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 opinions on matters related to the first grant of stock option incentive plan in 2021
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 serves as the special legal adviser for the Shanghai Baosteel Packaging Co.Ltd(601968) 2021 stock option incentive plan project (hereinafter referred to as "the incentive plan" or "the plan") and issues this legal opinion on matters related to the first grant of the plan by the company.
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 stock option incentive plan (Draft) of Shanghai Baosteel Packaging Co.Ltd(601968) 2021 (hereinafter referred to as the "incentive plan (Draft)"), the measures for the administration of the assessment of the implementation of the stock option incentive plan of Shanghai Baosteel Packaging Co.Ltd(601968) 2021 (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 has also obtained the following guarantee from the company: the documents, power and capacity of conduct provided by the company to the exchange, all signatures and seals in the documents provided are true, and any signed documents are effectively authorized by relevant parties and signed by their legal representatives or legally authorized representatives; 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, It has 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 shall 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 recognized business standards, ethics and the spirit of diligence in the lawyer industry. The legal opinions are as follows: I. the plan and the approval and authorization granted for the first time
1. On December 30, 2021, the company held the 14th meeting of the 6th board of directors, The proposal on the company's 2021 stock option incentive plan (Draft) and summary, the proposal on the 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. Liu Changwei have avoided voting on relevant proposals.
2. On December 30, 2021, the company held the 10th meeting of the 5th board of supervisors, The proposal on the company's 2021 stock option incentive plan (Draft) and summary, the proposal on the implementation and assessment management measures of the company's stock option incentive plan, and the proposal on verifying the list of incentive objects of the company's 2021 stock option incentive plan were reviewed and approved.
3. On December 30, 2021, the independent directors of the company issued the independent opinions of Shanghai Baosteel Packaging Co.Ltd(601968) independent directors on matters related to the 14th meeting of the sixth board of directors.
4. On December 30, 2021, the company posted on the website of Shanghai Stock Exchange (www.sse. Com. CN.) The announcement of Shanghai Baosteel Packaging Co.Ltd(601968) independent directors on public solicitation of entrusted voting rights was disclosed. According to the entrustment of other independent directors of the company, Mr. Liu Fengwei, the independent director, as the collector, solicited entrusted voting rights from all shareholders of the company on the relevant proposals of the plan considered at the first extraordinary general meeting of shareholders in 2022.
5. From December 31, 2021 to January 10, 2022, the company publicized the list of incentive objects internally. After the expiration of the publicity period, the company announced on January 14, 2021 the audit opinions and publicity statement of the Shanghai Baosteel Packaging Co.Ltd(601968) board of supervisors on the list of incentive objects of the company's 2021 stock option incentive plan. The board of supervisors checked the list of incentive objects and explained the publicity.
6. On January 13, 2022, China Baowu iron and Steel Group Co., Ltd. issued the reply on Shanghai Baosteel Packaging Co.Ltd(601968) 2021 stock option incentive plan to the company. China Baowu iron and Steel Group Co., Ltd. agreed in principle to the company's implementation of 2021 stock option incentive plan and the performance evaluation objectives of the company's implementation of 2021 stock option incentive plan.
7. On January 20, 2022, the company held the first extraordinary general meeting of shareholders in 2022, The proposal on the company's 2021 stock option incentive plan (Draft) and summary, the proposal on the 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.
8. On January 21, 2022, the company held the 15th meeting of the 6th board of directors, deliberated and approved the proposal on the first grant of stock options to incentive objects, and the board of directors agreed to grant 27.84 million stock options to 109 incentive objects with January 21, 2022 as the first grant date. Related directors Mr. Cao Qing and Mr. Liu Changwei have avoided voting on relevant proposals.
9. On January 21, 2022, the company held the 11th meeting of the 5th board of supervisors, deliberated and adopted the proposal on granting stock options to incentive objects for the first time. 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 company's stock option incentive plan. The board of supervisors agreed to grant 27.84 million stock options to 109 incentive objects on January 21, 2022 as the first grant date.
10. On January 21, 2022, the independent directors of the company issued the independent opinions of Shanghai Baosteel Packaging Co.Ltd(601968) independent directors on relevant matters of the 15th meeting of the 6th board of directors. The independent directors believed that the 15th meeting of the 6th board of directors of the company decided to grant stock option to the incentive object for the first time, Comply with the relevant provisions of the management measures, trial measures, work guidelines and incentive plan (Draft).
Based on the above, our lawyers believe that as of the date of issuance of this legal opinion, the first grant of the company's plan has obtained the necessary approval and authorization at this stage, which is in line with the relevant provisions of the management measures, trial measures, work guidelines and incentive plan (Draft). 2、 First grant date of this plan
1. According to the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the stock option incentive plan deliberated and adopted at the first extraordinary general meeting of shareholders in 2022, the general meeting of shareholders of the company authorizes the board of directors to determine the grant date of the plan.
2. According to the proposal on the first grant of stock options to incentive objects deliberated and adopted at the 15th meeting of the sixth board of directors, the board of directors determined that the first grant date of the company's plan is January 21, 2022.
3. According to the proposal on the first grant of stock options to incentive objects deliberated and adopted at the 11th meeting of the 5th board of supervisors, the board of supervisors agreed to determine that the first grant date of the company's plan is January 21, 2022.
4. The independent directors of the company issued the independent opinions of Shanghai Baosteel Packaging Co.Ltd(601968) independent directors on relevant matters of the 15th meeting of the sixth board of directors. The independent directors believe that taking January 21, 2022 as the first grant date is in line with the relevant provisions of the management measures, trial measures, work guidelines and incentive plan (Draft).
5. According to the confirmation of the company and the verification of our lawyers, the grant date of the plan for the first time is the trading day within 60 days from the date when the plan is considered and approved by the general meeting of shareholders of the company and the grant conditions are fulfilled.
Based on the above, our lawyers believe that the grant date of the first grant of the plan complies with the relevant provisions of the administrative measures, trial measures, work guidelines and incentive plan (Draft). 3、 Grant conditions of this plan
In accordance with the relevant provisions of the management measures, trial measures, work guidelines and incentive plan (Draft), and when the following granting conditions are met, the board of directors of the company may grant stock options to incentive objects according to the authorization of the general meeting of shareholders:
1. The company is not under any of the following circumstances:
(1) An audit report with a negative opinion or unable to express an opinion on the financial and accounting report of the most recent fiscal year issued by a certified public accountant;
(2) The internal control of the financial 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;
(3) Failure to distribute profits in accordance with laws and regulations, 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 China Securities Regulatory Commission (hereinafter referred to as the "CSRC"). 2. The incentive object does not have any of the following situations:
(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 have the provisions of the company law shall not serve as directors or senior managers of the company
