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For the issuance of this legal opinion, our lawyers make the following statement:
1. Our lawyers mainly issue legal opinions based on the facts that have occurred or existed in the past in accordance with the legal opinions and the relevant laws and regulations of China and the relevant provisions of the China Securities Regulatory Commission.
2. The lawyers of the firm have strictly performed their statutory duties and followed the principles of honesty, trustworthiness, independence, diligence and conscientiousness, and carried out necessary verification and verification on the relevant legal issues involved in the termination of the equity incentive plan to ensure that this legal opinion is not There are false records, misleading statements and major omissions.
3. The verification and verification methods adopted by our lawyers mainly include reviewing relevant written materials, reviewing company information disclosure documents, interviewing relevant personnel and other methods stipulated by laws and regulations. Our lawyers believe that the above methods can guarantee the issuance of laws. The truthfulness, completeness and accuracy of the opinions; if not specified, the verification and verification in this legal opinion include the above methods.
4. The company guarantees that the original written materials, copy materials or oral testimony necessary for the issuance of this legal opinion by the lawyers of the firm have been provided, and the consistency of the relevant copy materials or copies with the originals is guaranteed.
5. The lawyers of the firm have reviewed and judged all the documents and materials related to the issuance of this legal opinion, and issued legal opinions accordingly; the fact that this legal opinion is essential and cannot be supported by independent evidence, the firm The lawyer relied on the relevant documents issued by the relevant unit and Yu Diamond and made judgments after verifying and verifying on the basis of fulfilling the duty of care specified in Article 14 of the Measures for the Administration of Securities Laws of Law Firms.
6. This legal opinion is only used for the purpose of filing a record for the company to terminate the equity incentive plan and report it to the regulatory authorities. This legal opinion may not be used for any other purpose without the consent of the firm.
In view of this, our lawyers terminate the equity of the company in accordance with the laws, regulations and normative documents of the "Company Law", "Securities Law" and "Administrative Measures", in accordance with the recognized business standards, ethics and diligence of the lawyer industry. The legal opinions on the incentive plan are as follows:
I. Approval and implementation of the equity incentive plan
1. On April 20, 2011, the company held the 18th meeting of the first board of directors and the 14th meeting of the first board of supervisors, and reviewed and approved the Zhengzhou Huajing Diamond Co., Ltd. stock option incentive plan (revision of the draft) ) (hereinafter referred to as "the Stock Option Incentive Plan"). The "Stock Option Incentive Plan" has been filed by the China Securities Regulatory Commission without objection.
2. On May 10, 2011, the company's 2011 second extraordinary shareholders meeting reviewed and approved the Stock Option Incentive Plan.
3. On June 7, 2011, the company held the 20th meeting of the first board of directors, deliberating and passing the “Proposal on Adjusting the Quantity of Stock Options and Exercise Price Involved in Stock Option Incentive Plan†and “On Stock Option Incentive Plan†Proposal for granting matters. As the company implemented the 2010 profit distribution plan, the company's board of directors adjusted the number of stock options and the total number of stocks and exercise prices involved in accordance with the method stipulated in the Stock Option Incentive Plan.
4. On September 2, 2011, the company completed the registration of stock options and issued the “Notice on Completion of the Registration of the Stock Option Incentive Planâ€. The company's "Stock Option Incentive Plan" option abbreviation: Huajing JLC1, option code: 036014.
5. On June 5, 2012, the 8th meeting of the second board of directors of the company reviewed and approved the “Proposal on Adjusting the Number of Stock Options and Exercise Price Involved in the Stock Option Incentive Planâ€. As the company implemented the 2011 profit distribution plan, the company's board of directors adjusted the number of stock options and the total number of stocks and exercise prices involved in accordance with the method stipulated in the Stock Option Incentive Plan.
6. The 2012 Annual General Meeting of Shareholders reviewed and approved the company's 2012 Profit Distribution Plan. The profit distribution plan was implemented on May 22, 2013. The board of directors of the company exercised the rights to stock options in accordance with the method stipulated in the Stock Option Incentive Plan. The price has been adjusted accordingly, and the original exercise price has been adjusted from 6.36 yuan per share to 6.32 yuan per share.
2. Feasibility of terminating the equity incentive plan
According to the company's nearly three-year audit report, the company's 2012 annual weighted average return on equity was 9.50%, and the net profit for 2012 was 61.19% compared to 2010. These indicators failed to reach the company's stock. The first exercise period performance evaluation index required by the Option Incentive Plan; in addition, since the company launched the Stock Option Incentive Plan, the domestic and international macroeconomic situation and capital market environment have undergone major changes, and the company’s current share price has been lower than Exercise price; in addition, the company's "Stock Option Incentive Plan" is currently only 6 people (in January 2013, Mr. Li Jigang, the equity incentive object, resigned as the chief financial officer due to work arrangements, according to the relevant provisions of the Stock Option Incentive Plan Mr. Li Jigang no longer has the qualifications for the second and third incentives. The number is small. With the expansion of the company's synthetic diamond production capacity and the continuous extension of the industrial chain, the company has cultivated and introduced a number of high-end production and technology. , marketing and management talents, made important contributions to the company's product development, market development and stable development. Also we need to be motivated. Therefore, if the "Stock Option Incentive Plan" continues to be implemented, it will be difficult to achieve the expected incentive effect.
Our lawyers believe that the company's termination of the implementation of the "Stock Option Incentive Plan" under the above circumstances does not violate the provisions of the relevant laws, regulations and normative documents such as the "Company Law", "Securities Law" and "Administrative Measures".
3. Procedures for the termination of the equity incentive plan
1. According to the relevant provisions of the Administrative Measures and the Stock Option Incentive Plan, the company's general meeting of shareholders is the highest internal decision-making body for implementing the Stock Option Incentive Plan, and has the right to conduct the Stock Option Incentive Plan and its changes and terminations. Approval.
According to the “Proposal on Requesting the General Meeting of Shareholders to Authorize the Board of Directors to Handle Issues Related to the Company's Stock Option Incentive Planâ€, the company's general meeting of shareholders has authorized the board of directors to decide on the change and termination of the Stock Option Incentive Plan. Therefore, the termination of the Stock Option Incentive Plan only needs to be reviewed and approved by the company's board of directors.
2. The termination of the Stock Option Incentive Plan requires consideration and approval by the company's board of supervisors.
3. The termination of the "Stock Option Incentive Plan" requires independent directors of the company to issue relevant independent opinions.
4. The incentive object of this “Stock Option Incentive Plan†needs to issue “No Objection Letter on Termination of Equity Incentive Planâ€.
5. After the termination of the "Stock Option Incentive Plan" has been reviewed and approved by the Board of Directors, the company shall handle the cancellation of registration procedures for stock options and perform relevant information disclosure obligations.
Fourth, the legal consequences of terminating the equity incentive plan
Our lawyers believe that after the “Stock Option Incentive Plan†has been reviewed and approved by the company's board of directors, the entire content of the “Stock Option Incentive Plan†will lose its legal effect and should be terminated. The incentive object is based on the Stock Option Incentive Plan. The stock options granted have been written off by the company.
V. Concluding comments
In summary, our lawyers believe that in the case of determining that the expected incentive effect can not be achieved, the company's early termination of this "Stock Option Incentive Plan" does not violate the "Company Law", "Securities Law", "Administrative Measures" and other laws and regulations. , normative documents and the provisions of Henan Diamond's "Articles of Association" and "Stock Option Incentive Plan", but still need to obtain the approval of the board of directors; after the board of directors deliberation and approval, this "stock option incentive plan" will lose its legal effect and should be terminated. The company shall promptly handle the deregistration procedures for stock options and perform relevant information disclosure obligations in accordance with the law.
This legal opinion is one original and several copies. The original and the duplicate have the same legal effect.
Managing lawyer: Shen Guoquan
Person in charge: Wu Mingde
Managing lawyer: Jiang Zhijun
June 27, 2013
Address: 14th Floor, Citigroup Building, 33 Shiqiao Road, Pudong New Area, Shanghai, China, 200120
Tel: (86) 21-61059000; Fax: (86) 21-61059100
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Yu Diamond: Legal Opinion on Termination of Equity Incentive Plan
Abstract: Shanghai Jintiancheng Law Firm's legal opinion on the termination of the equity incentive plan of Zhengzhou Huajing Diamond Co., Ltd.: Zhengzhou Huajing Diamond Co., Ltd. Shanghai Jintiancheng Law Firm (hereinafter referred to as “the Stock Exchangeâ€) accepts Zhengzhou Huajing Diamond Co., Ltd....
Legal opinion of Shanghai Jintiancheng Law Firm on the termination of the equity incentive plan of Zhengzhou Huajing Diamond Co., Ltd.
To: Zhengzhou Huajing Diamond Co., Ltd.
Shanghai Jintiancheng Law Firm (hereinafter referred to as “the Firmâ€) accepted the entrustment of Zhengzhou Huajing Diamond Co., Ltd. (hereinafter referred to as “Yu Diamond†and “Companyâ€) to deal with the relevant matters of the company’s termination of the equity incentive plan. People's Republic of China Company Law (hereinafter referred to as "Company Law"), "Securities Law of the People's Republic of China" (hereinafter referred to as "Securities Law"), "Administrative Measures for Equity Incentives of Listed Companies (Trial)" (hereinafter referred to as "Administrative Measures"), etc. This legal opinion is issued in accordance with the relevant provisions of laws, regulations and other regulatory documents.