about
Nanjing Shenghang Shipping Co.Ltd(001205)
Adjustment and initial grant of restricted stock incentive plan in 2021
of
Legal opinion
January 2002
about
Nanjing Shenghang Shipping Co.Ltd(001205)
Adjustment and initial grant of restricted stock incentive plan in 2021
of
Legal opinion
Nanjing Shenghang Shipping Co.Ltd(001205) ：
Beijing Jingtian Gongcheng law firm (hereinafter referred to as "the firm") has accepted the entrustment of Nanjing Shenghang Shipping Co.Ltd(001205) (hereinafter referred to as " Nanjing Shenghang Shipping Co.Ltd(001205) " or "the company") as the special legal adviser of the company's restricted stock incentive plan in 2021 (hereinafter referred to as "the incentive plan" or "the incentive plan" or "the incentive plan"), This legal opinion is issued on matters related to the adjustment of this incentive plan and the first grant (hereinafter referred to as "this grant").
In order to issue this legal opinion, our lawyers have reviewed the Nanjing Shenghang Shipping Co.Ltd(001205) 2021 restricted stock incentive plan (hereinafter referred to as the "incentive plan"), the measures for the administration of the assessment of the implementation of Nanjing Shenghang Shipping Co.Ltd(001205) 2021 restricted stock incentive plan (hereinafter referred to as the "assessment measures"), relevant meeting documents of the company, opinions of independent directors The company's written confirmation or commitment and other documents that the lawyers of the firm 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, administrative regulations, normative documents and the requirements of our business rules and in the principle of prudence and importance.
Our lawyer hereby makes the following statement on the issuance of this legal opinion:
1. Our lawyers have been guaranteed by Nanjing Shenghang Shipping Co.Ltd(001205) in the process of work, that is, the company has provided our lawyers with the original written materials, copies and oral testimony that our lawyers believe are necessary for the preparation of legal opinions, and the documents and materials provided are true, complete and effective without concealment, falsehood and major omissions.
2. According to 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") and 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 "measures") promulgated by the China Securities Regulatory Commission (hereinafter referred to as the "CSRC") and the guidelines for business handling of listed companies of Shenzhen Stock Exchange No. 9 - equity incentive promulgated by Shenzhen Stock Exchange (hereinafter referred to as the "Shenzhen Stock Exchange") and other current national laws and regulations Express legal opinions on relevant provisions of normative documents.
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, Nanjing Shenghang Shipping Co.Ltd(001205) or other relevant units and the publicly available information of the competent department as the basis for making this legal opinion.
4. Our lawyers have strictly performed their statutory duties and followed the principles of diligence and good faith 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, It has conducted sufficient verification and verification to 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 shall bear corresponding legal liabilities.
5. This legal opinion only expresses legal opinions on legal issues in China related to this incentive plan, and only expresses legal opinions in accordance with the current Chinese laws. The exchange will not express opinions on professional matters and reports other than accounting, audit, asset evaluation, financial analysis, investment decision-making, business development and other laws. The quotation of some data and conclusions in the relevant financial statements, audit reports or business reports in this legal opinion does not mean that the exchange makes any express or implied guarantee for the authenticity, accuracy and completeness of these data and conclusions. The firm and its lawyers are not qualified to verify and evaluate such data, reports and conclusions.
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. In accordance with the company law, securities law, administrative measures, listing rules and other laws, regulations, normative documents and the articles of association of Nanjing Shenghang Shipping Co.Ltd(001205) (hereinafter referred to as the "articles of association"), the exchange issues the following legal opinions:
1、 Approval and authorization granted this time
1. On December 14, 2021, the company held the 13th meeting of the third board of directors, The proposal on and its summary, the proposal on < Nanjing Shenghang Shipping Co.Ltd(001205) 2021 restricted stock incentive plan implementation and assessment management measures, the proposal on submitting to the general meeting of shareholders of the company to authorize the board of directors to handle matters related to 2021 restricted stock incentive plan and other relevant proposals were reviewed and adopted, And the related directors have avoided voting on relevant proposals.
2. On December 14, 2021, the independent directors of the company expressed independent opinions on matters related to the incentive plan (Draft), held that the implementation of the restricted stock incentive plan in 2021 by the company is conducive to the sustainable development of the company and will not damage the legitimate rights and interests of the company and all shareholders, and unanimously agreed that the company will implement the restricted stock incentive plan in 2021, And submit relevant matters to the general meeting of shareholders of the company for deliberation.
3. On December 14, 2021, the company held the 8th meeting of the 3rd board of supervisors, deliberated and adopted the proposal on and its summary, the proposal on , and other relevant proposals. The board of supervisors issued review opinions on the incentive plan (Draft), and considered that the contents of the restricted stock incentive plan (Draft) for Nanjing Shenghang Shipping Co.Ltd(001205) 2021 and its abstract comply with the provisions of the company law, the securities law, the measures for the administration of equity incentive of listed companies and other relevant laws, regulations and normative documents.
The implementation of this incentive plan will be conducive to the sustainable development of the company, and there will be no damage to the interests of the company and all shareholders.
4. From December 15, 2021 to December 24, 2021, the company publicized the names and positions of the incentive objects granted for the first time in the incentive plan. During the publicity period, the board of supervisors of the company did not receive any objection to some incentive objects granted for the first time by this incentive plan.
5. On December 25, 2021, the company opened the website of Shenzhen Stock Exchange（ http://www.szse.cn./ ）And tide information network（ http://www.cn.info.com.cn./ ）Disclosed the audit opinions and publicity statement of the Nanjing Shenghang Shipping Co.Ltd(001205) board of supervisors on the list of incentive objects first granted by the company's restricted stock incentive plan in 2021, and confirmed that the personnel listed in the list of incentive objects first granted by the incentive plan meet the conditions of incentive objects specified in relevant laws, regulations and normative documents and the scope of incentive objects specified in the incentive plan, The subject qualification as the incentive object of the incentive plan is legal and effective.
6. On December 30, 2021, the company held the fourth extraordinary general meeting of shareholders in 2021, The proposal on < Nanjing Shenghang Shipping Co.Ltd(001205) 2021 restricted stock incentive plan (Draft) and its summary, the proposal on < Nanjing Shenghang Shipping Co.Ltd(001205) 2021 restricted stock incentive plan implementation assessment management measures, the proposal on submitting the company's general meeting to authorize the board of directors to handle matters related to 2021 restricted stock incentive plan and other relevant proposals were reviewed and adopted, Authorize the board of directors to determine the grant date of the incentive plan, grant restricted shares to the incentive objects when the incentive objects meet the conditions, and handle all matters necessary for the grant of restricted shares.
7. On December 31, 2021, the company opened the website of Shenzhen Stock Exchange（ http://www.szse.cn./ ）And tide information network（ http://www.cn.info.com.cn./ ）Disclosed the Nanjing Shenghang Shipping Co.Ltd(001205) self inspection report on the trading of company shares by insiders and incentive objects of the restricted stock incentive plan in 2021.
8. According to the authorization of the fourth extraordinary general meeting of shareholders in 2021, the company held the 15th meeting of the third board of directors on January 13, 2022, deliberated and adopted the proposal on adjusting the list and number of incentive objects granted for the first time in the 2021 restricted stock incentive plan and the proposal on granting restricted shares to incentive objects for the first time, The board of Directors considers that the granting conditions of the company's restricted stock incentive plan in 2021 have been met, and agrees to grant 1.68 million restricted shares to 50 eligible incentive objects at the grant price of 11.7 yuan / share with January 13, 2022 as the first grant date. The independent directors of the company have expressed their independent opinions on the above matters.
9. On January 13, 2022, the company held the 10th meeting of the third board of supervisors, deliberated and adopted the proposal on adjusting the list and number of incentive objects granted for the first time in the 2021 restricted stock incentive plan and the proposal on granting restricted shares to incentive objects for the first time, The board of supervisors believes that this adjustment meets the requirements of the company's 2021 restricted stock incentive plan and relevant laws and regulations, and there is no damage to the interests of shareholders. The adjusted incentive objects meet the incentive object conditions specified in the management measures and other laws, regulations and normative documents, and they are legal and effective as the incentive objects of this incentive plan; It is agreed that the first grant date of this incentive plan is January 13, 2022, and it is agreed to grant 1.68 million restricted shares to 50 eligible incentive objects at the grant price of 11.7 yuan / share.
In conclusion, our lawyers believe that as of the date of issuance of this legal opinion, the company has performed the necessary approval and authorization for the relevant matters granted at this stage, which is in line with the management measures and the relevant provisions of this incentive plan.
2、 Adjustment of relevant matters of this incentive plan
According to the authorization of the fourth extraordinary general meeting of shareholders of the company in 2021 to the board of directors, the 15th meeting of the third board of directors of the company deliberated and adopted the proposal on adjusting the list and number of incentive objects granted for the first time in the 2021 restricted stock incentive plan. The adjustment of relevant matters of the incentive plan is as follows:
In view of the fact that the two incentive objects voluntarily give up the subscription of the restricted shares to be granted by the company for personal reasons, in accordance with the relevant provisions of the company's restricted stock incentive plan in 2021 and the authorization of the company's fourth extraordinary general meeting in 2021, it is agreed to adjust the list and number of incentive objects granted for the first time in the incentive plan. The specific adjustment contents are as follows: the number of incentive objects granted for the first time in the incentive plan is adjusted from 52 to 50, and the number of restricted shares granted for the first time is adjusted from 1.72 million shares to 1.68 million shares; The total number of restricted shares to be granted in the incentive plan is adjusted from 2 million shares to 1.96 million shares, and the reserved granting part of 280000 shares remains unchanged. In addition to the above adjustments, other contents of the restricted stock incentive plan implemented this time are consistent with the incentive plan deliberated and approved by the fourth extraordinary general meeting of shareholders in 2021, and there are no other differences.
The 10th meeting of the third session of the board of supervisors of the company deliberated and approved the proposal on adjusting the list of incentive objects and the number of awards granted for the first time in the 2021 restricted stock incentive plan. The board of supervisors considered that the adjustment was in line with the requirements of the company's 2021 restricted stock incentive plan and relevant laws and regulations, and there was no damage to the interests of shareholders, The adjusted incentive objects meet the incentive object conditions specified in the management measures and other laws, regulations and normative documents, and they are legal and effective as the incentive objects of this incentive plan.
In conclusion, our lawyers believe that the adjustment of the list of incentive objects and the number of awards granted for the first time in the incentive plan has been subject to the necessary approval and authorization, and the adjustment contents and procedures comply with the management measures and the relevant provisions of the incentive plan.
3、 Details of this grant
（1） Date of this grant
According to the proposal on the first grant of restricted shares to incentive objects deliberated and adopted at the 15th meeting of the third board of directors and the 10th meeting of the third board of supervisors, the grant date of this grant is January 13, 2022.
The independent directors of the company expressed independent opinions on matters related to the grant, considered that the grant conditions specified in the company's restricted stock incentive plan in 2021 had been met, agreed that the first grant date of the company's incentive plan was January 13, 2022, and agreed to grant 1.68 million restricted shares to 50 eligible incentive objects at the grant price of RMB 11.7/share.
According to the description of the company and the verification of the lawyers of the exchange, the grant date of this grant is the trading day, and within 60 days from the date when the incentive plan is reviewed and approved by the fourth extraordinary general meeting of the company in 2021, and not during the following periods: (1) if the announcement date of the periodic report is delayed due to special reasons within 30 days before the announcement date of the company's periodic report, it shall be calculated from 30 days before the original scheduled announcement date, To the day before the announcement; (2) Company performance forecast and performance
