Shanghai Junlan law firm
about
Zhejiang Tiantie Industry Co.Ltd(300587) 2022 restricted stock incentive plan (Draft)
of
Legal opinion
January 2002
interpretation
In this legal opinion, unless the context otherwise requires, the following words have the following meanings:
Company / Zhejiang Tiantie Industry Co.Ltd(300587) means Zhejiang Tiantie Industry Co.Ltd(300587)
Incentive plan (Draft) refers to the Zhejiang Tiantie Industry Co.Ltd(300587) 2022 restricted stock incentive plan (Draft)
Zhejiang Tiantie Industry Co.Ltd(300587) equity incentive plan to be implemented according to the 2022 restricted stock incentive plan (Draft) of Zhejiang Tiantie industrial equity sub incentive plan Co., Ltd
The assessment measures refer to the measures for the administration of the assessment of the implementation of the Zhejiang Tiantie Industry Co.Ltd(300587) 2022 restricted stock incentive plan
Directors, senior managers, core managers and core technical (business) personnel of the company (including the incentive object refers to the subsidiary, the same below) granted restricted shares in accordance with the provisions of the incentive plan
Restricted stock refers to the shares of the company whose transfer and other rights are restricted according to the conditions specified in the incentive plan
Shanghai Junlan law firm
The lawyer of this office refers to the handling lawyer appointed by this office to issue this legal opinion
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 listed companies of Shenzhen Stock Exchange No. 1 - business handling
Articles of association means the Zhejiang Tiantie Industry Co.Ltd(300587) articles of association
CSRC refers to the China Securities Regulatory Commission
Shenzhen stock exchange refers to Shenzhen Stock Exchange
Shanghai Junlan law firm's legal opinion on Zhejiang Tiantie Industry Co., Ltd. refers to the company's 2022 restricted stock incentive plan (Draft)
Shanghai Junlan law firm
About Zhejiang Tiantie Industry Co.Ltd(300587)
2022 restricted stock incentive plan (Draft)
Legal opinion
To: Zhejiang Tiantie Industry Co.Ltd(300587)
Shanghai Junlan law firm is entrusted by Zhejiang Tiantie Industry Co.Ltd(300587) to issue this legal opinion on the relevant matters involved in Zhejiang Tiantie Industry Co.Ltd(300587) incentive plan (Draft) in accordance with the securities law, administrative measures, listing rules, regulatory guidelines and other relevant laws, regulations, normative documents and the articles of association.
For this legal opinion, our lawyer declares as follows:
(I) in accordance with the provisions of the securities law, the measures for the administration of securities legal business by law firms, the rules for the practice of securities legal business by law firms (for Trial Implementation) and other provisions, as well as the facts that have occurred or exist before the date of issuance of this legal opinion, our 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. (II) we have obtained Zhejiang Tiantie Industry Co.Ltd(300587) the following guarantee: Zhejiang Tiantie Industry Co.Ltd(300587) has provided our lawyers with all the documents necessary for issuing this legal opinion, all the documents are true, complete, legal and valid, all the copies or copies of all the documents are consistent with the original or the original, and the signatures and seals on all the documents are true; And all facts and documents sufficient to affect the legal judgment made by our lawyers have been disclosed without any concealment, misleading or omission.
(III) the exchange only gives opinions on the relevant legal matters of the company's incentive plan (Draft), and does not give opinions on the rationality of the underlying equity value, assessment standards and other professional matters involved in the company's incentive plan, such as accounting, auditing and so on, The firm and the handling lawyer do not have the legal qualification to check and judge such professional matters. In this legal opinion, the statements and data related to such professional matters or the references to professional reports such as accounting reports and audit reports made by the firm and the handling lawyer do not mean that the firm and the handling lawyer make any express or implied guarantee for the authenticity and effectiveness of these references.
This legal opinion is only for the purpose of this incentive plan and shall not be used for any other purpose.
Our lawyers agree to disclose this legal opinion to the public together with other materials as Zhejiang Tiantie Industry Co.Ltd(300587) the necessary legal documents for this incentive plan (Draft), and bear the responsibility for the legal opinion issued in accordance with the law.
In accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, and on the basis of full verification and verification of the relevant documents and facts provided by the company, our lawyers issue the following legal opinions:
1、 Subject qualification for implementing this incentive plan
(I) the company is a listed company legally established and validly existing
Zhejiang Tiantie Industry Co.Ltd(300587) was changed from Zhejiang Tiantie Industrial Co., Ltd. to a joint stock limited company on December 28, 2011 in the way of converting audited net assets into shares
According to the reply on approving Zhejiang Tiantie Industry Co.Ltd(300587) initial public offering of shares (zjxk [2016] No. 2986) issued by the CSRC, the company is approved to issue no more than 26 million new shares.
According to the "SZS [2017] No. 1" notice on the listing of Zhejiang Tiantie Industry Co.Ltd(300587) RMB common shares on the gem issued by the Shenzhen Stock Exchange, the RMB common shares publicly issued by the company are listed on the Shenzhen Stock Exchange, with the stock abbreviation of " Zhejiang Tiantie Industry Co.Ltd(300587) " and the stock code of "300587".
The company now holds the business license with the unified social credit code of "9133100075709503xc" issued by Zhejiang market supervision and Administration Bureau, the legal representative is Xu Jiding, the registered capital is RMB 628013754, the enterprise address is No. 928, Renmin East Road, Tiantai County, Zhejiang Province, and the business term is from December 26, 2003 to long-term, The business scope includes rubber damping pad, embedded rubber crossing sector, polyester pad, Railway rubber pad, rubber spring, steel spring floating sector, damping pad floating sector, waterproof materials, seismic hanger, conveyor belt, rubber products, plastic products, sealing products, sound insulation materials (including sound absorption sector), railway equipment, bridge support, building support, vibration reduction and isolation support, prefabricated sleeper Technical development, technical consultation and testing services, production, integration, sales and installation of concrete components and building components, construction of crossing and barrier works, sales of rails, turnouts, building materials and coatings, road and bridge construction, R & D, manufacturing, sales and installation of special equipment for environmental protection, electromechanical equipment and energy-saving equipment, and engaged in import and export business. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments).
The lawyers of the firm 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 has the subject qualification to implement the incentive plan.
According to the "ZTE Cai Guang Hua Shen Hui Zi (2021) No. 318117" audit report and "ZTE Cai Guang Hua Shen Zhuan Zi (2021) No. 318056" internal control assurance report issued by ZTE Cai Guang Hua Certified Public Accountants (special general partnership) and the information publicly disclosed by the company in Shenzhen Stock Exchange verified by our lawyers, The company does not have the following circumstances that prohibit the implementation of incentive plan as stipulated in Article 7 of the management measures:
1. The financial accounting report of the most recent fiscal year is an audit report with a negative opinion or unable to express an opinion 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.
After verification, our lawyers believe that as of the date of issuance of this legal opinion, the company is a listed company established and validly existing according to law, and the company does not need to be terminated in accordance with laws, regulations and the articles of Association; There is no circumstance that equity incentive shall not be implemented as stipulated in Article 7 of the administrative measures; The company is qualified to implement the incentive plan.
2、 Procedures for the formulation, deliberation and publicity of this incentive plan
(I) procedures performed in this incentive plan
1. On January 20, 2022, the first remuneration and assessment committee of the company in 2022 deliberated and approved the proposal on Zhejiang Tiantie Industry Co.Ltd(300587) 2022 restricted stock incentive plan (Draft) and its summary and the proposal on Zhejiang Tiantie Industry Co.Ltd(300587) 2022 restricted stock incentive plan implementation assessment management method, which were submitted to the board of directors for deliberation.
2. On January 20, 2022, The 13th meeting of the 4th board of directors of the company deliberated and approved the proposal on Zhejiang Tiantie Industry Co.Ltd(300587) 2022 restricted stock incentive plan (Draft) and its summary and the proposal on Zhejiang Tiantie Industry Co.Ltd(300587) 2022 restricted stock incentive plan implementation assessment management measures 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 in 2022 and proposal on convening the second extraordinary general meeting of shareholders in 2022, etc. On the same day, the independent directors of the company expressed their independent opinions on agreeing to implement the equity incentive plan.
3. On January 20, 2022, The 8th meeting of the 4th board of supervisors of the company deliberated and approved the proposal on Zhejiang Tiantie Industry Co.Ltd(300587) 2022 restricted stock incentive plan (Draft) and its summary, the proposal on Zhejiang Tiantie Industry Co.Ltd(300587) 2022 restricted stock incentive plan implementation assessment management measures, and the proposal on verifying the list of incentive objects of Zhejiang Tiantie Industry Co.Ltd(300587) 2022 restricted stock incentive plan.
(II) follow up procedures of this incentive plan
According to the management measures, regulatory guidelines and the articles of association, the company still needs to perform the following procedures in order to implement the incentive plan:
1. The company shall conduct self-examination on the trading of the company's shares and their derivatives by insiders within 6 months before the announcement of the equity incentive plan (Draft), and explain whether there is insider trading;
2. The company will issue a notice of convening the general meeting of shareholders and announce the legal opinion on the incentive plan;
3. The company will publicize the names and positions of incentive objects within the company before the general meeting of shareholders, and the publicity period shall not be less than 10 days;
4. The board of supervisors of the company will review the list of equity incentives and fully listen to the public opinions; The company will disclose the explanation of the board of supervisors on the review and publicity of the list of incentive objects 5 days before the shareholders' meeting considers the equity incentive plan;
5. The independent directors of the company will solicit the entrusted voting rights from all shareholders on this incentive plan;
6. The general meeting of shareholders of the company deliberates the equity incentive plan in the form of on-site meeting and online voting, and through the approval of more than 2 / 3 of the voting rights held by the shareholders attending the meeting, separate statistics and disclosure of the voting situation of other shareholders except the directors, supervisors, senior managers and shareholders who individually or jointly hold more than 5% of the shares of the company;
7. Within 60 days after the approval of the incentive plan by the general meeting of shareholders, the board of directors and its authorized persons shall grant shares to the incentive objects according to the authorization of the general meeting of shareholders, and complete the registration, announcement and other relevant procedures;
8. With regard to the implementation, grant, lifting of sales restrictions, repurchase cancellation, change and termination of this incentive plan, the company still needs to perform corresponding procedures in accordance with the management measures, regulatory guidelines and incentive plan (Draft). After verification, our lawyers believe that the incentive plan has fulfilled the legal procedures to be performed at this stage, and the above procedures comply with the relevant provisions of articles 33, 34 and 35 of the management measures and Article 1 of the regulatory guide. The company still needs to perform the follow-up relevant procedures according to its progress in accordance with the provisions of the management measures and the regulatory guide.
3、 Main contents of this incentive plan
According to the incentive plan (Draft), the main contents of this incentive plan include: the purpose and principles of this incentive plan; The management organization of this incentive plan; Determination basis and scope of incentive objects; limit
