Report of Beijing Tongshang (Shenzhen) law firm on stock option and restricted stock incentive plan for Chongqing Baiya Sanitary Products Co.Ltd(003006) 2021
Adjustment and first grant
Legal opinion
January 2002
catalogue
interpretation…… 3 text seven
1、 This adjustment and the approval and authorization granted for the first time seven
2、 Details of this adjustment eight
3、 The first grant of this incentive plan nine
（1） Date of first grant nine
（2） Incentive objects granted for the first time ten
（3） Achievements of the first award conditions of this incentive plan eleven
4、 Information disclosure of this incentive plan twelve
5、 Concluding observations twelve
interpretation
In this legal opinion, unless otherwise stated in the text, the following words have the following meanings:
This refers to Beijing Tongshang (Shenzhen) law firm
Chongqing Baiya Sanitary Products Co.Ltd(003006) , company and listed company refer to Chongqing Baiya Sanitary Products Co.Ltd(003006)
Holding subsidiary refers to Baiya (Zhejiang) Health Technology Co., Ltd
A share refers to RMB common shares listed in China
This incentive plan refers to the Chongqing Baiya Sanitary Products Co.Ltd(003006) 2021 stock option and restricted stock incentive plan
Incentive plan refers to the Chongqing Baiya Sanitary Products Co.Ltd(003006) 2021 stock option and restricted stock incentive plan (Draft)
The assessment measures refer to the Chongqing Baiya Sanitary Products Co.Ltd(003006) 2021 management measures for the implementation of the assessment of stock option and restricted stock 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 at a predetermined price and conditions in a certain period of time in the future
The company grants incentives according to the conditions and prices specified in the incentive plan. Restricted shares refer to a certain number of company shares, which are set with a certain period of restricted sales period. The restricted sales and circulation can be lifted only after the conditions for lifting the restricted sales specified in the incentive plan are met
According to the provisions of the incentive plan, the incentive objects to obtain stock options or restricted shares refer to the middle-level managers, core and backbone personnel of the company (including holding subsidiaries), and other personnel that the board of directors deems necessary to be encouraged and have a direct impact on the company’s operating performance and future development
The term of validity starts from the date when the registration of the first grant of stock options and restricted shares is completed, and ends on the date when all stock options are exercised or cancelled and the date when the restriction on sale or repurchase cancellation of restricted shares is completed
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
The waiting period refers to the period between the date when the stock option is granted and the date when the stock option is exercisable
According to the stock option incentive plan, the incentive object exercises the stock exercise option it owns, which means that the exercise of the right in this incentive plan is the incentive object’s behavior of purchasing the subject stock according to the price and conditions set in the incentive plan
The exercisable date refers to the date when the incentive object can exercise its rights, and the exercisable date must be the trading day
The exercise price refers to the price at which the incentive object purchases the company’s shares as determined in the incentive plan
Exercise conditions refer to the conditions necessary for the incentive object to exercise stock options according to the incentive plan
Grant price refers to the price of each restricted stock granted by the company to the incentive object
The restricted sale period refers to the period during which the restricted shares granted to the incentive object under the incentive plan are prohibited from being transferred, used for guarantee and debt repayment
The release period refers to the period during which the restricted shares held by the incentive object can be released and listed for circulation after the release conditions specified in the incentive plan are met
The conditions for lifting the restriction on sales refer to the conditions that must be met for the restricted shares obtained by the incentive object to be lifted according to the incentive plan
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 Administrative Measures refer to the administrative measures for equity incentive of listed companies
The Listing Rules refer to the Listing Rules of Shenzhen Stock Exchange
The No. 1 self regulatory guide refers to the No. 1 self regulatory guide for listed companies of Shenzhen Stock Exchange – business handling
Articles of association means the Chongqing Baiya Sanitary Products Co.Ltd(003006) articles of association
CSRC refers to the China Securities Regulatory Commission
Shenzhen stock exchange refers to Shenzhen Stock Exchange
Yuan means RMB yuan
In this legal opinion, if the total is inconsistent with the mantissa of the sum of the sub items, it is caused by rounding.
518067, 23 / F, block a, Haide 3rd road Aerospace Hi-Tech Holding Group Co.Ltd(000901) Plaza, Nanshan District, Shenzhen, China
23/F, Building A, CASC Plaza, Haide 3rd Road
Nanshan District, Shenzhen 518067, China
Tel: + 86 755 8351 7570 Fax: + 86 755 8351 5502
Email: [email protected]. Website: www.tongshang.com com.
Beijing Tongshang (Shenzhen) law firm
About Chongqing Baiya Sanitary Products Co.Ltd(003006)
Legal opinion on the adjustment and initial grant of stock option and restricted stock incentive plan in 2021
To: Chongqing Baiya Sanitary Products Co.Ltd(003006)
The exchange accepts the entrustment of the company as the special legal adviser for the company’s incentive plan, in accordance with the company law, securities law, administrative measures, listing rules, No. 1 self regulatory guide and other laws, administrative regulations, departmental rules and normative documents, as well as the relevant provisions of the articles of Association, incentive plan and assessment measures, In accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, this legal opinion is issued on the matters related to the number of rights and interests granted under the incentive plan, the adjustment of grant objects (hereinafter referred to as “this adjustment”) and the first grant of the incentive plan (hereinafter referred to as “the first grant”).
In order to issue this legal opinion, our lawyers have checked and verified the relevant documents and facts of 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.
For this legal opinion, our lawyer hereby makes the following statement:
1. The company guarantees that it has provided the true and complete original written materials, duplicate materials or oral testimony necessary for the issuance of this legal opinion. The materials provided are true, accurate and complete original written materials or duplicate materials, and the copies or copies of materials are consistent with their original materials or originals; The signatures and seals of all documents are true, and the facts stated in these documents are true, accurate and complete, without any false records, misleading statements or major omissions.
2. Our lawyers express legal opinions in accordance with the facts that have occurred or existed before the date of issuance of this legal opinion, the current national laws, administrative regulations, normative documents such as the company law, the securities law, the administrative measures, the listing rules, the No. 1 self regulatory guide and the relevant provisions of 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 order to issue this legal opinion, the firm and its lawyers have strictly performed their statutory duties and followed the principles of diligence and good faith in accordance with the relevant provisions of the securities law, the measures for the administration of law firms engaging in securities legal business and the rules for the practice of securities legal business of law firms (for Trial Implementation), Fully check the facts that have occurred or exist before the date of issuance of this legal opinion, 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 firm and its handling lawyers are not qualified to express professional opinions on professional matters such as accounting, auditing and overseas legal matters. 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. The exchange agrees that the company will take this legal opinion as one of the necessary documents for the implementation of this incentive plan, submit it to Shenzhen stock exchange along with other materials for announcement, and bear corresponding legal liabilities for the legal opinions issued.
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, the securities law, the administrative measures, the listing rules, the No. 1 self regulatory guide and other laws, administrative regulations and normative documents, as well as the articles of association and other relevant provisions, our lawyers issue the following legal opinions:
Text
1、 This adjustment and the approval and authorization granted for the first time
1. On November 30, 2021, the company held the third meeting of the third board of directors, The proposal on the company’s 2021 stock option and restricted stock incentive plan (Draft) and its summary, the proposal on the company’s assessment and management measures for the implementation of 2021 stock option and restricted stock incentive plan, and the proposal on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to 2021 stock option and restricted stock incentive plan were reviewed and approved, The independent directors of the company expressed independent opinions on whether the equity incentive plan is conducive to the sustainable development of the company and whether there is any situation damaging the interests of the company and all shareholders.
2. On November 30, 2021, the company held the third meeting of the third board of supervisors, deliberated and adopted the proposal on the company’s stock option and restricted stock incentive plan in 2021 (Draft) and its summary, and the proposal on the company’s incentive plan in 2021
