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Jiangxi Huabang law firm
About Jiangxi Wannianqing Cement Co.Ltd(000789)
2022 stock option incentive plan
of
Legal opinion
Huabang Yizi (2022) No. 89
Jiangxi Huabang law firm
January, 2002
Jiangxi Huabang law firm
About Jiangxi Wannianqing Cement Co.Ltd(000789)
Of stock option incentive plan in 2022
Legal opinion
To: Jiangxi Wannianqing Cement Co.Ltd(000789)
According to the company law of the people's Republic of China (hereinafter referred to as the "company law") and 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 "measures") and the Trial Measures for the implementation of equity incentive by state-controlled listed companies (within China) (hereinafter referred to as the "Trial Measures") issued by the China Securities Regulatory Commission (hereinafter referred to as the "CSRC") Jiangxi Huabang law firm (hereinafter referred to as the "exchange") accepts the entrustment of Jiangxi Wannianqing Cement Co.Ltd(000789) (hereinafter referred to as the "company" or " Jiangxi Wannianqing Cement Co.Ltd(000789) ") in accordance with the relevant provisions of the notice on regulating the implementation of equity incentive system by state-controlled listed companies (hereinafter referred to as the "normative notice"), This legal opinion is issued on the company's 2022 stock option incentive plan (hereinafter referred to as "the incentive plan" or "the plan").
In order to issue this legal opinion, our lawyers have reviewed the stock option incentive plan for Jiangxi Wannianqing Cement Co.Ltd(000789) 2022 (Draft) (hereinafter referred to as the "incentive plan (Draft)"), the measures for the administration of the implementation and assessment of the stock option incentive plan for Jiangxi Wannianqing Cement Co.Ltd(000789) 2022 (hereinafter referred to as the "assessment measures") Independent opinions of Jiangxi Wannianqing Cement Co.Ltd(000789) independent directors on matters related to the second interim meeting of the ninth board of directors, verification opinions of Jiangxi Wannianqing Cement Co.Ltd(000789) board of supervisors on the company's 2022 stock option incentive plan (Draft), written instructions of the company and other documents that lawyers of the exchange think need to be reviewed, And checked and verified the relevant facts and materials by querying the public information of government departments.
With regard to this legal opinion, our lawyer makes the following statement:
1. In the course of work, our lawyers have been guaranteed by Jiangxi Wannianqing Cement Co.Ltd(000789) : that is, the company has provided our lawyers with the original written materials, duplicate materials and oral testimony that our lawyers believe are necessary for the preparation of legal opinions, and the documents and materials provided are true, complete and effective without concealment, falsehood and major omissions.
2. The lawyers of the firm shall issue legal opinions in accordance with the facts that have occurred or existed before the date of issuance of this legal opinion, the company law of the people's Republic of China, the securities law of the people's Republic of China and other current national laws, regulations, normative documents and relevant provisions of the CSRC.
3. For the fact that this legal opinion is very important and cannot be supported by independent evidence, our lawyers rely on the supporting documents issued by relevant government departments, Hubei Guangji Pharmaceutical Co.Ltd(000952) or other relevant units and the publicly available information of the competent department as the basis for making this legal opinion.
4. In accordance with the securities law of the people's Republic of China, 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), as well as the facts that have occurred or exist before the date of issuance of this legal opinion, the office 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.
5. This legal opinion only expresses legal opinions on legal issues in China related to this incentive plan. The firm and its handling lawyers are not qualified to express professional opinions on professional matters such as accounting and auditing and overseas legal matters. When accounting and auditing matters are involved in this legal opinion, they are quoted in strict accordance with the professional documents and Hubei Guangji Pharmaceutical Co.Ltd(000952) instructions issued by relevant intermediaries.
6. This legal opinion is only used as a legal document for internal approval of the incentive plan.
7. This legal opinion is only for the purpose of this incentive plan and shall not be used for any other purpose. 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 hereby issue the following legal opinions:
1、 The company meets the conditions for implementing the incentive plan
(I) subject qualification for implementing the incentive plan
According to the information provided by the company and verified by our lawyers, the company is a joint stock limited company exclusively initiated by the former Jiangxi cement plant (now the controlling shareholder Jiangxi Cement Co., Ltd.) and established by public offering of shares to the public, which has been approved by the CSRC, It was listed on Shenzhen Stock Exchange (hereinafter referred to as "Shenzhen Stock Exchange") on September 23, 1997. The stock is abbreviated as " Jiangxi Wannianqing Cement Co.Ltd(000789) " and the stock code is 000789.
The company currently holds the business license (Unified Social Credit Code: 913611007057505811) issued by Jiangxi market supervision and Administration Bureau. The basic information of the company is as follows:
Name Jiangxi Wannianqing Cement Co.Ltd(000789)
Unified social credit code 913611007057505811
Legal representative: Lin Rong
The registered capital is 7973737367800 yuan
Enterprise type: joint stock limited company (listed, state-owned holding)
Address: Wannian County, Shangrao City, Jiangxi Province
Date of establishment: September 5, 1997
Business term: September 5, 1997 to September 4, 2097
Production and sales of cement, clinker, commercial concrete and related building materials; Cement technical consultation and service; Equipment and property leasing; Industrial waste residue used in the production of coal, limestone and cement; Auxiliary materials required for operation and production
Business scope: materials; Operating electromechanical equipment and its accessories; Operate the export business of the self-produced products and technologies of the enterprise; Operate the import business of raw and auxiliary materials, instruments and meters, mechanical equipment, spare parts and technology required by the enterprise's production and scientific research.
(for projects subject to approval according to law, business activities can only be carried out after being approved by relevant departments)
After verification, our lawyers believe that the company is a valid joint stock limited company listed on the Shenzhen Stock Exchange, and there are no circumstances requiring the termination of the company specified in laws, regulations, normative documents or the articles of association.
(II) the company does not have the situation that equity incentive is not allowed according to Article 7 of the management measures
After verification by the lawyers of the firm, the company does not have the following circumstances that prohibit the implementation of this incentive plan as stipulated in Article 7 of the management 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 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 CSRC.
(III) the company meets the conditions for equity incentive specified in Article 5 of the trial measures
After the explanation of the company and the verification of our lawyers, our lawyers believe that the company meets the following conditions for the implementation of equity incentive stipulated in Article 5 of the trial measures:
1. The corporate governance structure is standardized, the shareholders' meeting, the board of directors and the management are well organized and their responsibilities are clear. External directors (including independent directors, the same below) account for more than half of the members of the board of directors;
2. The Remuneration Committee is composed of external directors, with sound remuneration committee system, perfect rules of procedure and standardized operation;
3. Sound internal control system and performance appraisal system, standardized basic management system, and established labor employment, salary and welfare system and performance appraisal system in line with the requirements of market economy and modern enterprise system;
4. The development strategy is clear, the asset quality and financial status are good, and the business performance is stable; No financial violations and bad records in recent three years;
5. Other conditions stipulated by the securities regulatory authority.
After verification, our lawyers believe that the company is a listed company established and existing in accordance with the law, there is no situation that the equity incentive plan shall not be implemented as stipulated in Article 7 of the administrative measures, and the company meets the conditions for the implementation of equity incentive as stipulated in Article 5 of the trial measures.
2、 Contents of this incentive plan
(I) items specified in this incentive plan
The second interim meeting of the ninth board of directors of the company deliberated and adopted the proposal on the company's stock option incentive plan in 2022 (Draft) and its summary on January 25, 2022.
The lawyer of the firm consulted the incentive plan (Draft), which mainly includes: interpretation, the purpose of implementing the incentive plan, the management organization of the incentive plan, the basis and scope of determining the incentive object, the source, quantity and distribution of the underlying shares involved in the incentive plan, the time arrangement of the incentive plan, the exercise price of stock options and its determination method, The granting and exercise conditions of stock options, the adjustment methods and procedures of stock options, the accounting treatment of stock options, the implementation procedures of this incentive plan, the respective rights and obligations of the company and the incentive object, the treatment of changes between the company and the incentive object, and the supplementary provisions.
Our lawyers believe that the main contents of the incentive plan (Draft) examined and approved by the board of directors of the company comply with the provisions of Article 9 of the management measures and Article 7 of the trial measures.
(II) specific contents of the incentive plan
1. Purpose of incentive plan
According to the incentive plan (Draft), The purpose of this incentive plan is: "in order to further establish and improve the company's long-term incentive mechanism, attract and retain excellent talents, fully mobilize the enthusiasm of the company's senior managers and key personnel, effectively combine the interests of shareholders, the company and the personal interests of managers, jointly pay attention to the long-term development of the company and work hard for it."
Our lawyers believe that the purpose of this incentive plan is in line with the provisions of item (I) of Article 9 of the management measures.
2. Determination basis and scope of incentive object
(1) Determination basis of incentive object
1) Legal basis for determining incentive objects
The incentive objects of the incentive plan are determined in accordance with the company law, securities law, trial measures, management measures and other relevant laws, regulations, normative documents and the relevant provisions of 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 are senior managers and key personnel of the company.
(2) Scope of incentive objects
The total number of incentive objects involved in this incentive plan is 244, including:
1) Senior management of the company;
2) Key personnel of the company;
The incentive objects involved in this incentive plan do not include supervisors, external directors (including independent directors) held by persons other than the controlling shareholders of the company, shareholders or actual controllers who individually or jointly hold more than 5% of the shares of the company and their spouses, parents and children.
Among the above incentive objects, senior managers must be appointed by the board of directors of the company. All incentive objects must have employment, employment or labor relations with the company within the assessment period of the incentive plan.
(3) Verification of incentive objects
1) After the incentive plan is reviewed and approved by the board of directors, the company will publicize the list of incentive objects internally for a period of no less than 10 days.
2) 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 general meeting of shareholders 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.
In conclusion, our lawyers believe that the incentive plan has defined the basis and scope of the incentive object, which is in line with the provisions of Articles 8 and 9 (II) of the management measures and Articles 11 and 12 of the trial measures.
3. The source, quantity and distribution of the underlying shares involved in the incentive plan
The incentive plan adopts stock option as the incentive tool, and the specific contents are as follows:
(1) Source of underlying stock
The source of the underlying stock involved in this incentive plan is the company's directional issuance of A-share common stock to the incentive object.
(2) Number of underlying shares
The incentive plan plans to grant a total of 7.85 million stock options to the incentive objects, involving RMB A-share common shares, accounting for about 0.98% of the total share capital of the company at the time of announcement of the draft incentive plan. Under the condition that each stock option meets the exercise conditions, each stock option granted to the incentive object has the right to purchase one A-share common stock of the company at the exercise price within the validity period
