Guohao law firm (Tianjin)
about
Guizhou Chanhen Chemical Corporation(002895)
Implementation of restricted stock incentive plan in 2022
Legal opinion
28th floor, China Life Insurance Company Limited(601628) financial center, 38 Qufu Road, Heping District, Tianjin zip code: 300042
28/F, China Life Financial Center, 38 Qufu Road, Heping District, Tianjin, China，30004
Tel: + 86 22 5899 9890 Fax: + 86 22 8558 667
Website: http://www.grandall.com.cn.
January 2022
interpretation
Unless otherwise specified in this legal opinion, the following abbreviations have the following meanings:
Our firm / our lawyers refer to Guohao law firm (Tianjin) and lawyers
Guizhou Chanhen Chemical Corporation(002895) / company means Guizhou Chanhen Chemical Corporation(002895)
A share refers to RMB common shares listed in China
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 measures for the administration of equity incentive refers to the measures for the administration of equity incentive of listed companies (revised in 2018)
Articles of association means the Guizhou Chanhen Chemical Corporation(002895) articles of association
CSRC refers to the China Securities Regulatory Commission
Stock exchange refers to Shenzhen Stock Exchange
This plan / incentive plan / this incentive is based on Guizhou Chanhen Chemical Corporation(002895) shares, and the restrictions on relevant employees refer to
Planned stock incentive plan
Incentive plan (Draft) refers to the Guizhou Chanhen Chemical Corporation(002895) 2022 restricted stock incentive plan (Draft)
Assessment management of incentive plan implementation restricted stock index in Guizhou Chanhen Chemical Corporation(002895) 2022
Measures for management of assessment of the implementation of ticket incentive plan
Yuan means RMB yuan
Guohao law firm (Tianjin)
About Guizhou Chanhen Chemical Corporation(002895)
Implementation of restricted stock incentive plan in 2022
Legal opinion
To: Guizhou Chanhen Chemical Corporation(002895)
Guohao law firm (Tianjin) (hereinafter referred to as “the firm”) accepts the entrustment of Guizhou Chanhen Chemical Corporation(002895) (hereinafter referred to as ” Guizhou Chanhen Chemical Corporation(002895) ” or “the company”) as the legal adviser for the company to implement the restricted stock incentive plan, This legal opinion is issued in accordance with the provisions of current laws, regulations, rules and other normative documents such as the company law, the securities law, the measures for the administration of securities legal business of law firms, the rules for the practice of securities legal business of law firms (for Trial Implementation), the measures for the administration of equity incentive of listed companies (2018 Amendment), etc.
Our lawyers only express legal opinions based on the facts that have occurred or existed before the date of issuance of this legal opinion. Our lawyers determine whether the inspected items are legal, compliant, true and effective based on the current effective (or effective when relevant facts occur) laws, regulations, rules and normative documents, the approval and confirmation made by the competent government departments, and our lawyers from state organs, organizations with the function of managing public affairs, accounting firms, asset appraisal institutions The judgment is based on the documents directly obtained by public institutions such as credit rating agencies and notaries, or the materials copied and copied by our lawyers from the above public institutions and confirmed by the institutions. For documents not directly obtained from the above public institutions, or materials copied and copied from the above public institutions but not confirmed by the above public institutions, our lawyers have conducted necessary verification and verification.
Our lawyers are not qualified to make professional judgment on accounting, auditing, asset evaluation and other non legal matters. Our lawyers’ legal opinions based on the documents directly obtained from accounting firms and asset appraisal institutions do not mean any express or implied guarantee for the authenticity, accuracy and completeness of the data and conclusions in the documents.
Our lawyers have strictly performed their statutory duties, followed the principles of diligence and good faith, and ensured that the facts identified in this legal opinion are true, accurate and complete, and the concluding opinions issued are legal and accurate. There are no false records, misleading statements or major omissions in this legal opinion. Our lawyers shall bear corresponding legal liabilities for the legal opinions issued according to law.
Guizhou Chanhen Chemical Corporation(002895) has assured the exchange that the written materials or oral testimony provided by it are true, accurate and complete, the relevant copies or copies are consistent with the original, and there are no false records, misleading statements or major omissions in any documents or facts provided.
As of the date of issuance of this legal opinion, neither the firm nor the signing lawyer holds Guizhou Chanhen Chemical Corporation(002895) shares, nor has a relationship with Guizhou Chanhen Chemical Corporation(002895) that may affect the fair performance of duties.
This legal opinion is only Guizhou Chanhen Chemical Corporation(002895) used for the purpose of implementing the incentive plan, and shall not be used for other purposes.
Our lawyers agree that Guizhou Chanhen Chemical Corporation(002895) quote some or all of the contents of this legal opinion in the relevant announcement documents of the incentive plan or as required by the regulatory authorities, but when Guizhou Chanhen Chemical Corporation(002895) makes the above quotation, it shall not lead to legal ambiguity or misinterpretation due to quotation.
Following the principles of prudence and importance, our lawyers independently, objectively and impartially issue the following legal opinions on the basis of checking relevant materials and facts:
1、 The company meets the conditions for equity incentive
(I) the company is legally established and validly existing
1. According to the information provided by the company and verified by our lawyers, Guizhou Chanhen Chemical Corporation(002895) is a joint stock limited company initiated and established by its predecessor Guizhou CHUANHENG Chemical Co., Ltd. in the form of overall change. With the approval of the reply on approving Guizhou Chanhen Chemical Corporation(002895) initial public offering of shares (zjxk [2017] No. 1444) issued by the CSRC on August 4, 2017, the initial public offering of Guizhou Chanhen Chemical Corporation(002895) shall not exceed RMB 40.01 million ordinary shares.
With the approval of Shenzhen Stock Exchange, Guizhou Chanhen Chemical Corporation(002895) 40.01 million shares publicly issued were listed and traded on the small and medium-sized board of Shenzhen Stock Exchange on August 25, 2017. The stock is abbreviated as ” Guizhou Chanhen Chemical Corporation(002895) ” and the stock code is “002895”.
2. Guizhou Chanhen Chemical Corporation(002895) now holds the business license (Unified Social Credit Code: 9152270274114019k) issued by the Administration for Industry and Commerce of Qiannan Buyei and Miao Autonomous Prefecture of Guizhou Province on August 4, 2021,
According to the business license, Guizhou Chanhen Chemical Corporation(002895) was established on November 25, 2002; The type is limited liability company (listed); The domicile is Longchang town, Fuquan City, Qiannan Buyei and Miao Autonomous Prefecture, Guizhou Province; The legal representative is Wu Haibin; The registered capital is 488.423 million yuan; If the business scope is “prohibited by laws, regulations and decisions of the State Council, it shall not operate; if the laws, regulations and decisions of the State Council require permission (examination and approval), it shall operate with the permission (examination and approval) documents after being approved by the examination and approval authority; if the laws, regulations and decisions of the State Council require no permission (examination and approval) , market players choose to operate independently. Calcium dihydrogen phosphate, calcium hydrogen phosphate, potassium dihydrogen phosphate, sodium dihydrogen phosphate, monoammonium phosphate, ammonium polyphosphate, acid heavy superphosphate, urea phosphate, large element water-soluble fertilizer, mixed fertilizer (BB fertilizer), compound fertilizer (compound fertilizer), organic-inorganic compound fertilizer, chemical fertilizer, sulfuric acid, phosphoric acid, soil conditioner, water quality conditioner (modifier), phosphogypsum and its products Production and sales of fluorosilicic acid, sodium fluorosilicate, iron phosphate, lithium iron phosphate and lithium hexafluorophosphate; Providing agrochemical services; Purchase and sale of feed additives and fertilizer products; Purchase and sale of phosphate rock, calcium carbonate, sulfur, liquid ammonia, hydrochloric acid, coal, soda ash, sodium sulfate, lime, hydrogen peroxide (excluding hazardous chemicals), nitric acid, sodium hydroxide (liquid alkali), Wujinjiaodian and spare parts; The export business of self-produced products of the enterprise and the import business of mechanical equipment, spare parts and raw and auxiliary materials required by the enterprise, except for the Commodities Limited or prohibited by the state. (if a licensed business project is involved, it can be operated only after obtaining the permission of relevant departments) “.
(II) the company is not allowed to implement the equity incentive plan
According to the standard unqualified audit report (No.: xyzh / 2021cdaa40004) and internal control assurance report (No.: xyzh / 2021cdaa40007) issued by ShineWing Certified Public Accountants (special general partnership), the company promises and verified by our lawyers, as of the date of issuance of this legal opinion, The company does not have the following circumstances under which the equity incentive plan shall not be implemented as stipulated in Article 7 of the measures for the administration of equity incentive:
1. An audit report with a negative opinion or unable to express an opinion on the financial and accounting report of the most recent fiscal year 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 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 not allowed according to laws and regulations;
5. Other circumstances recognized by the CSRC.
After verification, our lawyers believe that Guizhou Chanhen Chemical Corporation(002895) is a joint stock limited company established and effectively existing according to law, and its shares are listed and traded on the small and medium-sized board (now the main board) of Shenzhen Stock Exchange; As of the date of issuance of this legal opinion, Guizhou Chanhen Chemical Corporation(002895) has not been terminated or dissolved in accordance with laws, regulations, rules and other normative documents or the articles of association, nor has it been prohibited from implementing the equity incentive plan as stipulated in Article 7 of the measures for the administration of equity incentive, Guizhou Chanhen Chemical Corporation(002895) is qualified to implement the incentive plan, Meet the conditions for equity incentive specified in the measures for the administration of equity incentive.
2、 Legality and compliance of the content of this incentive plan
On January 13, 2022, Guizhou Chanhen Chemical Corporation(002895) the 12th meeting of the third board of directors deliberated and approved the proposal on the “2022 restricted stock incentive plan (Draft)” and its summary “and the proposal on the” measures for the administration of the implementation and assessment of the 2022 restricted stock incentive plan “related to the equity incentive plan. In accordance with the relevant provisions of the measures for the administration of equity incentive and other laws and regulations, our lawyers checked the contents of the incentive plan (Draft) item by item and expressed the following opinions:
(I) purpose of this incentive plan
According to the provisions of Chapter II of the incentive plan (Draft): in order to further establish and improve the company’s long-term incentive mechanism, attract and retain talents, fully mobilize the enthusiasm of the company’s directors, senior managers, middle managers and technical (business) backbone, and effectively combine the interests of shareholders, the company and the personal interests of the core team, Make all parties concerned about the long-term development of the company. On the premise of fully protecting the interests of shareholders, this incentive plan is formulated in accordance with the principle of equal income and contribution, relevant laws, regulations and normative documents such as the company law, the securities law, the measures for the administration of equity incentive and the articles of association.
Our lawyers believe that the incentive plan (Draft) clearly stipulates the purpose of Guizhou Chanhen Chemical Corporation(002895) implementing the incentive plan, which is in line with the provisions of paragraph (I) of Article 9 of the measures for the administration of equity incentive.
(II) determination basis and scope of incentive objects in this incentive plan
1. According to the provisions of Chapter IV of the incentive plan (Draft), the basis for determining the incentive objects of the equity incentive plan is as follows:
(1) Legal basis for determining incentive objects
The incentive objects of the incentive plan are determined in accordance with the company law, the securities law, the measures for the administration of equity incentive and other relevant laws, 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 the company’s directors, senior managers, middle managers and technical (business) backbone (excluding the company’s independent directors, supervisors and shareholders or actual controllers who individually or jointly hold more than 5% of the company’s shares and their spouses, parents and children).
2. According to the provisions of Chapter IV of the incentive plan (Draft), a total of 483 incentive objects are granted for the first time in this incentive plan, including directors, senior managers, middle managers and technical (business) backbone of the company.
3. According to the incentive plan (Draft), the resolution of the board of supervisors of the company and the verification of our lawyers, the above incentive objects do not include the independent directors and supervisors of the company, nor the shareholders or actual controllers who individually or jointly hold more than 5% of the shares of the company and their spouses, parents and children.
4. The incentive objects involved in the reserved rights and interests shall be proposed by the board of directors within 12 months after the incentive plan is considered and approved by the general meeting of shareholders. After the independent directors and the board of supervisors express clear opinions, lawyers express professional opinions and issue legal opinions, the company shall timely and accurately disclose and disclose the relevant information of the current incentive objects as required. If the grant object is not specified for more than 12 months, the reserved rights and interests shall become invalid. The criteria for determining the incentive object of reserved rights and interests shall be determined with reference to the criteria for the first grant.
5. According to the incentive plan (Draft), the directors of the incentive objects must be elected by the general meeting of shareholders, the senior managers must be appointed by the board of directors, and all incentive objects must have employment, employment or labor relations with the company within the validity of the incentive plan.
6. As of the date of issuance of this legal opinion, the incentive object of this incentive plan does not have the following circumstances that may not be the incentive object specified in Article 8 of the measures for the administration of equity incentive:
(1) Being identified as inappropriate by the stock exchange within the last 12 months;
