Guohao law firm (Hangzhou)
about
Zhejiang Zhengguang Industrial Co.Ltd(301092)
2022 restricted stock incentive plan (Draft)
Legal opinion
Address: Guohao lawyer building, No. 2 and No. 15, Baita Park, laofuxing Road, Shangcheng District, Hangzhou zip code: 310008
Grandall building, No.2 & No.15, block B, Baita Park, old Fuxing Road, Hangzhou, Zhejiang 310008, China Tel: (+ 86) (571) 85775888 fax / Fax: (+ 86) (571) 85775643
Email / mail: [email protected].
Website: http://www.grandall.com.cn.
April, 2002
catalogue
catalogue 2 interpretation 3 part I Introduction 6 the second part of the text 7 I. Zhejiang Zhengguang Industrial Co.Ltd(301092) subject qualification for implementing this incentive plan 7 II. Legality and compliance of Zhejiang Zhengguang Industrial Co.Ltd(301092) implementing this incentive plan 8 III. Zhejiang Zhengguang Industrial Co.Ltd(301092) the legal procedures involved in this incentive plan 17 IV. the source of funds for the incentive object to participate in the incentive plan 19 v. Zhejiang Zhengguang Industrial Co.Ltd(301092) the information disclosure involved in this incentive plan 19 VI. Zhejiang Zhengguang Industrial Co.Ltd(301092) the impact of this incentive plan on the interests of the company and all shareholders 19 VII. Concluding comments 20 part III signature page twenty-one
interpretation
Unless otherwise specified, the relevant words in this legal opinion have the following specific meanings:
The company, Zhejiang Zhengguang Industrial Co.Ltd(301092) refers to Zhejiang Zhengguang Industrial Co.Ltd(301092)
This incentive plan refers to the Zhejiang Zhengguang Industrial Co.Ltd(301092) 2022 restricted stock incentive plan
The Zhejiang Zhengguang Industrial Co.Ltd(301092) 2022 restricted stock incentive plan (Draft) refers to
(case)
The Zhejiang Zhengguang Industrial Co.Ltd(301092) 2022 restricted stock incentive plan implements the assessment management measures
Management measures for construction assessment
Restricted stocks and the second category of incentive objects that meet the grant conditions of this incentive plan refer to
Shares of the company acquired and registered in installments after restricted shares
Incentive object refers to the core personnel of the company who obtain restricted shares in accordance with the provisions of this incentive plan
Grant date refers to the date on which the company grants restricted shares to incentive objects
The grant price refers to the price of each restricted stock granted by the company to the incentive object
The term of validity of restricted shares from the date of the first grant of restricted shares to the incentive object
Period during which all ownership or invalidation is invalid
After the restricted stock incentive object meets the benefit conditions, the company registers the stock in the incentive attribution index
Behavior of object account
Where the restricted stock incentive plan is established, the incentive object is the ownership conditions required to obtain the incentive shares
Meet the benefit conditions
The vesting date of the granted shares after the restricted stock incentive object meets the benefit conditions
stage
CSRC refers to the China Securities Regulatory Commission
Stock exchange refers to Shenzhen Stock Exchange
Company law of the people's Republic of China (on October 26, 2018, the company law of the 13th National People's Congress refers to the revised and adopted at the sixth meeting of the Standing Committee of the people's Congress and shall enter into force on October 26, 2018)
Securities Law of the people's Republic of China (the securities law of the 13th National People's Congress on December 28, 2019 refers to the revised and adopted at the 15th meeting of the Standing Committee of the people's Congress and shall enter into force as of March 1, 2020)
The measures for the administration of equity incentive of listed companies (the measures for the administration of China Securities Regulatory Commission on August 15, 2018) refers to
(amended by the supervision and Management Committee, effective as of September 15, 2018)
Listing Rules refers to the Shenzhen Stock Exchange GEM Listing Rules (revised in December 2020)
Self regulatory guidelines No. 1 self regulatory guidelines for companies listed on the growth enterprise market of Shenzhen Stock Exchange No. 1 - industry index
No. business handling
The articles of association refers to the Zhejiang Zhengguang Industrial Co.Ltd(301092) articles of association
This office refers to Guohao law firm (Hangzhou)
The lawyer of the firm refers to the handling lawyer appointed by the firm for Zhejiang Zhengguang Industrial Co.Ltd(301092) this incentive plan
The legal opinion of Guohao law firm (Hangzhou) on Zhejiang Zhengguang Industrial Co.Ltd(301092) law
Legal opinion on 2022 restricted stock incentive plan (Draft)
Yuan and 10000 yuan refer to RMB yuan and 10000 yuan
Note: there are differences in the mantissa between the sum of some total numbers in the legal opinion and the direct addition of each addend, which are caused by rounding in the calculation.
Guohao law firm (Hangzhou)
About Zhejiang Zhengguang Industrial Co.Ltd(301092)
2022 restricted stock incentive plan (Draft)
Legal opinion
To: Zhejiang Zhengguang Industrial Co.Ltd(301092)
According to the special legal service entrustment agreement signed between Zhejiang Zhengguang Industrial Co.Ltd(301092) and Guohao law firm (Hangzhou), the exchange accepts the entrustment of Zhejiang Zhengguang Industrial Co.Ltd(301092) to act as the special legal adviser for the implementation of the restricted stock incentive plan in 2022. In accordance with the company law of the people's Republic of China, the securities law of the people's Republic of China and the measures for the administration of equity incentive of listed companies issued by the CSRC In accordance with the provisions of relevant laws, regulations and normative documents such as the Shenzhen Stock Exchange GEM Listing Rules (revised in December 2020), the Shenzhen Stock Exchange GEM listed companies self regulatory guide No. 1 - business handling, and in accordance with the business standards, ethics and diligence recognized by the lawyer industry, This legal opinion is issued for Zhejiang Zhengguang Industrial Co.Ltd(301092) this incentive plan.
Part I Introduction
In accordance with the provisions of the securities law, the measures for the administration of securities legal business conducted by law firms 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 office and its handling 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 this 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.
Based on the facts that have occurred or existed before the issuance date of this legal opinion and the current effective laws, regulations and normative documents in China, our lawyers only express legal opinions on the legality and compliance of matters related to Zhejiang Zhengguang Industrial Co.Ltd(301092) this incentive plan, and do not express legal opinions on other non legal matters.
Zhejiang Zhengguang Industrial Co.Ltd(301092) has assured the firm that it has provided the lawyers of the firm with true, complete and effective original written materials, copy materials or oral testimony necessary for the issuance of this legal opinion without any concealment, omission, falsehood or misleading; The copies and copies of relevant documents and materials are consistent with the original or the original, and the seals and signatures on relevant documents and materials are true; The signatory of the relevant documents is legally authorized and effectively signs the documents. Our lawyer issues this legal opinion based on the above guarantee.
Our lawyers agree that Zhejiang Zhengguang Industrial Co.Ltd(301092) in the relevant documents of this incentive plan, the relevant contents of this legal opinion shall be quoted, but the above quotation shall not lead to legal ambiguity or misinterpretation due to quotation. Our lawyer has not authorized any unit or individual to make any explanation or explanation on this legal opinion.
This legal opinion is only for the purpose of Zhejiang Zhengguang Industrial Co.Ltd(301092) implementing this incentive plan, and shall not be used for any other purpose without the prior written consent of the exchange.
Our lawyer agrees to take this legal opinion as one of the necessary legal documents for Zhejiang Zhengguang Industrial Co.Ltd(301092) this incentive plan and submit it for review or public disclosure along with other application materials.
The second part is the main body
1、 Zhejiang Zhengguang Industrial Co.Ltd(301092) subject qualification for implementing this incentive plan
(I) after verification by our lawyers, Zhejiang Zhengguang Industrial Co.Ltd(301092) is a joint stock limited company changed from Hangzhou Zhengguang resin Co., Ltd. in accordance with the provisions of Articles 9 and 96 of the then applicable company law (revised in 2005), and obtained the business license of enterprise legal person with the registration number of 33000 Ping An Bank Co.Ltd(000001) 5899 issued by Zhejiang Administration of industry and Commerce on December 29, 2007.
With the approval of the reply on Approving the registration of Zhejiang Zhengguang Industrial Co.Ltd(301092) initial public offering of shares (zjxk [2021] No. 2803) of China Securities Regulatory Commission and the notice on the listing of Zhejiang Zhengguang Industrial Co.Ltd(301092) RMB common shares on the gem (SZS [2021] No. 1064) of Shenzhen Stock Exchange, Zhejiang Zhengguang Industrial Co.Ltd(301092) shares were listed on the gem of Shenzhen Stock Exchange on November 2, 2021, and the stock is referred to as " Zhejiang Zhengguang Industrial Co.Ltd(301092) ", Stock code " Zhejiang Zhengguang Industrial Co.Ltd(301092) ".
(II) after verification by the lawyers of the firm, Zhejiang Zhengguang Industrial Co.Ltd(301092) now holds the business license with the unified social credit code of 9133 Shahe Industrial Co.Ltd(000014) 3906141r issued by the market supervision administration of Zhejiang Province, with a registered capital of 13333334 million yuan, the company type is other joint stock limited company (listed), the legal representative is Shen Jianhua, the business term is from February 9, 1996 to long-term, and the domicile is Tangqi Town Industrial Development Zone, Yuhang District, Hangzhou, Business scope: industrial investment, sales and technical services of ion exchange resin, sales of chemical products (excluding dangerous goods and easily made drugs), mechanical equipment and electronic products, leasing of self owned real estate, property management, import and export business (except those prohibited by national laws and regulations). (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
Upon verification by the lawyers of the firm, Zhejiang Zhengguang Industrial Co.Ltd(301092) is a joint stock limited company established and validly existing according to law, and there is no need to terminate according to the company law and the articles of association, that is, there are no following circumstances: 1. The business term specified in the articles of association expires or other reasons for dissolution specified in the articles of association occur; 2. The general meeting of shareholders decides to dissolve;
3. Dissolution is required due to the merger or division of the company;
4. The business license is revoked, ordered to close down or revoked according to law;
5. If the company has serious difficulties in operation and management and its continued existence will cause heavy losses to the interests of shareholders, which cannot be solved by other means, the shareholders holding more than 10% of the voting rights of all shareholders of the company shall request the people's court to dissolve the company;
6. The company's property is insufficient to pay off its debts and is declared bankrupt by the people's court according to law.
(III) upon the verification of the lawyers of this firm, Zhejiang Zhengguang Industrial Co.Ltd(301092) does not have the following circumstances that prohibit the implementation of equity incentive as stipulated in Article 7 of the management measures:
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 comply with laws and regulations, articles of association and public commitments in the last 36 months after listing
