Shanghai jintiancheng law firm
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Shanxi Taigang Stainless Steel Co.Ltd(000825)
Legal opinion on the granting of restricted shares under the A-share restricted stock incentive plan in 2021
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Shanghai jintiancheng law firm
About Shanxi Taigang Stainless Steel Co.Ltd(000825)
A-share restricted stock incentive plan in 2021
Legal opinion
01f202200682 to: Shanxi Taigang Stainless Steel Co.Ltd(000825)
Shanghai jintiancheng law firm (hereinafter referred to as “the firm”) accepts the entrustment of Shanxi Taigang Stainless Steel Co.Ltd(000825) (hereinafter referred to as “the company” or ” Shanxi Taigang Stainless Steel Co.Ltd(000825) “), and acts as the special legal adviser of the company’s 2021 A-share restricted stock incentive plan (hereinafter referred to as “the equity incentive plan”) in accordance with the special legal adviser contract signed between Shanxi Taigang Stainless Steel Co.Ltd(000825) and the firm, In accordance with the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), the company law of the people’s Republic of China, the measures for the administration of equity incentive of listed companies, the Trial Measures for the implementation of equity incentive by state-controlled listed companies (within China), the notice on issues related to regulating the implementation of equity incentive system by state-controlled listed companies, and the guidelines for the implementation of equity incentive by listed companies controlled by central enterprises This legal opinion is issued in accordance with the provisions of relevant laws, regulations, rules and normative documents such as the stock listing rules of Shenzhen Stock Exchange.
Declaration matters
1、 In accordance with the provisions of the securities law, the measures for the administration of securities legal business of 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 firm and its handling lawyers have strictly performed their statutory duties, followed the principles of diligence, good faith and full 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.
2、 The exchange and its handling lawyers only express opinions on legal issues related to the company’s equity incentive plan, but do not express opinions on professional matters such as accounting and auditing. The quotation of some data and conclusions in relevant accounting reports and audit reports in this legal opinion does not mean that the exchange makes any express or implied guarantee for the authenticity and accuracy of such data and conclusions.
3、 The issuance of this legal opinion has been guaranteed by the company as follows:
(I) the company has provided the original written materials, copies, copies, confirmation letters or certificates required by the exchange to issue this legal opinion;
(II) the documents and materials provided by the company to the exchange are true, accurate, complete and effective without concealment, falsehood and major omissions. If the documents and materials are copies or copies, they shall be consistent with the original; (III) the signatures and seals in various documents and materials submitted by the company to the exchange are true and correct, and the statements made by relevant personnel of the company in the process of investigation and verification by lawyers of the exchange are true and valid;
(IV) the signatories of all documents and materials submitted by the company to the exchange have full civil capacity, and their signing has been properly and effectively authorized.
4、 This legal opinion is only used by the company for the purpose of this equity incentive plan, and shall not be used for any other purpose without the written consent of the exchange. Our lawyers agree to take this legal opinion as an integral part of the company’s application materials for this equity incentive plan or make public disclosure, and bear responsibility for the contents of this legal opinion according to law.
Based on the above, the firm and its handling lawyers have issued the following legal opinions in accordance with relevant laws, regulations, rules and relevant provisions of the CSRC and in accordance with the recognized business standards, ethics and diligence spirit of the lawyer industry.
interpretation
In this legal opinion, unless the context otherwise requires, the following words or abbreviations have the following meanings:
Shanxi Taigang Stainless Steel Co.Ltd(000825) . Company refers to Shanxi Taigang Stainless Steel Co.Ltd(000825)
This plan and this equity incentive refer to Shanxi Taigang Stainless Steel Co.Ltd(000825) 2021 A-share restricted stock incentive plan
Incentive plan (revised draft refers to the revised Shanxi Taigang Stainless Steel Co.Ltd(000825) 2021 A-share restricted stock incentive plan) (Revised Draft)
The articles of association refers to the Shanxi Taigang Stainless Steel Co.Ltd(000825) articles of association
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 Trial Measures refer to the Trial Measures for the implementation of equity incentive by state-controlled listed companies (domestic)
The guidelines refer to the guidelines for the implementation of equity incentive by listed companies controlled by central enterprises
CSRC refers to the China Securities Regulatory Commission
Shenzhen stock exchange refers to Shenzhen Stock Exchange
Shanghai jintiancheng law firm
Yuan and 10000 yuan refer to RMB yuan and 10000 yuan
Shanghai jintiancheng law firm’s legal opinion on Shanxi Shanxi Taigang Stainless Steel Co.Ltd(000825) Steel Co., Ltd. refers to the legal opinion on the granting of restricted shares in the company’s A-share restricted stock incentive plan in 2021
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1、 Authorization and approval of the grant of the equity incentive plan
According to the meeting documents provided by the company and verified, as of the issuance date of this legal opinion, the company has performed the following procedures on the granting of this equity incentive plan:
1. On December 30, 2021, Shanxi Taigang Stainless Steel Co.Ltd(000825) held the 20th meeting of the 8th board of directors, Deliberated and approved proposals such as the 2021 A-share restricted stock incentive plan (Draft) and its abstract, the proposal on formulating the performance evaluation measures of the 2021 A-share restricted stock incentive plan, the proposal on formulating the equity incentive management measures, and the proposal on submitting the general meeting of shareholders to authorize the board of directors to handle matters related to the restricted stock incentive plan.
2. On December 30, 2021, Shanxi Taigang Stainless Steel Co.Ltd(000825) independent directors expressed their independent opinions on the equity incentive plan. They believed that the implementation of the equity incentive plan by the company was conducive to the sustainable and healthy development of the company and would not harm the interests of the company and all shareholders. They unanimously agreed that the company should implement the equity incentive plan and submitted relevant matters to the general meeting of shareholders for deliberation.
3. On December 30, 2021, Shanxi Taigang Stainless Steel Co.Ltd(000825) held the 8th meeting of the 8th board of supervisors, deliberated and adopted the “2021 A-share restricted stock incentive plan (Draft)” and its summary “,” proposal on formulating the performance evaluation measures of 2021 A-share restricted stock incentive plan “and” proposal on formulating the management measures of equity incentive “.
On the same day, Shanxi Taigang Stainless Steel Co.Ltd(000825) the board of supervisors also issued the verification opinions on the company’s restricted stock incentive plan (Draft) in 2021, believing that the company’s implementation of this restricted stock incentive plan can further improve the corporate governance structure, establish and improve the company’s long-term incentive and restraint mechanism, attract and retain outstanding talents such as senior management and core technology, and fully mobilize their enthusiasm and creativity, Effectively enhance the team cohesion and core competitiveness of the enterprise, which is conducive to the sustainable development of the company. The incentive scope of the restricted stock incentive plan (Draft) in 2021 meets the incentive object conditions specified in the administrative measures for equity incentive of listed companies and the guidelines for the implementation of equity incentive by listed companies controlled by central enterprises.
4. On May 6, 2022, Shanxi Taigang Stainless Steel Co.Ltd(000825) issued the announcement that the company’s 2021 A-share restricted stock incentive plan was approved by the state owned assets supervision and Administration Commission of the State Council, stating that the state owned assets supervision and Administration Commission of the State Council has issued the reply on Shanxi Taigang Stainless Steel Co.Ltd(000825) implementation of restricted stock incentive plan, and agreed in principle to Shanxi Taigang Stainless Steel Co.Ltd(000825) implementation of restricted stock incentive plan.
5. On May 6, 2022, Shanxi Taigang Stainless Steel Co.Ltd(000825) held the 24th Meeting of the 8th board of directors and the 11th meeting of the 8th board of supervisors, and deliberated and adopted the 2021 A-share restricted stock incentive plan (Revised Draft) and its summary and other relevant proposals respectively. According to the incentive plan (Revised Draft), the number of incentive objects granted for the first time in the plan is adjusted from no more than 298 to no more than 287, and the number of restricted shares granted for the first time is adjusted from no more than 37.56 million shares to no more than 37.28 million shares, and the reserved number will not be changed. On the same day, Shanxi Taigang Stainless Steel Co.Ltd(000825) independent directors expressed their independent opinions and agreed that the company would implement the equity incentive plan according to the revised plan; The board of supervisors also issued verification opinions and believed that the incentive plan (Revised Draft) and its proposed incentive scope comply with the provisions of laws, regulations and normative documents, and there is no obvious damage to the interests of the company and all shareholders.
6. On May 7, 2022, Shanxi Taigang Stainless Steel Co.Ltd(000825) issued the announcement of Shanxi Taigang Stainless Steel Co.Ltd(000825) on the additional interim proposal and supplementary notice of the 2021 annual general meeting of shareholders, and submitted the relevant proposals of the equity incentive plan to the 2021 annual general meeting of shareholders held by the company on May 19, 2022 for deliberation. On the same day, the company issued the report of Shanxi Taigang Stainless Steel Co.Ltd(000825) independent directors’ public solicitation of entrusted voting rights, and Li Duansheng, the independent director, as the soliciter, solicited voting rights from all shareholders on the proposals related to the equity incentive plan considered by the company’s 2021 annual general meeting.
7. On May 13, 2022, Shanxi Taigang Stainless Steel Co.Ltd(000825) issued the announcement of the Shanxi Taigang Stainless Steel Co.Ltd(000825) board of supervisors on the verification opinions and publicity description of the list of incentive objects of the 2021 A-share restricted stock incentive plan. According to the announcement, the company publicized the list of incentive objects on the company’s internal network from April 29, 2022 to May 9, 2022, with a time limit of no less than 10 days, and stated that as of the expiration of the publicity period, the board of supervisors had not received any objection to the proposed incentive objects; In addition, according to the announcement, the board of supervisors also checked the list of proposed incentive objects, and believed that the publicized incentive objects met the provisions of relevant laws, regulations and normative documents, and were legal and effective as incentive objects of the incentive plan.
8. On May 19, 2022, Shanxi Taigang Stainless Steel Co.Ltd(000825) held the 2021 annual general meeting of shareholders, deliberated and approved the 2021 A-share restricted stock incentive plan (Revised Draft), the 2021 A-share restricted stock incentive plan performance assessment measures (Revised Draft), the equity incentive management measures (Revised Draft), and 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.
9. On May 19, 2022, Shanxi Taigang Stainless Steel Co.Ltd(000825) issued the self inspection report of Shanxi Taigang Stainless Steel Co.Ltd(000825) on the insider information of the company’s 2021 A-share restricted stock incentive plan and the purchase and sale of the company’s shares by the intended incentive objects. According to the contents of the self inspection report, within six months before the first public disclosure of the draft equity incentive plan (June 30, 2021 to December 30, 2021), “No insider has bought or sold the company’s shares during the self inspection period”, It also stated that “among the proposed incentive objects, 34 proposed incentive objects (all non insiders) had the situation of buying and selling the company’s shares during the self-examination, but the relevant trading behaviors were idle capital investment behaviors under independent judgment. They did not know the relevant information of the incentive plan before buying and selling the company’s shares, and there was no situation of using insider information for stock trading”.
10. On May 19, 2022, Shanxi Taigang Stainless Steel Co.Ltd(000825) held the 25th meeting of the 8th board of directors, deliberated and adopted the proposal on granting restricted shares to incentive objects. The board of directors considered that the grant conditions stipulated in the equity incentive plan had been met and agreed to grant 36.65 million restricted shares to 281 incentive objects at the price of 3.69 yuan / share on May 19, 2022. The independent directors of the company also expressed independent opinions and agreed to the grant of this equity incentive plan.
11. On May 19, 2022, Shanxi Taigang Stainless Steel Co.Ltd(000825) held the 12th meeting of the 8th board of supervisors, deliberated and adopted the proposal on granting restricted shares to incentive objects. The board of supervisors of the company also issued the verification opinions on the list of incentive objects on the grant date of the A-share restricted stock incentive plan in 2021, and agreed to the matters related to the grant of the equity incentive plan.
In conclusion, our lawyers believe that as of the date of issuance of this legal opinion, Shanxi Taigang Stainless Steel Co.Ltd(000825) granting restricted shares to the incentive object for the first time has obtained the necessary approval and authorization at this stage, which is in line with the relevant provisions of the administrative measures, the listing rules and the incentive plan (Revised Draft). 2、 Grant conditions of this equity incentive plan
According to the provisions of relevant laws, regulations and normative documents such as the company law, the securities law, the administrative measures and the grant conditions in the incentive plan (Revised Draft), the incentive object shall meet the following conditions at the same time:
(I) TISCO
