Beijing Yonghang law firm
About Shanxi Meijin Energy Co.Ltd(000723) 2022 restricted stock incentive plan (Draft)
of
Legal opinion
catalogue
1、 The company's main qualification for implementing this incentive plan 5 II. Main contents of this incentive plan 7 III. legal procedures for the implementation of the incentive plan by the company 30 IV. determination of incentive objects in this incentive plan V. information disclosure of this incentive plan 32 VI. the company did not provide financial assistance to the incentive object 33 VII. Impact of this incentive plan on the interests of the company and all shareholders 33 VIII. Avoidance voting of related Directors 33 IX. concluding comments thirty-four
interpretation
Unless otherwise stated or the context otherwise requires, the relevant words in this legal opinion have the following specific meanings:
Shanxi Meijin Energy Co.Ltd(000723) , company and listed public refer to Shanxi Meijin Energy Co.Ltd(000723)
department
This incentive plan refers to Shanxi Meijin Energy Co.Ltd(000723) 2022 restricted stock incentive plan
Incentive plan (Draft) refers to the Shanxi Meijin Energy Co.Ltd(000723) 2022 restricted stock incentive plan (Draft)
Equity incentive agreement refers to the Shanxi Meijin Energy Co.Ltd(000723) 2022 restricted stock incentive plan grant agreement
Company law means the company law of the people's Republic of China
Securities Law refers to the securities law of the people's Republic of China
The Administrative Measures refer to the administrative measures for equity incentive of listed companies (Order No. 126 of China Securities Regulatory Commission)
Articles of association means the Shanxi Meijin Energy Co.Ltd(000723) articles of association
CSRC refers to the China Securities Regulatory Commission
The firm and Yonghang refer to Beijing Yonghang law firm
Yuan and 10000 yuan refer to RMB yuan and 10000 yuan
Beijing Yonghang law firm
About Shanxi Meijin Energy Co.Ltd(000723)
2022 restricted stock incentive plan (Draft)
Legal opinion
To: Shanxi Meijin Energy Co.Ltd(000723)
Beijing Yonghang law firm (hereinafter referred to as "Yonghang") is entrusted by Shanxi Meijin Energy Co.Ltd(000723) (hereinafter referred to as "the company", "listed company" or " Shanxi Meijin Energy Co.Ltd(000723) ") as the special legal adviser of the company's restricted stock incentive plan in 2022 (hereinafter referred to as "the incentive plan"), in accordance with the company law of the people's Republic of China (hereinafter referred to as "the company law") The securities law of the people's Republic of China (hereinafter referred to as the "Securities Law"), the measures for the administration of equity incentive of listed companies (hereinafter referred to as the "administrative measures") issued by the China Securities Regulatory Commission (hereinafter referred to as the "CSRC") The relevant provisions of laws, administrative regulations, departmental rules and normative documents such as the main board information disclosure business Memorandum No. 3 - equity incentive and employee stock ownership plan of Shenzhen Stock Exchange (hereinafter referred to as "laws and regulations") and the Shanxi Meijin Energy Co.Ltd(000723) articles of Association (hereinafter referred to as "articles of Association") on the relevant matters involved in the implementation of this incentive plan by the company, Issue this legal opinion.
In order to issue this legal opinion, in accordance with 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), Yonghang has collected relevant evidence materials, consulted the documents that need to be consulted according to the regulations and other documents that Yonghang deems necessary, Including but not limited to the approval documents, relevant records, materials and certificates of relevant government departments provided by Shanxi Meijin Energy Co.Ltd(000723) . If the company guarantees that it has provided the original written materials, copies, photocopies, explanations, commitments or certificates required by Yongxing to issue this legal opinion, and that the documents and materials provided to Yongxing are true, accurate, complete and effective, without any concealment, falsehood or major omission, and the documents and materials are copies or photocopies, Based on the consistency and consistency with the original, Yonghang reasonably and fully used the methods including but not limited to interview, written review, field investigation and review to verify and confirm the relevant facts. 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 the facts that have occurred or exist before the date of issuance of this legal opinion, Yonghang bank and its handling lawyers have strictly performed their statutory duties and followed the principles of diligence and good faith, Sufficient verification and verification have been carried out to 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.
Yonghang only expresses its opinions on legal issues related to the company's incentive plan, and only expresses its legal opinions in accordance with the current laws and regulations of the people's Republic of China (for the purpose of this legal opinion, excluding Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan, hereinafter referred to as "China"), and does not express its legal opinions in accordance with any laws outside China. Yonghang will not comment on the rationality of the underlying stock value, assessment standards and other issues involved in the company's incentive plan, as well as accounting, finance and other non legal professional matters. When quoting relevant financial data or conclusions in this legal opinion, Yonghang has performed the necessary duty of care, but such quoting shall not be deemed as Yonghang's express or implied guarantee for the authenticity and accuracy of these data and conclusions. For the fact that it is very important to issue this legal opinion and cannot be supported by independent evidence, Yonghang bank relies on the instructions or supporting documents issued by relevant government departments, Shanxi Meijin Energy Co.Ltd(000723) or other relevant units to issue legal opinions.
Yonghang agrees to take this legal opinion as one of the necessary documents for the company to implement this incentive plan, report or announce it together with other materials as a public disclosure document, and bear corresponding legal liabilities for the legal opinion issued according to law.
This legal opinion is only used by the company for the purpose of implementing this incentive plan, and shall not be used for any other purpose.
Yonghang agrees that the company shall quote the relevant contents of this legal opinion in the relevant documents prepared for the implementation of this incentive plan, but when the company makes the above quotation, it shall not cause legal ambiguity or misinterpretation due to the quotation. Yonghang has the right to review and confirm the corresponding contents of the above relevant documents again.
In accordance with the requirements of the company law, the securities law and other relevant laws, administrative regulations, the relevant provisions of the CSRC and the Shenzhen Stock Exchange, and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, Yonghang Bank hereby issues the following legal opinions: I. The subject qualification of the company for the implementation of this incentive plan
In October 1992, according to the reply on Approving the establishment of Fuzhou General Electric Co., Ltd. (mSTG [1992] No. 096) issued by Fujian Economic System Reform Commission, Fuzhou No. 2 Switchgear Factory was reorganized into a standardized joint-stock enterprise, established "Fuzhou General Electric Co., Ltd., and later renamed" Fuzhou Tianyu electric Co., Ltd. ".
In April 1997, according to the reply on the application for public offering of shares by Fuzhou Tianyu Electric Co., Ltd. (Zheng Jian FA Zi [1997] No. 128) and the reply on the A-share issuance scheme of Fuzhou Tianyu Electric Co., Ltd. (Zheng Jian FA Zi [1997] No. 129) issued by the CSRC, Tianyu electric publicly issued 30 million RMB common shares to the public, It is listed and traded in Shenzhen stock exchange with the stock code of "000723".
In August 2004, the state owned assets supervision and Administration Commission of the State Council issued the reply on issues related to the transfer of state-owned shares of Fuzhou Tianyu Electric Co., Ltd. (gzcq [2004] No. 765), agreeing to Shanxi Meijin Energy Co.Ltd(000723) Group Co., Ltd. to acquire the controlling interest of listed companies.
In January 2007, the CSRC issued the opinions on Approving the major asset replacement scheme of Fuzhou Tianyu Electric Co., Ltd. (zjggz [2007] No. 3) and agreed to the relevant scheme of the combination of major asset replacement and split share structure reform of listed companies.
In September 2007, the company changed its name to " Shanxi Meijin Energy Co.Ltd(000723) ", the stock abbreviation was changed to " Shanxi Meijin Energy Co.Ltd(000723) ", and the stock code was "000723".
(II) according to the current valid business license and articles of association of the company and verified by the lawyers of the exchange, Shanxi Meijin Energy Co.Ltd(000723) effectively exists in accordance with the law, and there is no need to terminate or revoke the legal person status in accordance with relevant laws and administrative regulations, nor is there any violation of securities laws and regulations or other circumstances that need to terminate the listing qualification.
(III) according to the statement and commitment issued by the company and the audit report (ZTY (2021) SZ No. 90201) and internal control audit report (ZTY (2021) GZ No. 90010) issued by Beijing Xinghua Certified Public Accountants (special general partnership), and verified by the lawyers of the firm, Shanxi Meijin Energy Co.Ltd(000723) there are no following circumstances that prohibit the implementation of equity incentive plan as stipulated in Article 7 of the administrative measures:
1. The financial and 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 over the financial report of the latest fiscal year was denied or failed by the 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 not allowed according to laws and regulations;
5. Other circumstances recognized by the CSRC.
To sum up, after verification by our lawyers, Yonghang believes that as of the date of issuance of this legal opinion, Shanxi Meijin Energy Co.Ltd(000723) is a listed joint stock limited company established according to law and effectively existing, there is no situation that equity incentive plan shall not be implemented as stipulated in Article 7 of the administrative measures, and it has the subject qualification to implement this incentive plan. 2、 Main contents of this incentive plan
On January 21, 2022, Shanxi Meijin Energy Co.Ltd(000723) held the 27th meeting of the ninth board of directors, deliberated and adopted the incentive plan (Draft) and other relevant proposals. According to the relevant provisions of the management measures, our lawyers have checked the contents of the company's incentive plan item by item.
(I) purpose of this incentive plan
According to Article 1 of Chapter II of the incentive plan (Draft), The purpose of this incentive plan is to "further improve the corporate governance structure of the company, promote the company to establish and improve the incentive and restraint mechanism, fully mobilize the enthusiasm of the management and employees of the company and its subsidiaries, effectively combine the interests of shareholders, the company and the management, and make all parties pay common attention to the long-term development of the company".
After verification by our lawyers, Yonghang believes that the incentive plan has defined the relevant implementation objectives and is in line with the provisions of item (I) of Article 9 of the management measures.
(II) determination basis and scope of incentive objects
1. Determination basis of incentive object
According to Article 1 of Chapter III of the incentive plan (Draft), the basis for determining the incentive objects of the incentive plan is as follows:
(1) Legal basis for determining incentive objects
The incentive objects of this incentive plan are determined in accordance with the company law, securities law, administrative measures and other relevant laws, regulations, normative documents and the articles of association, and in combination with the actual situation of the company.
(2) Job basis for determining incentive objects
The incentive objects of this incentive plan include the directors, senior managers, middle managers, core technicians, backbone business personnel and personnel in key positions in the company or subsidiaries when the company implements this incentive plan, excluding independent directors, supervisors, shareholders individually or jointly holding more than 5% of the shares of the company, actual controllers and their spouses, parents Children.
2. Scope of incentive objects
According to Article 2 of Chapter III of the incentive plan (Draft), there are 622 incentive objects involved in the incentive plan, including some directors, senior managers, middle managers, core business (technical) backbone and key positions held by the company or subsidiaries.
The above incentive objects do not include independent directors, supervisors, shareholders who individually or jointly hold more than Shanxi Meijin Energy Co.Ltd(000723) 5% shares, actual controllers and their spouses, parents and children. All incentive objects must work in the company or subsidiaries within the assessment period of this incentive plan and have signed labor contracts with the company or subsidiaries.
3. Verification of incentive objects
According to Article 3 of Chapter III of the incentive plan (Draft), after the incentive plan is reviewed and approved by the board of directors, the company will publicize the names and positions of incentive objects in the company through the company's intranet or other channels before the shareholders' meeting, and the publicity period shall not be less than 10 days.
The board of supervisors of the company will review the list of incentive objects, fully listen to the publicity opinions, and disclose the explanation of the board of supervisors on the review and publicity of the list of incentive objects five days before the shareholders' meeting of the company deliberates the incentive plan. The list of incentive objects adjusted by the board of directors of the company shall also be verified by the board of supervisors of the company.
After verification by our lawyers, Yonghang believes that the incentive plan defines the basis and scope for determining the incentive object, the determination of the incentive object is legal and compliant, and the qualification of the incentive object meets the provisions of Article 8 and item (II) of Article 9 of the management measures.
(III) source and quantity of restricted shares in this incentive plan
1. Stock source of this incentive plan
Stock of this incentive plan
