home Furnishings Co.Ltd(600337) is a joint stock limited company established according to law, legally and effectively existing, and its shares have been listed and traded on the Shanghai stock exchange according to law. As of the date of issuance of this legal opinion, there are no circumstances that lead to its termination, and there are no circumstances that prohibit the implementation of equity incentive plan as stipulated in Article 7 of the administrative measures, Markor International Home Furnishings Co.Ltd(600337) has the subject qualification to implement the equity incentive plan and meets the conditions for implementing the equity incentive plan specified in the administrative measures.
2、 Legality and compliance of the contents of this equity incentive plan
(I) main contents of incentive plan (Draft)
After verification, the incentive plan (Draft) clearly stipulates or explains the following matters: the purpose of the incentive plan, the management organization of the incentive plan, the basis and scope of incentive objects, the rights and interests to be granted by the incentive plan, the list of incentive objects and the distribution of rights and interests to be granted, the validity period, authorization date, waiting period, exercise arrangement and lock-out period, Exercise price and determination method of stock options, grant and exercise conditions of stock options, adjustment methods and procedures of the incentive plan, accounting treatment of stock options, implementation, grant, exercise, change and termination procedures of the incentive plan, respective rights and obligations of the company / incentive object, treatment of the incentive plan in case of change of the company / incentive object, etc.
Upon inspection, our lawyers believe that the contents of the incentive plan (Draft) comply with the provisions of Article 9 of the administrative measures.
(II) determination basis and scope of incentive objects
1. Determination basis of incentive object
(1) Legal basis for determining incentive objects
The incentive objects of the incentive plan are determined in accordance with the company law, securities law, management measures and other relevant laws, administrative regulations, normative documents and the articles of association, and in combination with the actual situation of the company. (2) Job basis for determining incentive objects
The incentive objects of this incentive plan are directors, senior managers and core technical (business) personnel of the company. The salary Committee shall draw up a list of personnel who meet the scope of incentive objects of the incentive plan, which shall be verified and determined by the board of supervisors of the company.
2. Scope of incentive objects
According to the incentive plan (Draft), the incentive to be granted under the plan
