Shanghai Guangfa law firm
About Shanghai Haoyuan Chemexpress Co.Ltd(688131)
2022 restricted stock incentive plan (Draft)
Legal opinion
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Shanghai Guangfa law firm
About Shanghai Haoyuan Chemexpress Co.Ltd(688131)
Legal opinions on 2022 restricted stock incentive plan (Draft)
To: Shanghai Haoyuan Chemexpress Co.Ltd(688131)
Shanghai Guangfa law firm (hereinafter referred to as “the firm”) accepts the entrustment of Shanghai Haoyuan Chemexpress Co.Ltd(688131) (hereinafter referred to as “the company”) as the special legal adviser for its implementation of the restricted stock incentive plan in 2022 (hereinafter referred to as “the equity incentive plan”), 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”), the measures for the administration of equity incentive of listed companies (hereinafter referred to as the “administrative measures”) promulgated by the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”) Laws and regulations such as the Listing Rules of shares on the science and Innovation Board of Shanghai Stock Exchange (hereinafter referred to as the “Listing Rules”) and the self regulatory guide for listed companies on the science and Innovation Board No. 4 – disclosure of equity incentive information (hereinafter referred to as the “self regulatory guide”) issued by Shanghai Stock Exchange This legal opinion is issued in accordance with the provisions of normative documents and the Shanghai Haoyuan Chemexpress Co.Ltd(688131) articles of Association (hereinafter referred to as the “articles of association”), and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry.
Based on 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, the exchange issued a legal opinion and declared as follows: the exchange and its handling lawyers in accordance with the securities law The provisions of 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) and the facts that have occurred or exist before the date of issuance of this legal opinion have strictly performed their statutory duties, followed the principles of diligence and good faith, and conducted sufficient verification and verification, 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 bear corresponding legal liabilities.
In the process of investigation for issuing this legal opinion, the company guarantees that it has provided the original written materials and copies that the company considers necessary for issuing this legal opinion, and ensures that the above documents are true, accurate and complete, that all signatures and seals on the documents are true, and that the copies are consistent with the original.
The exchange agrees to take this legal opinion as one of the necessary legal documents for the company’s equity incentive plan, submit it to Shanghai stock exchange together with other materials for public disclosure, and is willing to bear corresponding legal liabilities. This legal opinion is only for the purpose of this equity incentive plan and shall not be used for any other purpose without the prior written consent of the exchange.
In accordance with the requirements of the law and in accordance with the business standards, ethics and diligence recognized by the lawyer industry, our lawyers issue the following legal opinions on the equity incentive plan.
1、 About the qualification of the company to implement the equity incentive plan
(I) the company is a listed company legally established and existing
The lawyers of the firm examined the business license held by the company, the industrial and commercial registration files since its establishment, and the approval documents of the company’s initial public offering and listing on the science and innovation board.
According to the verification of our lawyers, the company now holds the business license with the unified social credit code of 91310000794467963l issued by Shanghai market supervision administration. Its domicile is Room 501, No. 2, Lane 720, Cailun Road, China (Shanghai) pilot free trade zone. The legal representative is Zheng Baofu. The company type is a joint stock limited company (listed, invested or controlled by natural persons), As of the date of issuance of this legal opinion, the registered capital of the company is 74.342007 million yuan.
Approved by the reply on Approving the registration of Shanghai Haoyuan Chemexpress Co.Ltd(688131) initial public offering issued by China Securities Regulatory Commission on April 27, 2021 (zjxk [2021] No. 1496) and the notice on the listing and trading of Shanghai Haoyuan Chemexpress Co.Ltd(688131) RMB common shares on Kechuang Board issued by Shanghai Stock Exchange on June 7, 2021 ([2021] No. 117), The company issued 18.6 million RMB common shares for the first time and was listed on the science and Innovation Board of Shanghai Stock Exchange on June 8, 2021. The stock is abbreviated as ” Shanghai Haoyuan Chemexpress Co.Ltd(688131) ” and the stock code is “688131”.
(II) according to the verification of our lawyers, after the company was established according to law, there was no bankruptcy, dissolution or ordered closure in accordance with articles 180 and 182 of the company law, Article 42 of the regulations of the people’s Republic of China on the administration of company registration and other laws, regulations and normative documents, as well as the articles of association.
(III) the company is not allowed to implement this equity incentive plan
Our lawyers consulted the audit report (xcsz [2020] No. 200z0568) issued by Rongcheng Certified Public Accountants (special general partnership) and the announcement documents after the listing of the company. According to the verification of our lawyers, the company is not allowed to implement the equity 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, 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.
The exchange believes that the company is a listed company established and effectively existing in accordance with the law, and there is no situation that it is not allowed to implement the equity incentive plan as stipulated in the administrative measures, so it has the subject qualification to implement the equity incentive plan. 2、 Legality and compliance of this equity incentive plan
The second meeting of the third board of directors held on January 26, 2022 deliberated and adopted the proposal on the company’s 2022 restricted stock incentive plan (Draft) and its summary, which made specific provisions on the equity incentive plan.
(I) main contents of this equity incentive plan
Our lawyers consulted the Shanghai Haoyuan Chemexpress Co.Ltd(688131) 2022 restricted stock incentive plan (Draft) (hereinafter referred to as “stock incentive plan (Draft)”) and the meeting materials of the board of directors to consider matters related to the equity incentive plan.
According to the verification of our lawyers, the stock incentive plan (Draft) consists of the purpose and principle of this equity incentive plan, the management organization of this equity incentive plan, the basis and scope of incentive objects, the incentive mode, source, quantity and distribution of restricted shares, the validity period, grant date, ownership arrangement and lock-up period of this equity incentive plan The granting price of restricted shares and the determination method of the granting price, the rights and obligations of the company / incentive object granting restricted shares, and the handling of changes in the company / incentive object. According to the verification of our lawyers, the stock incentive plan (Draft) has made clear provisions or explanations on the following matters:
1. The purpose of this equity incentive plan;
2. Determination basis and scope of incentive objects;
3. The number of restricted shares to be granted under the equity incentive plan, the types, sources, quantity of shares involved and the percentage in the total share capital of the company; The number of rights and interests to be reserved in this equity incentive plan, the number of underlying shares involved and the percentage in the total amount of underlying shares of the equity incentive plan;
4. The classification of incentive objects, their positions, the number of rights and interests that can be granted and their percentage in the total amount of rights and interests to be granted under the equity incentive plan;
5. The validity period of this equity incentive plan, the grant date, ownership arrangement and lock up period of restricted shares; 6. The grant price of restricted shares or the method for determining the grant price;
7. Conditions for granting rights and interests to incentive objects and exercising rights and interests;
8. Procedures for granting rights and interests by the company and exercising rights and interests by incentive objects;
9. Methods and procedures for adjusting the number of rights and interests, the number of shares and the grant price;
10. Accounting treatment method of equity incentive, fair value and determination method of restricted shares, and the impact of the implementation of restricted shares on the operating performance of each period;
11. Change and termination of this equity incentive plan;
12. Implementation of equity incentive plan in case of change of control, merger and division of the company and change of position, resignation and death of incentive objects;
13. Relevant disputes or dispute settlement mechanism between the company and the incentive object;
14. Other rights and obligations of the company and the incentive object.
The exchange believes that the contents of this equity incentive plan comply with the provisions of Article 9 of the administrative measures and article 10.7 of the listing rules.
(II) incentive objects of this equity incentive plan
1. According to the stock incentive plan (Draft), the total number of incentive objects involved in the first grant of the equity incentive plan is 221, accounting for 14.87% of the total number of employees of the company (as of December 31, 2021, the total number of employees of the company is 1486), including management personnel working in the company (including holding subsidiaries and branches, the same below) Technical (business) backbone and high potential personnel.
Among the incentive objects of this incentive plan, the directors and senior managers of the company must be elected by the general meeting of shareholders or appointed by the board of directors. All incentive objects must have employment or labor relations with the company when the company grants restricted shares and within the assessment period specified in the incentive plan. If the situation of incentive objects changes before the board of directors actually grants restricted shares, the board of directors may make appropriate adjustments to the actual granting personnel.
The above incentive objects include one foreign incentive object, Zhong Gao, who works in key positions of the company (including subsidiaries) and plays an important role in operation and management, technology research and development, business development and so on.
The incentive object of the reserved grant part shall be determined within 12 months after the equity incentive plan is considered and approved by the general meeting of shareholders. After the proposal of the board of directors, the explicit opinions of the independent directors and the board of supervisors, the professional opinions of lawyers and the legal opinions are issued, the company shall timely and accurately disclose the relevant information of the incentive object on the designated website as required. If the incentive object is not specified for more than 12 months, the reserved rights and interests shall become invalid.
2. According to the stock incentive plan (Draft) and the confirmation document issued by the company, the incentive objects of this equity incentive plan do not include the independent directors and supervisors of the company.
3. Our lawyer consulted the confirmation documents issued by the company. According to the verification of our lawyers, the incentive objects of this equity incentive plan do not have the following circumstances:
(1) Being identified as an inappropriate candidate by the stock exchange within the last 12 months;
(2) In the last 12 months, it has been identified as an inappropriate candidate by the CSRC and its dispatched offices;
(3) Being administratively punished by the CSRC and its dispatched offices or taking market entry prohibition measures for major violations of laws and regulations in the last 12 months;
(4) Those who are not allowed to serve as directors or senior managers of the company as stipulated in the company law;
(5) Those who are not allowed to participate in the equity incentive of listed companies according to laws and regulations;
(6) Other circumstances recognized by the CSRC.
The exchange believes that the incentive objects of this equity incentive plan comply with the provisions of Article 8 of the administrative measures and article 10.4 of the listing rules, and the subject qualification of this equity incentive object is legal and effective.
(III) performance appraisal
In order to implement the equity incentive plan, the second meeting of the third board of directors of the company deliberated and adopted the proposal on the management measures for the implementation and evaluation of the company’s restricted stock incentive plan in 2022, which takes the performance evaluation results as the basis for the attribution conditions of the restricted stock incentive plan. The measures for the administration of the assessment of the implementation of the restricted stock incentive plan in Shanghai Haoyuan Chemexpress Co.Ltd(688131) 2022 (hereinafter referred to as the “measures for the administration of equity incentive assessment”) stipulates the assessment purpose, assessment principle, assessment scope, assessment organization, assessment indicators and standards, assessment period and times, assessment procedure, assessment result management and other contents.
The exchange believes that the company has formulated the management measures for equity incentive assessment for this equity incentive plan, and takes the performance assessment results as the attribution conditions of the restricted stock incentive plan, which is in line with the provisions of Article 11 of the management measures; The management measures for equity incentive assessment still needs to be deliberated and approved by the general meeting of shareholders of the company.
(IV) stock source of this equity incentive plan
According to the stock incentive plan (Draft), the incentive tool used in this equity incentive plan is the second type of restricted stock, and the source of the underlying stock involved is the RMB A-share common stock issued by the company to the incentive object.
The exchange believes that the source of the underlying shares involved in this equity incentive plan complies with the provisions of Article 12 of the administrative measures.
(V) total number and proportion of shares in this equity incentive plan
According to the stock incentive plan (Draft), the restricted shares (hereinafter referred to as “target shares”) to be granted to the incentive object in this equity incentive plan are RMB A-share ordinary shares, with a number of no more than 1 million shares, accounting for 1.35% of the total share capital of the company at the time of announcement of the stock incentive plan (Draft). Among them, 800000 shares were granted for the first time, accounting for 1.08% of the total share capital of the company at the time of announcement of the stock incentive plan (Draft), and 80% of the total equity granted this time; 200000 shares are reserved, accounting for 0.27% of the total share capital of the company at the time of announcement of the stock incentive plan (Draft), and 20% of the total equity granted this time. The reserved share has not exceeded 20% of the number of rights and interests to be granted in this equity incentive plan.
According to the stock incentive plan (Draft), any incentive object in this equity incentive plan
