Guohao law firm (Shanghai)
about
Ningbo Runhe High-Tech Materials Co.Ltd(300727)
Restricted stock incentive plan for 2022
of
Legal opinion
Floors 23-25 and 27, Jiadi center, No. 968, Beijing West Road, Shanghai 200041
23-25th and 27th Floor, Garden Square, No. 968 West Beijing Road, Shanghai 200041, China
Tel: (+ 86) (21) 5234 1668 Fax: (+ 86) (21) 5234 1670
Website: http://www.grandall.com.cn.
January 2002
catalogue
Section I Introduction 5 Section II text six
1、 The company has the subject qualification to implement equity incentive six
2、 The company meets the conditions for the implementation of this incentive plan stipulated in the management measures seven
3、 The main contents of this incentive plan comply with the provisions of the management measures seven
4、 The formulation, deliberation and publicity procedures of this incentive plan comply with the provisions of the administrative measures twenty-one
5、 The determination of incentive objects in this incentive plan complies with the provisions of the management measures twenty-three
6、 Information disclosure obligations of this incentive plan twenty-three
7、 The company does not provide financial support for the incentive object twenty-three
8、 The impact of this incentive plan on the company and all shareholders twenty-four
9、 Related directors avoid voting twenty-four
10、 Concluding observations 25 section III signature page twenty-six
interpretation
In this legal opinion, unless otherwise explained according to the context, or the explanation has been marked, the following abbreviations have the corresponding meanings as follows: Ningbo Runhe High-Tech Materials Co.Ltd(300727) , the company and the company refer to Ningbo Runhe High-Tech Materials Co.Ltd(300727) this incentive plan, this incentive plan refers to Ningbo Runhe High-Tech Materials Co.Ltd(300727) 2022 restricted stock incentive plan and this plan
Incentive plan (Draft) refers to the Ningbo Runhe High-Tech Materials Co.Ltd(300727) 2022 restricted stock incentive plan (Draft)
Restricted stocks and class II restricted stocks refer to the shares of the company obtained and registered by the incentive objects who meet the grant conditions of the incentive plan after meeting the corresponding attribution conditions
The directors and senior managers of the company and its subsidiaries who obtain restricted shares according to the incentive plan refer to employees, core managers, core backbone personnel and other personnel that the board of directors deems necessary to be encouraged
Grant date refers to the date on which the company grants restricted shares to incentive objects
Grant price refers to the price of each restricted stock granted by the company to the incentive object
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
Vesting refers to the act that the company registers the corresponding part of the shares in the account of the incentive object after the incentive object of the second type of restricted stock meets the vesting conditions
Vesting date refers to the date on which the authorized shares are registered after the restricted stock 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
This legal opinion refers to the legal opinion of Guohao law firm (Shanghai) on the 2022 restricted stock incentive plan of Ningbo Runhe high tech Material Technology Co., Ltd. issued by our lawyer
The audit report refers to the audit report No. [2021] 230z0136 issued by Rongcheng certified public accountants
The internal control assurance report refers to the internal control assurance report (No. [2021] 230z0090) issued by Rongcheng certified public accountants
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 (revised in December 2020)
Regulatory guide No. 1 – business refers to the self regulatory guide No. 1 – business handling of companies listed on the gem of Shenzhen Stock Exchange
The supervision measures refer to the measures for continuous supervision of companies listed on GEM (for Trial Implementation)
Articles of association means the Ningbo Runhe High-Tech Materials Co.Ltd(300727) articles of association
The assessment management measures refer to the assessment management measures for the implementation of Ningbo Runhe High-Tech Materials Co.Ltd(300727) 2022 restricted stock incentive plan
CSRC refers to the China Securities Regulatory Commission
Shenzhen Stock Exchange and stock exchange refer to Shenzhen Stock Exchange
Registration and Clearing Company refers to Shenzhen Branch of China Securities Depository and Clearing Co., Ltd
This office refers to Guohao law firm (Shanghai)
Yuan and 10000 yuan refer to RMB yuan and 10000 yuan
Note: 1. The financial data and financial indicators quoted in the Ningbo Runhe High-Tech Materials Co.Ltd(300727) 2022 restricted stock incentive plan (Draft) refer to the financial data and financial indicators calculated according to the consolidated statements unless otherwise specified.
2. In the Ningbo Runhe High-Tech Materials Co.Ltd(300727) 2022 restricted stock incentive plan (Draft), if there is any difference in the mantissa between the sum of some total numbers and each detailed number, it is caused by rounding.
Guohao law firm (Shanghai)
About Ningbo Runhe High-Tech Materials Co.Ltd(300727)
Of restricted stock incentive plan in 2022
Legal opinion
To: Ningbo Runhe High-Tech Materials Co.Ltd(300727)
Guohao law firm (Shanghai) has accepted the entrustment of Ningbo Runhe High-Tech Materials Co.Ltd(300727) to act as the special legal adviser of Ningbo Runhe High-Tech Materials Co.Ltd(300727) 2022 restricted stock incentive plan.
In accordance with the securities law of the people’s Republic of China, the company law of the people’s Republic of China, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the measures for the administration of equity incentive of listed companies, the self discipline supervision guide No. 1 – business handling of GEM listed companies of Shenzhen stock exchange and other laws and regulations, as well as the China Securities Regulatory Commission The relevant provisions of Shenzhen Stock Exchange, in accordance with the requirements of 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), in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, based on facts and based on the law, This legal opinion is issued on the basis of the verification and verification of the relevant documents and existing facts of the company’s incentive plan.
Section I Introduction
The lawyer of the firm gives legal opinions according to the facts that have occurred or existed before the date of issuance of this legal opinion, the current laws and regulations of China and the relevant provisions of CSRC and Shenzhen Stock Exchange, and declares as follows:
(I) the firm and its lawyers have strictly performed their statutory duties and followed the principles of diligence and good faith in accordance with the provisions of the securities law, the measures for the administration of securities legal business of law firms, the rules for the practice of securities legal business of law firms (for Trial Implementation) and other provisions, as well as the facts that have occurred or exist before the issuance date of this legal opinion, Have conducted sufficient verification and verification to 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;
(II) the company guarantees that it has provided the lawyers of the firm with authentic, complete and effective original written materials, copies or oral testimony necessary for the issuance of this legal opinion;
(III) for the fact that this legal opinion is very important and cannot be supported by independent evidence, our lawyers refer to or rely on the certificates or commitment documents issued by relevant government departments, companies or other relevant units and individuals;
(IV) when issuing legal opinions, our lawyers have fulfilled the special duty of care of legal professionals for legal related business matters and the general duty of care of ordinary people for other business matters;
(V) our lawyers only express their opinions on the legality of the incentive plan, and do not express any opinions on the accounting, audit and other professional matters involved in the incentive plan. The reference of some data or conclusions in relevant accounting statements and audit reports in this legal opinion does not mean that we have any opinions on these data Make any express or implied guarantee for the authenticity and accuracy of the conclusion, and our lawyers are not qualified to verify and evaluate the contents of these documents;
(VI) our lawyers agree to take this legal opinion as a necessary legal document for the company’s incentive plan, and are willing to bear corresponding legal liabilities for the authenticity, accuracy and completeness of this legal opinion; (VII) the lawyer only expressed opinions on the legality and related legal issues of the issuer’s incentive plan, and published legal opinions only according to the normative documents such as the current Chinese mainland laws and regulations, and did not issue legal opinions based on any normative documents such as laws and regulations outside Chinese mainland.
(VIII) our lawyer has not authorized any unit or individual to make any explanation or explanation on this legal opinion; (IX) 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.
Section II main body
1、 The company has the subject qualification to implement equity incentive
(I) Ningbo Runhe High-Tech Materials Co.Ltd(300727) is a joint stock limited company validly existing according to law
Ningbo Runhe High-Tech Materials Co.Ltd(300727) now holds the business license with the unified social credit code of 91330226725159588e issued by Ningbo market supervision and Administration Bureau. The basic information is as follows: company name Ningbo Runhe High-Tech Materials Co.Ltd(300727)
Address: No. 168, Jinhai Middle Road, Binhai New Area, South Ningbo, Ninghai County, Ningbo City, Zhejiang Province
Legal representative: ye Jianping
Registered capital: RMB 126.88 million
Company type: joint stock limited company (listed, natural person investment or holding)
R & D, manufacturing and processing of silicone new materials, textile and printing and dyeing additives, and sales of self-produced products; Road business scope: road freight transportation; Self support and agency for the import and export of various goods and technologies; Except for goods and technologies whose operation is restricted or prohibited by the state. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
The business term is from December 6, 2000 to long-term
After verification by our lawyers, as of the date of issuance of this legal opinion, Ningbo Runhe High-Tech Materials Co.Ltd(300727) has effectively existed according to law. (II) Ningbo Runhe High-Tech Materials Co.Ltd(300727) shares are listed on the gem of Shenzhen Stock Exchange and continuously traded
On November 27, 2017, the CSRC issued the reply on Approving the initial public offering of Ningbo Runhe High-Tech Materials Co.Ltd(300727) with the number of zjxk [2017] No. 1916 to the issuer, approving the public offering of no more than 24.4 million new shares. On November 23, 2017, Shenzhen Stock Exchange issued the notice on the listing of Ningbo Runhe High-Tech Materials Co.Ltd(300727) RMB common shares on the growth enterprise market (SZS [2017] No. 762) to the issuer, allowing 24.4 million RMB common shares issued by the company to be listed and traded on the growth enterprise market of Shenzhen Stock Exchange. Stock Code: “300727”, stock abbreviation: ” Ningbo Runhe High-Tech Materials Co.Ltd(300727) “.
After verification by our lawyers, as of the date of issuance of this legal opinion, Ningbo Runhe High-Tech Materials Co.Ltd(300727) shares have been continuously traded on the gem of Shenzhen Stock Exchange, and there is no violation
