Zhejiang Sunshine times law firm
about
Shanghai Electric Power Co.Ltd(600021)
Of the first stock option incentive plan (Revised Draft)
Legal opinion
(Sunshine Law No. [002] of 2022)
Zhejiang Sunshine times law firm
15 / F, tower C, World Trade Center, 122 Shuguang Road, Hangzhou
Tel: 0571-87635155 Fax: 0571-87635188
Legal opinion
[No.: Sunshine Law No. [002] of 2022] to: Shanghai Electric Power Co.Ltd(600021) legal opinion on: Shanghai Electric Power Co.Ltd(600021) initial stock option incentive plan (Draft), Zhejiang Sunshine times law firm (hereinafter referred to as “the exchange”) accepts the entrustment of Shanghai Electric Power Co.Ltd(600021) (hereinafter referred to as ” Shanghai Electric Power Co.Ltd(600021) ” or “the company”, securities code: 600021), We hereby appoint lawyer Zhu Changming and lawyer Wu Zhengyuan to issue this legal opinion on matters related to the implementation of the first phase of the stock option incentive plan of the company. This legal opinion is issued in accordance with the company law of the people’s Republic of China, the securities 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) and other relevant laws and regulations, as well as the Shanghai Electric Power Co.Ltd(600021) articles of association, and based on the lawyers\’ understanding of these provisions. Before giving legal opinions, our lawyers make the following statements and commitments: 1 Our lawyers only express legal opinions according to the facts that have occurred or existed before the date of issuance of this legal opinion and the requirements of current Chinese laws, regulations and normative documents. The exchange will not make any evaluation on professional matters such as accounting and auditing and non legal issues such as stock value involved in the Shanghai Electric Power Co.Ltd(600021) initial stock option incentive plan. The reference in this legal opinion to some data and conclusions in relevant accounting statements, audit reports and stock option incentive plans does not mean that our lawyers make any express or implied guarantee for the authenticity and accuracy of such data and conclusions.
2. In accordance with 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), our lawyers have strictly performed their statutory duties, followed the principles of diligence and good faith, and fully verified and verified the first phase of Shanghai Electric Power Co.Ltd(600021) stock option incentive plan, Ensure that the facts identified in this legal opinion are true, accurate and complete, and the concluding opinions issued are legal and accurate, without false records, misleading statements or major omissions, and bear corresponding legal liabilities. 3. Before issuing the legal opinion, our lawyers have obtained the commitment and guarantee of Shanghai Electric Power Co.Ltd(600021) , that is, Shanghai Electric Power Co.Ltd(600021) has provided the original written materials, copies or other oral materials that our lawyers believe are necessary for issuing this legal opinion. Shanghai Electric Power Co.Ltd(600021) also guarantees that the above documents are true, accurate and complete; All signatures and seals on the documents are authentic; The copy is consistent with the original. 4. For the fact that it is very important to issue this legal opinion and cannot be supported by independent evidence, our lawyers rely on the supporting documents issued by relevant government departments, companies or other relevant units to issue this legal opinion. 5. This legal opinion is only for Shanghai Electric Power Co.Ltd(600021) the purpose of implementing the first phase of stock option incentive plan, and shall not be used for any other purpose. 6. The exchange agrees that the company will submit this legal opinion as one of the necessary legal documents for the implementation of the first phase of the stock option incentive plan to Shanghai stock exchange together with other application materials for public disclosure, and is willing to bear corresponding legal liabilities according to law. Our lawyers have verified and verified the relevant documents and facts involved in the implementation of the first phase of the stock option incentive plan of Shanghai Electric Power Co.Ltd(600021) in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, and now issue the following legal opinions:
interpretation
Unless otherwise explained or specified in the context, the following words have the following meanings in this legal opinion:
Meaning of words
Shanghai Electric Power Co.Ltd(600021) . The company refers to Shanghai Electric Power Co.Ltd(600021) (securities code: 600021)
Zhejiang Sunshine times law firm
The lawyer of this firm refers to the project contractor of Zhejiang Sunshine times law firm
Stock option incentive plan, principal incentive plan
Refers to the Shanghai Electric Power Co.Ltd(600021) first phase stock option incentive plan and the plan
The company grants the incentive object the right to purchase a certain number of shares of the company at the price and conditions specified in the stock option and option in a certain period of time in the future
The incentive objects of the company receiving stock options in this stock option incentive plan refer to directors, senior managers, middle managers and core backbone personnel (excluding external directors, independent directors and supervisors)
The date on which the company grants stock options to incentive objects. The grant date refers to
Must be a trading day
From the date of completion of registration of stock option grant to the effective period of all stock periods
Until the date when the exercise or cancellation of the right is completed
Exercise means that the incentive object exercises its ownership according to the stock option incentive plan
In this incentive plan, the exercise of stock option is the behavior that the incentive object purchases the underlying stock according to the conditions set in the incentive plan
The date on which the incentive object can start exercising, and the exercisable date must refer to the exercisable date
Is the trading day
The exercise price of the incentive object’s purchase of the company’s shares determined in the incentive plan refers to
Price
According to the stock option incentive plan, the exercise conditions for the incentive object to exercise the stock option refer to
Required conditions
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 Trial Measures for the implementation of equity incentive by state-controlled listed companies (domestic) refer to
Administrative measures (gzfgd [2006] No. 175)
Notice on issues related to the guidance of the notice on regulating the implementation of equity incentive system by state-controlled listed companies (gzffd [2008] No. 171)
Guidelines for the implementation of equity incentive by listed companies controlled by central enterprises
Yin (gzkp [2020] No. 178)
Articles of association means the Shanghai Electric Power Co.Ltd(600021) articles of association
CSRC refers to the China Securities Regulatory Commission
Stock exchange means Shanghai Stock Exchange
China Securities Depository and Clearing Corporation refers to Shanghai Branch of China Securities Depository and Clearing Corporation Limited
SASAC of the State Council refers to the state owned assets supervision and Administration Commission of the State Council
Yuan means RMB yuan
Note: ① unless otherwise specified, the financial data and financial indicators quoted in this legal opinion refer to the financial data in the consolidated statements and the financial indicators calculated based on such financial data.
② In this legal opinion, the difference in the mantissa between the sum of some total numbers and each detailed number is caused by rounding.
Text
1、 Qualification of the company to implement the incentive plan (I) basic information of the company
The company was established on June 4, 1998. With the approval of China Securities Regulatory Commission [Zheng Jian FA FA Zi (2003) No. 123], the company first issued 24 million RMB common shares to the public. It was listed on Shanghai Stock Exchange on October 29, 2003 with the securities code of 600021.
The company now holds the business license with the unified social credit code of 913100006311887755 issued by Shanghai market supervision and administration. It is a permanent joint stock limited company (joint venture and listing between Taiwan, Hong Kong and Macao and China), with a registered capital of 2617164197 yuan and a legal representative of Hu Jiandong. Its business scope is the development, construction and Operation and management; Organize the production and sales of self-produced products of electric power and heat; Skill training for power personnel in power enterprises; Contract energy management; General contracting of power engineering construction; General contracting of mechanical and electrical installation works; General contracting of mechanical and electrical installation works (business operation shall be carried out after obtaining relevant construction qualification); Bidding agency; Development and application of new and renewable energy projects; Coal distribution; Technology development and consulting services for power and related businesses; Technical development and technical consulting services of integrated coal gasification combined cycle power generation project; Self owned property management; Import and export of equipment, devices, testing instruments, spare parts and other commodities related to power and contract energy management and export of self owned technologies (except for commodities and technologies limited or prohibited by the state); Contracting overseas projects and domestic international bidding projects; Dispatch labor personnel required for operation, management and maintenance of overseas projects and overseas power stations; storage. [for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments]. The registered address is 268 Zhongshan South Road, Huangpu District, Shanghai. After verification by our lawyers, Shanghai Electric Power Co.Ltd(600021) has formulated the articles of association in accordance with the company law, the securities law and other relevant provisions, which stipulates the company’s business purpose and scope, shares, shares and general meetings of shareholders, the board of directors, the general manager and other senior managers, the board of supervisors, financial and accounting systems, profit distribution, audit, merger, division, capital increase, capital reduction Dissolution, liquidation and amendment of the articles of association. After verification by our lawyers, Shanghai Electric Power Co.Ltd(600021) has formulated the internal audit quality control management measures, information disclosure management system and insider information management system in accordance with the company law, securities law, basic norms of enterprise internal control, accounting law, articles of association and other relevant regulations, which stipulate internal control, information and communication Internal supervision, etc. After verification by our lawyers in the national enterprise credit information publicity system, the registration status of Shanghai Electric Power Co.Ltd(600021) enterprise is in existence (in operation, in operation and on record). In conclusion, our lawyers believe that Shanghai Electric Power Co.Ltd(600021) is valid and there is no need to terminate in accordance with laws, regulations, normative documents and the articles of association. (II) the company is not allowed to implement the equity incentive plan. According to the description of the company and the audit report issued by ShineWing Certified Public Accountants (special general partnership) with no qualified opinion after the audit of the company’s financial report from January 1, 2020 to December 31, 2020 Internal control audit report and consult the official website of Shanghai Stock Exchange（ http://www. sse. com. Cn), our lawyers believe that Shanghai Electric Power Co.Ltd(600021) does not have the following circumstances that the equity incentive plan shall not be implemented as stipulated in Article 7 of the administrative measures: 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 latest 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 prohibited by laws and regulations; 5. Other circumstances recognized by the CSRC. (III) the company meets the conditions for the implementation of equity incentive plan specified in the trial measures. According to the description of the company and the information on the official website of Shanghai Stock Exchange consulted by our lawyers, our lawyers believe that the company meets the following conditions for the implementation of equity incentive in Article 5 of the trial measures: 1 The corporate governance structure is standardized, the general meeting of shareholders, the board of directors and the management are well organized and their responsibilities are clear. External directors (including independent directors, the same below) account for more than half of the members of the board of directors; two
