Beijing Zhonglun law firm
About Shandong Shida Shenghua Chemical Group Company Limite(603026)
Of 2022 stock option incentive plan (Draft)
Legal opinion
May, 2002
Beijing Shanghai Shenzhen Guangzhou Wuhan Chongqing Qingdao Hangzhou Nanjing Haikou Hong Kong Tokyo London New York Los Angeles San Francisco Almaty
catalogue
1、 Subject qualification of this incentive plan- 5 - II. Legality and compliance of the incentive plan- 7 - III. legal procedures to be performed by this incentive plan- 17 - IV. information disclosure of this incentive plan- 19 - V. impact of the incentive plan on the interests of the company and all shareholders- 20 - VI. related directors avoid voting- 20 - VII. Concluding observations- 21 -
interpretation
Unless otherwise specified in this legal opinion, the following words have the following meanings in this legal opinion:
Company / Shandong Shida Shenghua Chemical Group Company Limite(603026) means Shandong Shida Shenghua Chemical Group Company Limite(603026)
Incentive plan (draft refers to the stock option incentive plan of Shandong Shida Shenghua Chemical Group Company Limite(603026) 2022)
This incentive plan refers to the stock option incentive plan (Draft) of Shandong Shida Shenghua Chemical Group Company Limite(603026) 2022
Incentive objects refer to the directors, senior managers, middle and senior managers and core backbone personnel of the company (including subsidiaries) who obtain stock options in accordance with the provisions of the incentive plan
Stock option refers to the right granted by the company to the incentive object to purchase a certain number of shares of the company under predetermined conditions within a certain period of time in the future
Grant date refers to the date on which the company grants stock options to incentive objects, and the grant date must be the trading day
According to the stock option incentive plan, the exercise of the stock options owned by the incentive object refers to the behavior. In this incentive plan, the exercise of the right is the behavior of the incentive object to purchase the subject stock according to the conditions set in the incentive plan
The exercisable date refers to the date when the incentive object can start exercising the right. The exercisable date must be the trading day
The exercise price refers to the price determined by the company when granting stock options to the incentive object and the incentive object purchases Shi dashenghua's shares
Exercise conditions refer to the conditions that must be met by the incentive object to exercise the stock option according to the incentive plan
Company Law refers to the company law of the people's Republic of China
Securities Law refers to the securities law of the people's Republic of China
The Administrative Measures refer to the administrative measures for equity incentive of listed companies
The articles of association refers to the Shandong Shida Shenghua Chemical Group Company Limite(603026) articles of association
CSRC refers to the China Securities Regulatory Commission
Beijing Zhonglun law firm
Yuan means RMB yuan
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Beijing Zhonglun law firm
About Shandong Shida Shenghua Chemical Group Company Limite(603026)
Of 2022 stock option incentive plan (Draft)
Legal opinion
To: Shandong Shida Shenghua Chemical Group Company Limite(603026)
Beijing Zhonglun law firm (hereinafter referred to as "the firm") as a special legal consultant hired by Shandong Shida Shenghua Chemical Group Company Limite(603026) (hereinafter referred to as " Shandong Shida Shenghua Chemical Group Company Limite(603026) " or "the company"), 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") and the measures for the administration of equity incentive of listed companies (hereinafter referred to as the "administrative measures") issued by the China Securities Regulatory Commission (hereinafter referred to as the "CSRC") and other relevant laws, regulations and normative documents, in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, This legal opinion is issued on the basis of checking the relevant facts involved in the company's 2022 stock option incentive plan (Draft) (hereinafter referred to as the "incentive plan").
With respect to the documents, materials and statements provided by the company, we and our lawyers have obtained the following guarantees from the company: (1) all signatures and seals on the documents are true;
(2) The originals of all documents provided to the firm and its lawyers are true;
(3) Copies of all documents provided to the firm and its lawyers are consistent with their originals;
(4) The facts stated in these documents are true, accurate and complete without omission and / or misleading.
In order to issue this legal opinion, our lawyer hereby makes the following statement:
(1) This legal opinion is issued in accordance with the applicable Chinese laws, regulations and normative documents based on the facts that have occurred or existed before the date of issuance of this legal opinion.
(2) Our firm and our lawyers' understanding of the relevant facts involved in this legal opinion ultimately depends on the documents, materials and statements provided by the company to our firm and our lawyers, and the company has guaranteed its authenticity, accuracy and completeness to our firm and our lawyers.
(3) This legal opinion only expresses opinions on the legal issues related to the incentive plan, and does not express opinions on the rationality of the assessment standards and other aspects involved in the incentive plan, as well as accounting, finance and other non legal professional matters.
(4) We and our lawyers are convinced that there are no false records, misleading statements and major omissions in this legal opinion.
(5) The firm and its lawyers agree to submit and disclose the legal opinion as a necessary legal document for the company to implement the incentive plan together with other materials, and are willing to bear corresponding legal liabilities for this legal opinion.
(6) The firm and its lawyers agree that the company may quote the relevant contents of this legal opinion in the relevant documents prepared for the implementation of this incentive plan, but when the company makes the above quotation, it shall not cause legal ambiguity or misinterpretation due to the quotation. The company has the right to review and confirm the corresponding contents of the above relevant documents again.
(7) This legal opinion is only used by the company for the purpose of this incentive plan, and shall not be used for any other purpose without the written consent of the exchange and its lawyers.
(8) The company has carefully read this legal opinion and confirmed that the facts quoted or cited in this legal opinion are true, accurate and complete without any false records, misleading statements or major omissions. Based on the above, we hereby issue legal opinions for Shandong Shida Shenghua Chemical Group Company Limite(603026) this incentive plan as follows:
1、 Subject qualification of this incentive plan
(I) Shandong Shida Shenghua Chemical Group Company Limite(603026) now holds the business license issued by Dongying market supervision administration. The main information of industrial and commercial registration is as follows:
Unified social credit code 91370000745694238l
Address: No. 198, Tongxing Road, Kenli District, Dongying City, Shandong Province
Legal representative: Guo Tianming
Registered capital: 202.68 million yuan
Company type Co., Ltd
Date of establishment: December 31, 2002
Business term: December 31, 2002 to long term
Propylene oxide, dichloropropane, propylene and liquefied petroleum within the scope of license approval
Gas, crude benzene, methyl tert butyl ether, dimethyl carbonate, diethyl carbonate, propylene carbonate
Alkenyl ester, solvent oil, methyl ethyl carbonate, xylene, mixed benzene, heavy oil, mixed carbon
Business scope v. production of fuel oil, crude propanol, liquid hydrocarbon, mixed aromatics, ethylene material and propylene glycol
Production and sales (the term of validity is subject to the license); Research, development and technical services of new petrochemical technologies, new materials and new products (excluding products restricted by the state).
(for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments
Move).
According to the relevant documents provided by the company and verified by our lawyers, Shandong Shida Shenghua Chemical Group Company Limite(603026) is a joint stock limited company legally established and validly existing, and its shares have been listed and traded in Shanghai Stock Exchange. The securities are referred to as " Shandong Shida Shenghua Chemical Group Company Limite(603026) " and the securities code is Shandong Shida Shenghua Chemical Group Company Limite(603026) .
As of the date of issuance of this legal opinion, the company has not been terminated in accordance with laws, regulations, rules and other normative documents or the provisions of Shandong Shida Shenghua Chemical Group Company Limite(603026) articles of Association (hereinafter referred to as the "articles of association").
(II) Shandong Shida Shenghua Chemical Group Company Limite(603026) there are no following circumstances under which equity incentive shall not be implemented as stipulated in Article 7 of the administrative measures:
According to the audit report and financial statements of Shandong Shida Shenghua Chemical Group Company Limite(603026) 2021 (xksbz [2022] No. zg10534), internal control audit report of 2021 (xksbz [2022] No. zg10535), annual report of 2021, annual report of 2020, annual report of 2019 and articles of Association issued by Lixin Certified Public Accountants (special general partnership), and verified by our lawyers, The company does not have the situation that 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 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, articles of association and public commitments in the last 36 months after listing;
4. Equity incentive is prohibited by laws and regulations;
5. Other circumstances recognized by the CSRC.
In conclusion, our lawyers believe that Shandong Shida Shenghua Chemical Group Company Limite(603026) is a joint stock limited company established and validly existing according to law, and there is no situation that should be terminated according to laws, regulations and the articles of Association Shandong Shida Shenghua Chemical Group Company Limite(603026) there is no circumstance that equity incentive is not allowed as stipulated in Article 7 of the administrative measures Shandong Shida Shenghua Chemical Group Company Limite(603026) have the subject qualification to implement the incentive plan according to law.
2、 Legality and compliance of this incentive plan
On May 3, 2022, Shandong Shida Shenghua Chemical Group Company Limite(603026) held the 17th meeting of the seventh board of directors, deliberated and adopted the Shandong Shida Shenghua Chemical Group Company Limite(603026) 2022 stock option incentive plan (Draft) (hereinafter referred to as "incentive plan (Draft)") and its summary. After verification, the main contents of the incentive plan (Draft) are as follows:
(I) purpose and principle of the incentive plan
According to the incentive plan (Draft), Shandong Shida Shenghua Chemical Group Company Limite(603026) the purpose of this incentive plan is: 1. Establish and improve the benefit sharing mechanism between the management and the owner, realize the consistency of the interests of the company, shareholders and employees, and promote all parties to pay attention to the long-term development of the company, so as to bring more efficient and lasting returns to shareholders. 2. Further improve the corporate governance structure, improve the company's long-term and effective incentive and restraint mechanism, and ensure the long-term and stable development of the company. 3. Effectively mobilize the enthusiasm of managers and employees, attract and retain excellent management talents and business backbone, prevent brain drain and improve the cohesion and competitiveness of the company.
According to the incentive plan (Draft), Shandong Shida Shenghua Chemical Group Company Limite(603026) the principles of the incentive plan are as follows: 1. The principle of legal compliance. The company implements the equity incentive plan, performs the procedures in strict accordance with the provisions of laws and administrative regulations, and makes information disclosure truthfully, accurately, completely and timely. No one shall use the equity incentive plan to engage in securities fraud such as insider trading and manipulation of the securities market. 2. The principle of combining the company's assessment with the voluntary participation of employees. common
