Guohao law firm (Shanghai)
On Yunnan Energy New Material Co.Ltd(002812) 2022 stock option and restricted stock incentive plan
Legal opinion
Floor 23-25, Jiadi center, No. 968, West Beijing Road, Shanghai 200041
23-25/F, Garden Square, 968Wes t Beijing Road, Shanghai200041, China
Tel: (+ 86) (21) 5234 1668 Fax: (+ 86) (21) 5243 3320
Website / Web site: http://www.grandall.com.cn.
January, 2002
catalogue
interpretation…… 2 Section 1 Introduction 4 Section II text 6 I. The company’s main qualification for implementing the incentive plan 6 II. Main contents of this incentive plan 8 III. legal procedures involved in this incentive plan 25 IV. information disclosure of this incentive plan 27 v. the company did not provide financial assistance to the incentive object 27 VI. impact of this incentive plan on the interests of the company and all shareholders 27 VII. Concluding comments 28 section III signature page twenty-nine
interpretation
Unless otherwise specified, the relevant words in this legal opinion have the following specific meanings:
Yunnan Energy New Material Co.Ltd(002812) , formerly known as “Yunnan innovation Yunnan Energy New Material Co.Ltd(002812) , company, Shanghai”
Refers to new materials Co., Ltd. (hereinafter referred to as “innovation shares”) (stock market company)
(ticket code: 002812)
Incentive plan (Draft) refers to the Yunnan Energy New Material Co.Ltd(002812) 2022 stock option and restricted stock incentive plan (Draft)
The measures for the implementation and assessment refers to the measures for the administration of the implementation and assessment of the Yunnan Energy New Material Co.Ltd(002812) 2022 stock option and restricted stock incentive plan
This incentive plan, stock options and restricted index of this incentive Yunnan Energy New Material Co.Ltd(002812) 2022
Incentive plan, stock incentive plan of the plan
The company grants incentive objects with pre-determined stock options in a certain period of time in the future
The right to purchase a certain number of shares of the company at a price and on terms
According to the conditions and prices specified in the incentive plan, the company grants a certain number of company shares to the incentive object, and these shares are limited to restricted shares for a certain period of time
During the sale period, the restriction on sale and circulation can be lifted only after the conditions for lifting the restriction on sale specified in the incentive plan are met
According to the provisions of this incentive plan, the incentive objects who obtain stock options or restricted stocks refer to the company’s senior managers, middle managers and core technology and business backbones
The date on which the company grants rights and interests to the incentive object must be the transaction grant date
day
The waiting period from the date when the registration of stock option grant is completed to the date when the stock option is exercisable
Time period between
Exercise refers to the behavior that the incentive object purchases the underlying stock according to the conditions set in the incentive plan
The vesting date refers to the date when the incentive object can start exercising the right. The vesting date must be a trading date
day
The exercise price refers to the price at which the incentive object purchases the company’s shares as determined in the incentive plan
Exercise conditions refer to the conditions that must be met for the incentive object to exercise the stock option according to the stock option incentive plan
The restricted sale period refers to the period during which the restricted shares granted to the incentive object under the incentive plan are prohibited from being transferred, used for guarantee and debt repayment
After the conditions for lifting the restrictions on sales specified in the incentive plan are met, the incentive object will hold the term index for lifting the restrictions on sales
The period during which some restricted stocks can be lifted and listed for circulation
According to the incentive plan, the conditions for lifting the restrictions on the sale of restricted shares obtained by the incentive object refer to
Conditions that must be met
The grant price refers to the price of each restricted stock granted by the company to the incentive object
Shenzhen stock exchange refers to Shenzhen Stock Exchange
The articles of association refers to the Yunnan Energy New Material Co.Ltd(002812) articles of association
Company Law refers to 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
The first part of the self regulatory guide the first part of the self regulatory guide for GEM listed companies of Shenzhen stock exchange refers to
No. – business handling
CSRC and CSRC refer to China Securities Regulatory Commission
China Securities Depository and Clearing Corporation refers to Shenzhen Branch of China Securities Depository and Clearing Corporation Limited
This office refers to Guohao law firm (Shanghai)
The lawyer of the exchange refers to the handling lawyer appointed by the exchange for this incentive plan
Yuan refers to RMB unless otherwise specified
Guohao law firm (Shanghai)
About Yunnan Energy New Material Co.Ltd(002812)
2022 stock option and restricted stock incentive plan
of
Legal opinion
To: Yunnan Energy New Material Co.Ltd(002812)
According to the entrustment agreement on non litigation legal services signed with Yunnan Energy New Material Co.Ltd(002812) , Guohao law firm (Shanghai) acted as the special legal adviser of Yunnan Energy New Material Co.Ltd(002812) this incentive plan.
In accordance with the company law, the securities law, the administrative measures, the self regulatory guide No. 1, the administrative measures for securities legal business of law firms, the practicing rules of securities legal business of law firms and other relevant laws, regulations and normative documents, as well as the relevant provisions of the articles of Association, and in accordance with the business standards recognized by the lawyer industry This legal opinion is issued in accordance with the code of ethics and the spirit of diligence, taking the facts as the basis and the law as the criterion.
Section I Introduction
The lawyer of our 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 the CSRC, and declares as follows:
(I) in accordance with the provisions of the company law, the securities law, the administrative measures and other relevant laws, regulations and normative documents and the facts that have occurred or exist before the issuance date of the legal opinion, the exchange and the handling lawyers have strictly performed their statutory duties, followed the principles of diligence, good faith and full verification, Ensure that the facts identified in the legal opinions are true, accurate and complete, and the concluding opinions issued are legal and accurate, without false records, misleading statements or major omissions, and bear corresponding legal liabilities.
(II) this legal opinion is issued in accordance with the laws, administrative regulations, rules and normative documents currently in force in China or applicable to the occurrence or existence of the company’s acts and relevant facts, and based on the lawyers’ understanding of these provisions.
(III) our lawyer agrees to take this legal opinion as the necessary legal document for the company to implement this incentive plan, report it or disclose it to the public together with other application materials, and is willing to bear corresponding legal liabilities. (IV) the company guarantees that it has provided the lawyers of the firm with authentic, complete and effective original written materials, duplicate materials or oral testimony necessary for issuing legal opinions.
(V) for the fact that this legal opinion is very important and cannot be supported by independent evidence, our lawyers rely on the supporting documents, testimony or copies of documents issued or provided by relevant government departments, companies or other relevant units or relevant persons to issue legal opinions.
(VI) this legal opinion only expresses legal opinions on this incentive plan according to law, and does not express opinions on the rationality of the stock value, assessment standards and other issues involved in this incentive plan, as well as accounting, finance, audit and other non legal professional matters. The quotation of relevant financial data or conclusions in this legal opinion shall not be regarded as any express or implied guarantee for the authenticity and accuracy of these data and conclusions. The institute does not have the appropriate qualification to verify and evaluate such data and conclusions.
(VII) our lawyer has not authorized any unit or individual to make any explanation or explanation on this legal opinion. (VIII) 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.
Section II main body
1、 The company is qualified to implement the incentive plan
(I) Yunnan Energy New Material Co.Ltd(002812) is a joint stock limited company established according to law, and its shares have been listed on the Shenzhen Stock Exchange
1. Yunnan Energy New Material Co.Ltd(002812) is a joint stock limited company established by the overall change of its predecessor Yunnan Yuxi innovation Color Printing Co., Ltd. (hereinafter referred to as “Innovation Co., Ltd.”). Yunnan Yuxi innovative color printing Co., Ltd. was jointly established by Li Xiaoming, Sherry Lee, Yuxi Heyi Investment Co., Ltd., Yuxi Heli Investment Co., Ltd., Tian Youshan, Li Zihua, Xu Ming and Zhang Ming. At the time of establishment, its organizational form was a limited liability company. On February 31, 2011, Yuxi Administration for Industry and Commerce approved the establishment registration and issued the business license of enterprise legal person to Yuxi innovation Color Printing Co., Ltd.
On April 11, 2011, Yunnan Administration for Industry and Commerce approved the application for name change and market entity type change of Innovation Co., Ltd., and issued the business license for enterprise legal person with registration number of 53040040000009. Yunnan Yuxi innovation color printing company was officially changed to Yunnan innovation new materials Co., Ltd.
2. Approved by the reply on Approving the initial public offering of shares by Yunnan innovative new materials Co., Ltd. (zjxk [2016] No. 1886) of China Securities Regulatory Commission, Enjie innovative new materials Co., Ltd. is approved to publicly issue no more than 33.48 million new shares. With the consent of the notice on the listing of RMB common shares of Yunnan innovative new materials Co., Ltd. (SZS [2016] No. 618) of Shenzhen Stock Exchange, innovative shares were listed on Shenzhen Stock Exchange on September 14, 2016, stock code: 002812.
3. With the approval of Yunnan Administration for Industry and Commerce and Shenzhen Stock Exchange, the Chinese name of innovation shares has been changed from “Yunnan innovation new materials Co., Ltd.” to ” Yunnan Energy New Material Co.Ltd(002812) ” since October 18, 2018; The Chinese abbreviation is changed from “innovation shares” to ” Yunnan Energy New Material Co.Ltd(002812) “; The stock code remains unchanged and remains “002812”.
(II) Yunnan Energy New Material Co.Ltd(002812) is valid and its shares are continuously traded on the Shenzhen Stock Exchange
1. After verification by our lawyers, Yunnan Energy New Material Co.Ltd(002812) currently holds the business license with the unified social credit code of “91530000727317703k” issued by Yunnan market supervision and administration on May 8, 2021. The legal representative is Paul Xiaoming Lee; The domicile is No. 125, Fuxian Road, high tech Zone, Yuxi City, Yunnan Province; The registered capital is 88816063600 yuan; The business term is from May 12, 2011 to long-term; Business scope: packaging, decoration and other printed matter printing; Printing of commodity trademarks (including tobacco and drug trademarks) and trademark design; Packaging box production, processing and sales; Color printing
