Beijing Zhonglun law firm
About the Huabao Flavours & Fragrances Co.Ltd(300741) first restricted stock incentive plan (Draft)
Legal opinion
Beijing China
Beijing Zhonglun law firm
About Huabao Flavours & Fragrances Co.Ltd(300741)
First phase restricted stock incentive plan (Draft)
Legal opinion
To: Huabao Flavours & Fragrances Co.Ltd(300741)
Beijing Zhonglun law firm is entrusted to act as a special legal adviser on matters related to the implementation of the equity incentive plan of the company. The firm and the handling lawyers shall issue this legal opinion on the above matters in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, the facts that have occurred or exist before the date of issuance of this legal opinion, the current laws and regulations of China and the relevant provisions of the CSRC.
The company guarantees that it has provided authentic original written materials, duplicate materials or oral testimony necessary for the issuance of this legal opinion, and all facts and documents sufficient to affect this legal opinion have been disclosed to the exchange without concealment, falsehood or misleading. The company guarantees that the above documents and testimony are true, accurate and complete, that all signatures and seals on the documents are true, and that the copies are consistent with the original.
This legal opinion is only used for the purpose of the company's implementation of this incentive plan and shall not be used for any other purpose. Our lawyers agree to be liable for the legal opinions issued according to law.
interpretation
Unless otherwise specified, the following terms used in this legal opinion have the following meanings:
Company means Huabao Flavours & Fragrances Co.Ltd(300741)
Incentive plan (Draft) refers to the Huabao Flavours & Fragrances Co.Ltd(300741) first restricted stock incentive plan (Draft)
This incentive plan and this plan refer to the Huabao Flavours & Fragrances Co.Ltd(300741) first restricted stock incentive plan
Restricted shares refer to the shares of the company obtained and registered by the second type of restricted shares after meeting the corresponding attribution conditions
The directors and incentive objects of the company (including holding subsidiaries) who obtain restricted shares in accordance with the plan refer to senior managers, core management, technical and business personnel and other personnel deemed necessary by the board of directors
The grant date refers to the date on which the company grants restricted shares to the incentive object, and the grant date must be the trading day
The grant price refers to the price determined by the company when granting restricted shares to the incentive object and the incentive object obtains the shares of the company
Attribution refers to the behavior that the company registers the shares in the account of the restricted stock incentive object after the incentive object meets the benefit conditions
Vesting conditions refer to the benefit conditions set up by the restricted stock incentive plan, and the incentive object is to obtain the incentive stock
Vesting date refers to the date when the authorized shares are registered after the restricted stock incentive object meets the benefit conditions. The vesting date must be the trading day
The validity period refers to the period from the date of the first grant of restricted shares to the date when all the restricted shares granted to the incentive object are vested or invalid
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
Listing Rules refer to Shenzhen Stock Exchange GEM Listing Rules
The regulatory guide refers to the self regulatory guide for companies listed on the gem of Shenzhen Stock Exchange No. 1 - business handling
Articles of association means the Huabao Flavours & Fragrances Co.Ltd(300741) articles of association
CSRC and CSRC refer to China Securities Regulatory Commission
Shenzhen stock exchange refers to Shenzhen Stock Exchange
Registration and Clearing Company refers to Shenzhen Branch of China Securities Depository and Clearing Co., Ltd
Yuan and 10000 yuan refer to RMB yuan and 10000 yuan
1. Subject qualification of the company for implementing the incentive plan 1.1 legally established and effectively existing
The company is a listed company approved by zjxk [2018] No. 261 document of China Securities Regulatory Commission to issue shares to the public for the first time and was listed and traded on Shenzhen Stock Exchange in March 2018. The securities are referred to as " Huabao Flavours & Fragrances Co.Ltd(300741) " and the stock code is "300741".
The company now holds the business license No. 91310000607355000X, issued by the Lhasa market supervision and Administration Bureau of the Lhasa economic and Technological Development Zone. The residence is the 6 floor of the investment building of the grid Road, Lhasa economic and Technological Development Zone. The legal representative is Xiali group. The company's type is Limited by Share Ltd (Sino foreign joint venture and listing). Its business scope is: the development and development of flavor products. Production and related applications, development and production of natural food additives and food, sales of self-produced products of the company: wholesale, import and export, commission agency (except auction) of the above commodities and similar products, and provide relevant supporting services such as technical consultation and technical services. (not involving state-run trade management commodities; if involving quota and license management commodities, the application shall be handled in accordance with the relevant provisions of the state) (for projects that must be approved according to law, business activities can be carried out only with the approval of relevant departments).
According to the verification of our lawyers, as of the date of issuance of this legal opinion, the company has no circumstances requiring termination in accordance with laws, regulations and the articles of association. 1.2 the company is not allowed to implement the incentive plan as stipulated in Article 7 of the management measures
According to the company's description, the 2020 audit report (PWC ztsz (2021) No. 10051) issued by PricewaterhouseCoopers Zhongtian Certified Public Accountants (special general partnership), the resolution of the 2020 annual general meeting and the profit distribution plan, 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 it is not allowed to implement the equity incentive plan as stipulated in Article 7 of the management measures: (I) the financial and accounting report of the most recent fiscal year has been issued with a negative opinion or an audit report that cannot express an opinion by the certified public accountant;
(II) the internal control over the financial report of the most recent fiscal year was given a negative opinion or unable to express an opinion by the certified public accountant;
(III) failure to distribute profits in accordance with laws and regulations, the articles of association and public commitments within the last 36 months after listing;
(IV) equity incentive is prohibited by laws and regulations;
(V) other circumstances recognized by the CSRC.
In conclusion, our lawyers believe that the company is a listed company established and effectively existing according to law, there is no need to terminate according to laws, regulations and the articles of association, and there is no case that the equity incentive plan shall not be implemented as stipulated in Article 7 of the administrative measures, so it has the subject qualification to implement the incentive plan. 2 legitimacy of the content of this incentive plan
After verification by our lawyers, The incentive plan (Draft) consists of "interpretation"; the purpose of implementing the incentive plan; the management organization of the incentive plan; the basis and scope for determining the incentive object; and the specific contents of the incentive plan (including: incentive method and stock source of the incentive plan, number of restricted shares to be granted, validity period of the incentive plan, grant date, vesting arrangement and lock up period, grant price of restricted shares and determination method of grant price, grant and vesting conditions of restricted shares, adjustment methods and procedures of the restricted stock incentive plan, and implementation of the restricted stock incentive plan Impact of accounting treatment and incentive plan on the company's cash flow); Implement incentive plans and procedures for granting and vesting restricted shares; The respective rights and obligations of the company and the incentive object; The termination and change of the incentive plan and the handling method of the personal situation change of the incentive object; Relevant disputes or dispute resolution mechanism between the company and the incentive object; The "Supplementary Provisions" consists of ten chapters, covering all the contents required to be specified or explained in the equity incentive plan in Article 9 of the administrative measures.
In conclusion, the lawyer of the firm has verified that the incentive plan complies with the relevant provisions of the administrative measures and article 8.4.6 of the listing rules. 3. Procedures for the company to implement the incentive plan 3.1 procedures already performed
After verification by our lawyers, in order to implement the incentive plan, as of the date of issuance of this legal opinion, the company has performed the following procedures:
3.1.1 on January 17, 2022, the company held the 22nd Meeting of the second board of directors at the meeting of related directors
The incentive plan (Draft) and its abstract, the assessment measures and the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company's restricted stock incentive plan were deliberated and adopted without voting. At the same time, the independent directors of the company issued independent opinions and approved the incentive plan (Draft). On the same day, the company held the 10th meeting of the second board of supervisors, deliberated and adopted the incentive plan (Draft), its summary and assessment measures. At the same time, after checking the list of incentive objects, the board of supervisors believes that the subject qualification of the incentive objects of the company's equity incentive plan is legal and effective. 3.2 procedures to be performed
In order to implement the incentive plan, the company has yet to perform the following procedures: 3.2.1 the company shall publicize the names and positions of incentive objects through the company's website or other channels before the general meeting of shareholders, and the publicity period shall not be less than 10 days;
3.2.2 the company shall issue a notice of public solicitation of voting rights by independent directors at the same time as the notice of convening the general meeting of shareholders, and the independent directors shall publicly solicit entrusted voting rights from all shareholders of the company for the relevant proposals of the incentive plan considered at the general meeting of shareholders to be held by the company. 3.2.3 the board of supervisors shall review the list of equity incentives and fully listen to the public opinions. The company shall disclose the explanation of the board of supervisors on the review and publicity of the incentive list five days before the shareholders' meeting deliberates the equity incentive plan; 3.2.4 the company shall convene a general meeting of shareholders, which shall vote on the contents of the incentive plan and be approved by more than 2 / 3 of the voting rights held by the shareholders attending the meeting. Except for the directors, supervisors, senior managers and shareholders who individually or jointly hold more than 5% of the shares of the listed company, the voting situation of other shareholders shall be counted separately and disclosed. When the company's general meeting of shareholders deliberates the equity incentive plan, the shareholders who intend to be the incentive object or have an associated relationship with the incentive object shall avoid voting; 3.2.5 after the shareholders' meeting deliberates and approves the equity incentive plan and relevant proposals, the company shall timely disclose the announcement of the resolution of the shareholders' meeting, the equity incentive plan deliberated and approved by the shareholders' meeting, and the self-examination report on the trading of the company's shares by insiders; 3.2.6 the company shall grant the equity incentive plan within 60 days after it is deliberated and approved by the general meeting of shareholders
Institutional shares and complete the announcement.
In conclusion, our lawyers believe that the company has fulfilled all legal procedures that should be performed so far in formulating this incentive plan, which is in line with the relevant provisions of the management measures. The company still needs to perform the follow-up procedures specified in the management measures and incentive plan (Draft). The incentive plan can be implemented only after it is deliberated and approved by the general meeting of shareholders with a special resolution. 4 incentive objects of this equity incentive plan
According to the incentive plan (Draft), the list of incentive objects of the company's incentive plan and the verification of lawyers of the firm, the incentive objects granted by the company are the company's directors, senior managers and personnel in key positions (including holding subsidiaries) that the board of directors deems necessary to be encouraged, and do not include independent directors, supervisors Shareholders or actual controllers who individually or jointly hold more than 5% of the shares of the listed company and their spouses, parents, children and the following persons:
(1) Being identified as inappropriate by the stock exchange within the last 12 months;
(2) It has been identified as an inappropriate candidate by the CSRC and its dispatched offices within the last 12 months;
(3) Being administratively punished by the CSRC and its dispatched offices or taking market entry prohibition measures for major violations of laws and regulations within the last 12 months;
(4) Those who are not allowed to serve as directors or senior managers of the company as stipulated in the company law;
(5) Those who are not allowed to participate in equity incentive of listed companies according to laws and regulations;
(6) Other circumstances recognized by the CSRC.
After verification, the incentive objects include some foreign employees. The company has made necessary explanations on the necessity and rationality of the above-mentioned personnel as incentive objects in the incentive plan (Draft).
In conclusion, our lawyers believe that the incentive objects determined in the company's incentive plan comply with the relevant provisions of the administrative measures and article 8.4.2 of the listing rules. 5. Information disclosure of this equity incentive plan
After verification by our lawyers, after the 22nd Meeting of the second board of directors and the 10th meeting of the second board of supervisors, the company has applied to the stock exchange and the designated information disclosure media to announce the resolutions of the board of directors, the opinions of independent directors, the resolutions of the board of supervisors, the incentive plan (Draft) and other documents related to the incentive plan.
In conclusion, our lawyers believe that the company's performance of the obligation of information disclosure complies with the provisions of Article 54 of the administrative measures. 6. The company does not provide financial assistance for incentive objects
According to the provisions of the incentive plan (Draft), the company promises not to provide loans or other forms of financial assistance for the incentive object to obtain relevant rights and interests under the incentive plan, including providing guarantee for its loans. Comply with the provisions of paragraph 2 of Article 21 of the administrative measures. 7. This equity incentive
