FANGDAPARTNERS
Shanghai, Beijing, Shenzhen, Guangzhou, Hong Kong
http://www.fangdalaw.com.
288 Shimen 1st Road, Shanghai, China e-mail: [email protected]. Taikoo Hui, 24 / F, tower 2, Hong Kong Industrial Center Tel.: 86-21-2208-1166
Postal Code: 200041 Fax: 86-21-5298-5599
24/F, HKRI Centre TwoHKRI Taikoo Hui288 Shi Men Yi RoadShanghai 200041, PRC
Shanghai Fangda law firm
About Shanghai Baosteel Packaging Co.Ltd(601968)
Legal opinion on the achievement of exercise conditions and cancellation of some stock options in the first exercise period reserved for granting stock options under the 2018 stock option incentive plan
To: Shanghai Baosteel Packaging Co.Ltd(601968)
Shanghai Fangda law firm (hereinafter referred to as “the firm”) is a law firm with the legal practice qualification of the people’s Republic of China (hereinafter referred to as “China” for the purpose of this legal opinion, excluding Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan region). According to the entrustment of Shanghai Baosteel Packaging Co.Ltd(601968) (hereinafter referred to as ” Shanghai Baosteel Packaging Co.Ltd(601968) ” or “the company”), the exchange acted as the special legal adviser of Shanghai Baosteel Packaging Co.Ltd(601968) 2018 stock option incentive plan project (hereinafter referred to as “incentive plan” or “this plan”), This legal opinion is issued on matters related to the first exercise period of reserved and granted stock options under the plan (hereinafter referred to as “this exercise”) and the cancellation of some reserved stock options under the incentive plan (hereinafter referred to as “this cancellation”).
In accordance with the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), the company law of the people’s Republic of China (hereinafter referred to as the “company law”) and the measures for the administration of equity incentive of listed companies (hereinafter referred to as the “administrative measures”) Trial Measures for the implementation of equity incentive by state-controlled listed companies (domestic) (Guo Zi FA FA Pai [2006] No. 175, hereinafter referred to as the “Trial Measures”), notice on issues related to regulating the implementation of equity incentive system by state-controlled listed companies (Guo Zi FA Pai [2008] No. 171) Notice on matters related to further improving the equity incentive work of listed companies controlled by central enterprises (gzfkp [2019] No. 102), guidelines for the implementation of equity incentive by listed companies controlled by central enterprises (gzfkp [2020] No. 178, hereinafter referred to as the “guidelines”) and other applicable regulations of government departments This legal opinion is issued in accordance with the provisions of normative documents (hereinafter collectively referred to as “Chinese laws”).
In order to issue this legal opinion, our lawyers have reviewed the articles of association of Shanghai Baosteel Packaging Co.Ltd(601968) , the Shanghai Baosteel Packaging Co.Ltd(601968) 2018 stock option incentive plan (Draft) (hereinafter referred to as the “incentive plan (Draft)”), the measures for the administration of the assessment of the implementation of Shanghai Baosteel Packaging Co.Ltd(601968) 2018 stock option incentive plan (hereinafter referred to as the “assessment measures”), the relevant documents of the general meeting of shareholders of the company The meeting documents of the board of directors, the meeting documents and verification opinions of the board of supervisors, the opinions of independent directors, the written confirmation of the company and other documents deemed necessary to be reviewed by our lawyers, and checked and verified the relevant facts and materials by querying the public information of government departments. The exchange also obtains the following guarantee from the company: the documents and statements provided by the company to the exchange are complete, true, accurate and effective; The subject signing the document has the right and capacity to sign the document, all signatures and seals in the document provided are authentic, and any signed document is effectively authorized by relevant parties and signed by its legal representative or legally authorized representative; The copy of the document is consistent with the original, and all facts and documents sufficient to affect this legal opinion have been disclosed to the exchange without any concealment, omission, falsehood or misleading; These facts and documents have not changed on the date of providing them to the exchange and the date of issuing this legal opinion.
For the fact that it is very important to issue this legal opinion and cannot be supported by independent evidence, the exchange relies on the supporting documents issued by relevant government departments, companies or other relevant institutions to issue legal opinions.
Based on the provisions of Chinese laws and regulations in force on the date of issuance, the exchange issues legal opinions on the facts that have occurred or existed before the date of issuance of this legal opinion, and based on the understanding of relevant facts and Chinese laws and regulations.
The exchange only gives legal opinions on legal issues related to the plan and does not comment on professional matters such as accounting audit, asset evaluation, credit rating, financial internal control, investment and business decision-making, because the exchange does not have the appropriate qualifications to make such comments. When such contents are involved in this legal opinion, they are quoted in strict accordance with the reports issued by relevant intermediaries or the company’s documents. Such quotations do not indicate that the exchange makes any express or implied recognition or guarantee for the authenticity and accuracy of relevant data, conclusions and considerations. 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 the facts that have occurred or exist before the date of issuance of this legal opinion, the firm 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.
This legal opinion is only for the purpose of the company’s plan, and shall not be used by any other person or for any other purpose. Without the prior written consent of the exchange, this legal opinion shall not be provided to any other person, relied on by any other person, or used for any other purpose.
The exchange agrees to take this legal opinion as a necessary legal document for this plan.
The lawyers of the firm have verified and verified the relevant documents and facts provided by the company in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry. The legal opinions are as follows: I. The exercise (I) the procedures performed in the exercise
1. On October 12, 2018, the company held the 15th meeting of the 5th board of directors, The proposal on the company’s 2018 stock option incentive plan (Draft) and summary, the proposal on the management measures for the implementation and assessment of the company’s stock option incentive plan, and the proposal on submitting the general meeting of shareholders to authorize the board of directors to handle matters related to the stock option incentive plan were reviewed and approved. Related directors Mr. Cao Qing and Mr. Zhuang Jianjun have avoided voting on relevant proposals. On the same day, the independent directors of the company issued the independent opinions of the independent directors of Shanghai Shanghai Baosteel Packaging Co.Ltd(601968) Co., Ltd. on matters related to the 15th meeting of the Fifth Board of directors.
2. On October 12, 2018, the company held the 11th meeting of the 4th board of supervisors, The proposal on the company’s 2018 stock option incentive plan (Draft) and summary, the proposal on the management measures for the implementation and assessment of the company’s stock option incentive plan, and the proposal on submitting the general meeting of shareholders to authorize the board of directors to handle matters related to the stock option incentive plan were reviewed and approved. On the same day, the board of supervisors issued the verification opinions of the board of supervisors of Shanghai Baosteel Packaging Co., Ltd. on the company’s 2018 stock option incentive plan (Draft) and the list of incentive objects.
3. From October 13, 2018 to October 23, 2018, the company publicized the list of incentive objects internally. After the expiration of the publicity period, the company announced the review opinions and publicity statement of the board of supervisors of Shanghai Shanghai Baosteel Packaging Co.Ltd(601968) Co., Ltd. on the list of incentive objects of the company’s 2018 stock option incentive plan on December 1, 2018. The board of supervisors checked the list of incentive objects and explained the publicity.
4. On December 17, 2018, the company received the reply on the first phase of Shanghai Baosteel Packaging Co.Ltd(601968) stock option incentive plan issued by the state owned assets supervision and Administration Commission of the State Council to China Baowu iron and Steel Group Co., Ltd., the actual controller, The state owned assets supervision and Administration Commission of the State Council agrees in principle with the company’s implementation of the first phase of the stock option incentive plan and the performance evaluation objectives of the company’s implementation of the first phase of the stock option incentive plan.
5. On December 21, 2018, the company held the second extraordinary general meeting of shareholders in 2018, The proposal on the company’s 2018 stock option incentive plan (Draft) and summary, the proposal on the management measures for the implementation and assessment of the company’s stock option incentive plan, and the proposal on submitting the general meeting of shareholders to authorize the board of directors to handle matters related to the stock option incentive plan were reviewed and approved.
6. On November 29, 2019, the company held the 27th meeting of the 5th board of directors, deliberated and approved the proposal on granting reserved stock options to incentive objects, and the board of directors agreed to grant 744000 stock options to 12 incentive objects on November 29, 2019. Mr. Liu Changwei, a related director, has abstained from voting on relevant proposals. On the same day, the independent directors of the company issued the independent opinions of Shanghai Baosteel Packaging Co.Ltd(601968) independent directors.
7. On November 29, 2019, the company held the 20th meeting of the 4th board of supervisors, deliberated and adopted the proposal on granting reserved stock options to incentive objects. On the same day, the board of supervisors issued the Shanghai Baosteel Packaging Co.Ltd(601968) board of supervisors’ verification opinions on matters related to the 27th meeting of the Fifth Board of directors.
8. On January 17, 2020, the company completed the registration procedures for granting reserved stock options in Shanghai Branch of China Securities Depository and Clearing Corporation.
9. On December 14, 2020, the company held the third meeting of the sixth board of directors, deliberated and approved the proposal on adjusting the exercise price of stock options granted and reserved for grant in 2018 stock option incentive plan, the proposal on adjusting the target enterprises of 2018 stock option incentive plan and the proposal on canceling some granted stock options, The board of directors agreed to adjust the exercise price of stock options reserved for grant in this plan from 5.39 yuan / share to 5.31 yuan / share; The board of directors agreed to adjust the benchmarking enterprises in the incentive plan (Draft) and keep 20 benchmarking enterprises unchanged (eliminate 2 and Supplement 2); The board of directors agreed to cancel 144400 stock options granted but not exercised by Liu Xiaoyong, Liu Rui and Peng Li, including 24400 stock options granted but not exercised by Liu Xiaoyong, the incentive object reserved for granting stock options, in accordance with the provisions of the incentive plan (Draft). Related directors Mr. Cao Qing and Mr. Liu Changwei have avoided voting on the proposal on adjusting the exercise price of stock options granted for the first time and reserved for grant under the 2018 stock option incentive plan and the proposal on adjusting the benchmark enterprises under the 2018 stock option incentive plan. On the same day, the independent directors of the company issued the opinions of Shanghai Baosteel Packaging Co.Ltd(601968) independent directors. 10. On December 14, 2020, the company held the third meeting of the Fifth Board of supervisors, deliberated and adopted the proposal on adjusting the exercise price of stock options granted and reserved for grant in 2018 stock option incentive plan, the proposal on adjusting the target enterprises of 2018 stock option incentive plan and the proposal on canceling some granted stock options. On the same day, the board of supervisors issued the Shanghai Baosteel Packaging Co.Ltd(601968) board of supervisors’ verification opinions on matters related to the third meeting of the sixth board of directors.
11. On July 30, 2021, the company held the 8th meeting of the 6th board of directors, deliberated and adopted the proposal on adjusting the exercise price of stock options granted for the first time and reserved for grant under the 2018 stock option incentive plan and the proposal on canceling some granted stock options, The board of directors agreed to adjust the exercise price of stock options reserved for grant in this plan from 5.31 yuan / share to 5.24 yuan / share; The board of directors agreed to cancel the incentive objects Zhang Yi, Ni Hui The total number of stock options granted but not exercised by Zhu Jiewei is 344400 (including 24400 stock options granted but not exercised by Zhu Jiewei, the incentive object reserved for granting stock options), and the total number of stock options granted but not exercised under the second exercise period of stock options granted for the first time in this plan is 4.03 million. Related directors Mr. Cao Qing and Mr. Liu Changwei have avoided voting on the proposal on adjusting the exercise price of stock options granted for the first time and reserved for grant under the 2018 stock option incentive plan. On the same day, the independent directors of the company issued the opinions of Shanghai Baosteel Packaging Co.Ltd(601968) independent directors on independent directors of the eighth session of the sixth board of directors.
12. On July 30, 2021, the company held the 6th meeting of the 5th board of supervisors, deliberated and adopted the proposal on adjusting the exercise price of stock options granted for the first time and reserved for grant under the 2018 stock option incentive plan and the proposal on canceling some granted stock options. On the same day, the board of supervisors issued the Shanghai Baosteel Packaging Co.Ltd(601968) board of supervisors’ verification opinions on matters related to the eighth meeting of the sixth board of directors.
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