Beijing Jingshi law firm
About Luxi Chemical Group Co.Ltd(000830) 2021 restricted stock incentive plan (Revised Draft)
of
Legal opinion
[2021] Jing Shi Fei Zi No. 4147252
3 / F, Jingshi lawyer building, No. 37, Middle East Fourth Ring Road, Chaoyang District, Beijing
Tel: 861050959999
Fax: 861050959998
Postal Code: 100025
Beijing Jingshi law firm
About Luxi Chemical Group Co.Ltd(000830)
Restricted stock incentive plan (Revised Draft)
of
Legal opinion
[2021] Jing Shi Fei Zi No. 4147252 to: Luxi Chemical Group Co.Ltd(000830)
Beijing Jingshi law firm (hereinafter referred to as “the firm”) is entrusted by Luxi Chemical Group Co.Ltd(000830) (hereinafter referred to as “the company” or ” Luxi Chemical Group Co.Ltd(000830) “) as the special legal adviser of the company’s 2021 restricted stock equity incentive plan (hereinafter referred to as “the plan” or “the restricted stock 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), the measures for the administration of equity incentive of listed companies (hereinafter referred to as the administrative measures), the Trial Measures for the implementation of equity incentive by state-controlled listed companies (domestic) (hereinafter referred to as the trial measures), and the guidelines for the implementation of equity incentive by listed companies controlled by central enterprises (hereinafter referred to as the working guidelines) The notice on issues related to regulating the implementation of equity incentive system by state-controlled listed companies (hereinafter referred to as the notice on Relevant Issues), the notice on matters related to further improving the equity incentive work of listed companies controlled by central enterprises (hereinafter referred to as the notice on relevant matters), and other laws and administrative regulations This legal opinion is issued in accordance with the relevant provisions of the departmental rules and normative documents and the Luxi Chemical Group Co.Ltd(000830) articles of Association (hereinafter referred to as the articles of association) on the relevant matters involved in the implementation of the plan by the company.
In accordance with the provisions of the securities law, the measures for the administration of law firms engaging in securities legal business and 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, the exchange has strictly performed its statutory duties, followed the principles of diligence and good faith, and conducted sufficient verification and verification to ensure the authenticity and reliability of the facts identified in this legal opinion It is accurate and complete, and the concluding opinions issued are legal and accurate, without false records, misleading statements or major omissions, and shall bear corresponding legal liabilities.
In order to issue this legal opinion, the bourse has prepared and implemented the inspection plan, collected evidence materials, consulted the documents that need to be consulted according to the regulations and other documents that the bourse deems necessary in accordance with the relevant provisions of the measures for the administration of law firms engaging in securities legal business and the rules for the practice of securities legal business of law firms (for Trial Implementation). On the basis that the company guarantees to provide the original written materials, copies, copies, confirmation letters or certificates required by the company to issue this legal opinion, that the documents and materials provided to the company are true, accurate, complete and effective, without any concealment, falsehood or major omission, and that the documents and materials are copies or copies, which are consistent and consistent with the original Full use has been made of methods including but not limited to interview, written review, on-site investigation and review to verify and confirm the relevant facts.
The exchange only gives opinions on legal issues related to the company’s plan, and only gives legal opinions in accordance with the current laws and regulations of the people’s Republic of China (for the purpose of this legal opinion, excluding Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan, hereinafter referred to as “China”), and does not give legal opinions in accordance with any laws outside China.
The exchange will not express opinions on the rationality of Luxi Chemical Group Co.Ltd(000830) stock value, assessment standards and other issues involved in the plan, as well as accounting, finance and other non legal professional matters. The quotation of relevant financial data or conclusions in this legal opinion shall not be regarded as any express or implied guarantee for the authenticity and accuracy of these data and conclusions. Our lawyers are not qualified to verify and evaluate these quotations.
For the fact that it is very important to issue this legal opinion and cannot be supported by independent evidence, the exchange relies on the instructions or supporting documents issued by relevant government departments, Luxi Chemical Group Co.Ltd(000830) or other relevant units to issue legal opinions. The exchange agrees that Luxi Chemical Group Co.Ltd(000830) take this legal opinion as a necessary legal document for the company to implement the plan, publicly disclose it together with other materials, and bear corresponding legal liabilities.
This legal opinion is only used by the company for the purpose of implementing the plan and shall not be used for any other purpose. The exchange agrees that the company shall quote the relevant contents of this legal opinion in the relevant documents prepared by the company for the implementation of the plan, but the company shall not cause legal ambiguity or misinterpretation due to the quotation.
In accordance with the requirements of the company law, the securities law and other relevant laws and regulations and the relevant provisions of the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”), and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, the exchange hereby issues the following legal opinions:
1、 The subject qualification of the company to implement equity incentive
(I) according to the business license (Unified Social Credit Code: 9137 Shenzhen Agricultural Products Group Co.Ltd(000061) 4071479t) issued by Liaocheng administrative examination and approval service bureau held by the company, and the lawyers of the firm log in to the “national enterprise credit information publicity system” and the “Securities and futures market dishonesty record inquiry platform” of China Securities Regulatory Commission for inquiry, as of the date of issuance of this legal opinion, Luxi Chemical Group Co.Ltd(000830) is a joint stock limited company established and effectively existing according to law.
(II) according to the reply on Shandong Luxi Chemical Group Co.Ltd(000830) Co., Ltd. (Preparatory) applying for public offering of shares (Zheng Jian FA Zi [1998] No. 126) issued by China Securities Regulatory Commission on May 18, 1998 and the reply on approving Shandong Liaocheng Luxi Chemical Group Co.Ltd(000830) Group Corporation to establish a joint stock limited company issued by Shandong Provincial People’s Government on March 31, 1997, The company’s shares were listed and traded on Shenzhen Stock Exchange (hereinafter referred to as “Shenzhen Stock Exchange”) on August 7, 1998. The stock is referred to as ” Luxi Chemical Group Co.Ltd(000830) ” and the stock code is ” Luxi Chemical Group Co.Ltd(000830) “.
（3） According to xyzh / 2021jnaa30044 annual audit report of Luxi Chemical Group Co.Ltd(000830) 2020 (hereinafter referred to as “2020 annual audit report”) and xyzh / 2021jnaa30049 internal control audit report of Luxi Chemical Group Co.Ltd(000830) december 31, 2020 (hereinafter referred to as “internal control audit report”) issued by ShineWing Certified Public Accountants (special general partnership), and annual reports of Luxi Chemical Group Co.Ltd(000830) in recent three years The explanation of the company has been checked by the lawyers of the exchange on the “inquiry platform for dishonesty records of securities and futures market” of the CSRC, the “catalogue of government information disclosure” of the CSRC, the “regulatory information disclosure” of the Shenzhen Stock Exchange, the “credit China” website, the national enterprise credit information publicity system, the “China executive information disclosure network” and other websites. As of the date of issuance of this legal opinion, Luxi Chemical Group Co.Ltd(000830) 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 most recent fiscal year is an audit report with a negative opinion or unable to express an opinion issued by the 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.
(IV) according to the company’s instructions, the articles of association, relevant internal management systems, the rules of procedure of the general meeting of shareholders, the board of directors and the board of supervisors and the resolutions of the recent three years’ meetings, the 2020 annual audit report, the Luxi Chemical Group Co.Ltd(000830) 2019 annual audit report (xyzh / 2020jna30191), the Luxi Chemical Group Co.Ltd(000830) 2018 annual audit report (xyzh / 2019jna30108) issued by ShineWing Certified Public Accountants (special general partnership) The internal control audit report, the internal control audit report of Luxi Chemical Group Co.Ltd(000830) 2019 on December 31 (xyzh / 2020jna30190), the internal control audit report of Luxi Chemical Group Co., Ltd. on December 31, 2018 (xyzh / 2019jna30107) have been verified by the lawyers of the firm, and until the date of issuance of this legal opinion, The company meets the conditions for equity incentive specified in Article 5 of the trial measures and Article 6 of the work guidelines: 1 The corporate governance structure is standardized, the shareholders’ meeting, the board of directors, the board of supervisors and the management are well organized, and their responsibilities are clear. The system of electing and replacing directors at the general meeting of shareholders is sound, and the board of directors has the right to select, employ, assess and motivate senior managers.
2. The number of external directors (including independent directors) shall reach more than half of the members of the board of directors. The remuneration and assessment committee is composed of all external directors. The remuneration and assessment committee has a sound system, perfect rules of procedure and standardized operation.
3. The basic management system is standardized, the internal control system and performance appraisal system are sound, and the three system reforms are in place. A labor employment, performance evaluation, salary and welfare system has been established that meets the requirements of market competition and modern enterprise system.
4. The development strategy is clear, the asset quality and financial condition are good, and the business performance is stable. There have been no violations of laws and regulations in financial accounting, income distribution and salary management in the past three years.
5. Improve the economic responsibility audit, information disclosure, deferred payment, recourse deduction and other restraint mechanisms symmetrical to the incentive mechanism.
6. Other conditions stipulated by the securities regulatory authority
In conclusion, the exchange believes that as of the date of issuance of this legal opinion, Luxi Chemical Group Co.Ltd(000830) is a joint stock limited company established and effectively existing according to law, and there is no situation that equity incentive plan shall not be implemented as stipulated in Article 7 of the management measures, Luxi Chemical Group Co.Ltd(000830) has the subject qualification for implementing equity incentive plan as stipulated in the management measures, trial measures and work guidelines.
2、 Legality and compliance of the contents of this restricted stock incentive plan
On December 31, 2021, the company held the 21st Meeting of the 8th board of directors, deliberated and adopted the Luxi Chemical Group Co.Ltd(000830) 2021 restricted stock incentive plan (Draft) (hereinafter referred to as the incentive plan (Draft) and its summary and other proposals related to the plan. In accordance with the relevant provisions of the administrative measures, the trial measures and the work guidelines, the exchange has checked whether the incentive plan (Draft) complies with the provisions of the administrative measures, the trial measures and the work guidelines item by item, and issued the legal opinion of Beijing Jingshi law firm on Luxi Chemical Group Co.Ltd(000830) restricted stock incentive plan (Draft). The exchange believes that, The contents of the incentive plan (Draft) comply with the relevant provisions of the management measures, trial measures and work guidelines.
On April 17, 2022, the 23rd Meeting of the 8th board of directors held by the company deliberated and approved the Luxi Chemical Group Co.Ltd(000830) 2021 restricted stock incentive plan (Revised Draft) (hereinafter referred to as the incentive plan (Revised Draft)) and its summary and other proposals related to the plan. According to the confirmation of the company and the verification of our lawyers, the incentive plan (Revised Draft) has changed the expression of the scope of incentive objects of the plan, the conditions for the grant of restricted shares, the expression of the period during which restricted shares shall not be granted, the impact of the implementation of the first grant of some restricted shares on the operating performance of each period, the total number of employees of the company and its statistical time, Other contents are consistent with the incentive plan (Draft). The expression of “including branches / subsidiaries” in the scope of incentive objects “directors, senior managers, middle managers and core backbone personnel of the company (including branches / subsidiaries)” is revised to include branches and holding subsidiaries; The granting conditions of restricted shares increase the personal assessment of incentive objects, namely:
If the individual assessment of the incentive object meets the standard, it will meet the following conditions:
In the year and month before the award, the individual performance appraisal result of the incentive object is “qualified” or above.
To sum up, the exchange believes that the contents of the incentive plan (Revised Draft) comply with the relevant provisions of the management measures, trial measures and work guidelines.
3、 Legal procedures involved in this plan
(I) legal procedures performed
According to the resolutions of the board of directors, the resolutions of the board of supervisors, the opinions of independent directors, the incentive plan (Draft), the incentive plan (Revised Draft) and other relevant documents provided by the company, as of the date of issuance of this legal opinion, the company has performed the following procedures for the implementation of this plan:
1. The remuneration and assessment committee of Luxi Chemical Group Co.Ltd(000830) board of directors formulated the incentive plan (Draft) and submitted it to Luxi Chemical Group Co.Ltd(000830) board of directors for deliberation, which is in line with Article 33 of the management measures.
2. The board of directors of Luxi Chemical Group Co.Ltd(000830) held the 21st Meeting of the 8th board of directors on December 31, 2021, deliberated and adopted the proposal on Luxi Chemical Group Co.Ltd(000830) 2021 restricted stock incentive plan (Draft) and its summary, the proposal on Luxi Chemical Group Co.Ltd(000830) 2021 restricted stock incentive plan implementation assessment management measures, and the proposal on Luxi Chemical Group Co.Ltd(000830) 2021 restricted stock incentive plan
