Beijing Zhonglun law firm
About Maanshan Iron & Steel Company Limited(600808)
Of A-share restricted stock incentive plan (Draft) in 2021
Legal opinion
January 2002
Beijing Shanghai Shenzhen Guangzhou Chengdu Wuhan Chongqing Qingdao Hangzhou Nanjing Haikou Hong Kong Tokyo London New York Los Angeles San Francisco Almaty
Beijing Shanghai Shenzhen Guangzhou Chengdu Wuhan Chongqing Qingdao Hangzhou Nan Jing Haikou Hong Kong Tokyo London New York Los Angeles San Francisco Almaty
catalogue
1、 Conditions for the company to implement the equity incentive plan 3 II. Contents of this incentive plan 4 III. procedures for the implementation of this incentive plan 9 IV. determination of incentive objects of this incentive plan 11 v. information disclosure obligations of this incentive plan 12 VI. the company did not provide financial support for the incentive object 12 VII. Impact of this incentive plan on the interests of the company and all shareholders 13 VIII. Avoidance of related Directors 13 IX. concluding comments fourteen
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Beijing Zhonglun law firm
About Maanshan Iron & Steel Company Limited(600808)
Of A-share restricted stock incentive plan (Draft) in 2021
Legal opinion
To: Maanshan Iron & Steel Company Limited(600808)
According to the special legal service contract signed between Maanshan Iron & Steel Company Limited(600808) (hereinafter referred to as ” Maanshan Iron & Steel Company Limited(600808) ” and “the company”) and Beijing Zhonglun law firm (hereinafter referred to as “the firm”) and appointed by the firm, Our lawyer, as the special legal adviser on matters related to the company’s 2021 A-share restricted stock incentive plan (hereinafter referred to as “equity incentive plan” or “this incentive plan”), issues this legal opinion.
In order to issue this legal opinion, our lawyers have reviewed the Maanshan Iron & Steel Company Limited(600808) 2021 A-share restricted stock incentive plan (Draft) (hereinafter referred to as the “incentive plan (Draft)”), the Maanshan Iron & Steel Company Limited(600808) 2021 A-share restricted stock incentive plan performance assessment measures (hereinafter referred to as the “assessment measures”) The measures for the administration of Maanshan Iron & Steel Company Limited(600808) equity incentive (hereinafter referred to as the “measures”), the relevant documents of the board of directors of the company, the independent opinions of the independent directors, the written statement of the company and other documents that the lawyers of the exchange think need to be reviewed, and checked and verified the relevant facts and materials by querying the public information of government departments.
In order to issue this legal opinion, our lawyers have checked and verified the documents and facts related to the incentive plan in accordance with the provisions of relevant laws, regulations, normative documents and the requirements of our business rules and in the principle of prudence and importance.
With regard to this legal opinion, our lawyer makes the following statement:
1. In the course of work, our lawyers have been assured by the company that the company has provided our lawyers with the original written materials, duplicate materials and oral testimony that our lawyers believe are necessary for the preparation of legal opinions, and the documents and materials provided are true, accurate and complete without concealment, falsehood and major omissions. 2. The lawyers of the firm shall, in accordance with the facts that have occurred or existed before the date of issuance of this legal opinion, 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 other current national laws and regulations To express legal opinions on normative documents and relevant provisions of the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”).
3. For the fact that this legal opinion is very important and cannot be supported by independent evidence, our lawyers rely on the supporting documents issued by relevant government departments, companies or other relevant units and the publicly available information of the competent authorities as the basis for making this legal opinion.
4. In accordance with the provisions of the securities law, the measures for the administration of securities legal business by law firms and the rules for the practice of securities legal business by law firms (for Trial Implementation), and the facts that have occurred or exist before the date of issuance of this legal opinion, the firm and its handling lawyers have strictly performed their statutory duties and followed the principles of diligence and good faith, Sufficient verification and verification have been carried out to ensure that the facts identified in this legal opinion are true, accurate and complete, the concluding opinions issued are legal and accurate, and there are no false records, misleading statements or major omissions, and bear corresponding legal liabilities.
5. This legal opinion only expresses legal opinions on legal issues in China related to this incentive plan. The exchange and the handling lawyer are not qualified to express professional opinions on professional matters such as accounting and auditing. When accounting and audit matters are involved in this legal opinion, they are quoted in strict accordance with the professional documents issued by relevant intermediaries and the instructions of the company.
6. Our lawyer agrees to take this legal opinion as the necessary legal document for this incentive plan.
7. This legal opinion is only for the purpose of this incentive plan and shall not be used for any other purpose.
The following legal opinions are issued in accordance with the company law, the securities law, the measures for the administration of equity incentive of listed companies (Order No. 148 of the CSRC, hereinafter referred to as the “measures”) and other laws, regulations and normative documents, as well as the Maanshan Iron & Steel Company Limited(600808) articles of Association (hereinafter referred to as the “articles of association”):
1、 Conditions for the company to implement equity incentive plan
(I) the company is a joint stock limited company established according to law and listed on the Shanghai Stock Exchange
According to the relevant information provided by the company and the company’s website（ http://www.cn.info.com.cn./new/index ）According to the information disclosure documents announced and the instructions issued by the company, the subject qualification of the company is as follows:
1. Maanshan Iron & Steel Company Limited(600808) the predecessor is Ma’anshan Iron Works, which was established in 1953; In 1958, Ma’anshan Iron and steel company was established; In 1993, with the approval of the reply on Approving the reorganization of Ma’anshan Iron and Steel Company (TIG Han Sheng [1993] No. 98) and the reply on the establishment of Maanshan Iron & Steel Company Limited(600808) (TIG Sheng [1993] No. 138) issued by the former National Economic Reform Commission in August 1993, the former Ma’anshan Iron and steel company was used as the sole sponsor to establish Maanshan Iron & Steel Company Limited(600808) .
2. In November 1993, the company issued H shares to the public for the first time and was listed on the Hong Kong stock exchange. The stock is referred to as “Ma\’anshan Iron and Steel Co., Ltd.” and the securities code is “00323. HK”; In January 1994, with the approval of China Securities Regulatory Commission (hereinafter referred to as “CSRC”), the company issued A-share shares to the public for the first time and was listed on Shanghai Stock Exchange. The stock is referred to as ” Maanshan Iron & Steel Company Limited(600808) ” and the securities code is “600808”.
3. The company now holds the business license with unified social credit code of 91340000610400837y issued by Anhui market supervision and administration on August 19, 2013.
After verification, our lawyers believe that the company is a joint stock limited company established according to law and listed on the Shanghai Stock Exchange.
(II) the company does not have the situation that equity incentive is not allowed according to Article 7 of the management measures
According to the company’s 2020 annual report, 2021 semi annual report and Ernst & Young Huaming (2021) SZ No. 60438514a01 issued by Ernst & Young Huaming Certified Public Accountants (special general partnership) on March 25, 2021
No. audit report, Ernst & Young Huaming (2021) Zi No. 60438514a01 internal control audit report, articles of association and description of the company issued by Ernst & Young Huaming Certified Public Accountants (special general partnership) on March 25, 2021, which have been verified by lawyers of the firm, The company does not have any of the following circumstances under which equity incentive shall not be implemented as stipulated in Article 7 of the management 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.
After verification, our lawyers believe that the company is a joint stock limited company established according to law and listed on the Shanghai Stock Exchange, and there is no situation that equity incentive shall not be implemented as stipulated in Article 7 of the administrative measures, which meets the conditions for the implementation of equity incentive as stipulated in the administrative measures.
2、 Contents of this incentive plan
On December 24, 2021, The 55th meeting of the ninth board of directors of the company deliberated and adopted the proposal on the company’s 2021 A-share restricted stock incentive plan (Draft) and its summary, the proposal on the performance evaluation measures of the company’s 2021 A-share restricted stock incentive plan, and the proposal on the company’s equity incentive management measures Proposals such as the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the restricted stock incentive plan. This incentive plan is a restricted stock incentive plan.
(I) items specified in this incentive plan
After reviewing the incentive plan (Draft), the incentive plan includes “interpretation”, “purpose of implementing the plan”, “management organization of the plan”, “determination basis and scope of incentive objects”, “number and source of underlying shares involved in the plan”, “time arrangement of the plan”, “grant price of restricted shares and its determination method” “Conditions for granting rights and interests of incentive objects and lifting restrictions on sales”, “adjustment methods and procedures of restricted stocks”, “accounting treatment of restricted stocks”, “procedures for granting rights and interests of the company and lifting restrictions on sales of incentive objects”, “respective rights and obligations of the company and incentive objects”, “transaction treatment”, “change and termination of the plan”, “principle of restricted stock repurchase” “Other important matters”, etc.
After verification, our lawyers believe that the matters specified in the incentive plan (Draft) comply with the provisions of Article 9 of the administrative measures.
(II) specific contents of this incentive plan
According to the incentive plan (Draft), this incentive plan is a restricted stock incentive plan, and the specific contents are as follows:
1. Purpose of this incentive plan
According to the incentive plan (Draft), the purpose of this incentive plan is to “further establish and improve the company’s long-term incentive mechanism, attract and retain excellent talents, fully mobilize the enthusiasm of core employees, and effectively combine the interests of shareholders, the company and employees.”
After verification, our lawyers believe that the incentive plan of the company defines the implementation purpose and complies with the provisions of item (I) of Article 9 of the management measures.
2. Determination basis and scope of incentive objects in this incentive plan
According to the incentive plan (Draft), the legal basis for determining the incentive object of the incentive plan is “determined in accordance with the company law, securities law, guidelines, management measures and other relevant laws, regulations, normative documents and the relevant provisions of the articles of association, and in combination with the actual situation of the company”. The job basis is “the incentive objects of this plan are the company’s directors, senior managers, other leading group members, the company’s direct management personnel, core technical skills personnel, etc. the incentive objects of this plan do not include supervisors and independent directors.”
The incentive object of this incentive plan is no more than 262 people, including directors, senior managers, other leading group members, direct management personnel, core technical skills, etc. All incentive objects must have labor relations with the company or its subsidiaries or hold positions in the company or its subsidiaries. The incentive objects involved in this incentive plan do not include independent directors, supervisors, shareholders or actual controllers who individually or jointly hold more than 5% of the company’s shares and their spouses, parents and children. The incentive objects reserved for grant shall be determined within 12 months after the plan is considered and approved by the general meeting of shareholders, and the incentive objects granted for the first time in the plan shall not be granted again.
The incentive object complies with the provisions of Article 8 of the administrative measures, and there are no following circumstances that may not be the incentive object:
(I) being identified as inappropriate by the stock exchange within the last 12 months;
(II) being identified as an inappropriate candidate by the CSRC and its dispatched offices within the last 12 months;
(III) latest
