Jiangsu Zhuhui law firm
About Create Technology & Science Co.Ltd(000551)
Matters relating to the granting of restricted stock incentive plans
Legal opinion
To: Create Technology & Science Co.Ltd(000551)
Jiangsu Zhuhui law firm (hereinafter referred to as “the firm”) accepts the entrustment of Create Technology & Science Co.Ltd(000551) (hereinafter referred to as ” Create Technology & Science Co.Ltd(000551) ” or “the company”) to act as the special legal adviser for Create Technology & Science Co.Ltd(000551) to implement the restricted stock incentive plan (hereinafter referred to as “the plan” or “the incentive plan”).
In accordance with the company law of the people’s Republic of China (hereinafter referred to as the company law), 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 administrative measures), and the guidelines for the implementation of equity incentive by listed companies controlled by central enterprises (Guo Zi kaofen [2020] No. 178, hereinafter referred to as the guidelines) Notice of SASAC on matters related to further improving the equity incentive work of listed companies controlled by central enterprises (Guo Zi FA Kao Fen GUI [2019] No. 102), Trial Measures for the implementation of equity incentive by state-owned holding listed companies (domestic) (Guo Zi FA FA FA FA FA FA FA FA FA FA fa FA FA Fa [2006] No. 175, hereinafter referred to as the Trial Measures) The provisions of relevant laws, regulations and normative documents such as the notice on regulating the implementation of equity incentive system by state-owned holding listed companies (Guo Zi FA FA FA FA FA Fa [2008] No. 171) and the Create Technology & Science Co.Ltd(000551) articles of Association (hereinafter referred to as the articles of association), This legal opinion is issued on the relevant matters involved in the grant of Create Technology & Science Co.Ltd(000551) restricted stock incentive plan (hereinafter referred to as “this grant”).
Our lawyers have issued legal opinions according to the facts that have occurred or existed before the date of issuance of legal opinions and the relevant provisions of current laws, regulations and other normative documents. Our lawyers only give legal opinions on issues related to Chinese law.
In accordance with the company law, the administrative measures, the administrative measures for securities legal business of law firms and the practicing rules for securities legal business of law firms, as well as the facts that have occurred or exist before the date of issuance of this legal opinion, the office and the 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 responsibilities.
During the foregoing verification, the company guarantees that it has provided and disclosed to the lawyers of the firm the true, accurate and complete original written materials, duplicate materials or oral testimony necessary for the issuance of this legal opinion; Ensure that the materials and documents provided and the facts disclosed are free from any falsehood, concealment, misleading statement or material omission. The company guarantees that the copy materials provided are consistent with the original, and the copy is consistent with the original; Ensure that all signatures and seals on the documents and materials provided are true and effective; Agree with all facts and oral statements. When issuing this legal opinion, our lawyers have fulfilled the special duty of care of legal professionals for business matters related to law and the general duty of care of ordinary people for other business matters. There are no false records, misleading statements or major omissions in the documents produced and issued.
For the facts that are essential to the issuance of this legal opinion and cannot be supported by independent evidence, the exchange relies on the certificates or explanatory documents issued by relevant government departments, companies or other relevant institutions to make judgments. Our lawyers agree that the company shall quote the contents of this legal opinion in accordance with the review requirements of the CSRC and the Shenzhen Stock Exchange, but when the company makes the above quotation, it shall not lead to legal ambiguity or misinterpretation due to the quotation, and the relevant contents quoted shall be reviewed and confirmed by our lawyers.
This legal opinion is only for Create Technology & Science Co.Ltd(000551) the purpose of this restricted stock incentive plan. No unit or individual may use this legal opinion or any part thereof for any other purpose unless prior written authorization is obtained from our lawyer.
Based on the above and our lawyers’ understanding of the above laws, regulations and normative documents, the legal opinions are as follows: I. the approval and authorization granted this time
1. On November 5, 2021, the company held the first extraordinary meeting of the 10th board of directors in 2021, deliberated and adopted the plan on the company’s restricted stock incentive plan in 2021 (Draft) and its summary, and the plan on the company’s measures for the administration of the implementation and assessment of the restricted stock incentive plan in 2021 The plan on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive and other plans related to this incentive plan.
2. On November 5, 2021, the company held the first extraordinary meeting of the 10th board of supervisors in 2021, deliberated and adopted the plan on the company’s restricted stock incentive plan in 2021 (Draft) and its summary, and the plan on the company’s measures for the administration of the implementation and assessment of the restricted stock incentive plan in 2021 The proposal on verifying the list of incentive objects of the company’s restricted stock incentive plan in 2021 and other proposals related to this incentive plan. The board of supervisors of the company has issued verification opinions on the company’s restricted stock incentive plan (Draft) in 2021 and related matters. The board of supervisors believes that the personnel listed in the list of incentive objects of the company’s restricted stock incentive plan have the qualifications specified in the company law, the articles of Association and other laws, regulations and normative documents, There is no case that the stock exchange has identified it as an inappropriate candidate within the last 12 months; There is no situation in which the CSRC and its dispatched offices have identified them as inappropriate candidates in the last 12 months; There are no cases in which the CSRC and its dispatched offices have imposed administrative penalties or taken market entry prohibition measures for major violations of laws and regulations in the last 12 months; There are no circumstances under which the company law stipulates that he shall not serve as a director or senior manager of the company; There are no circumstances that are prohibited from participating in the equity incentive of listed companies according to laws and regulations, meet the incentive object conditions specified in the administrative measures, there are no circumstances specified in Article 35 of the trial measures, and meet the scope of incentive objects specified in the company’s 2021 restricted stock incentive plan (draft) and its summary, As the incentive object of the company’s restricted stock incentive plan, its subject qualification is legal and effective.
3. Liang Liqiong, Gu Qinhua, Ge Weidong and Yuan Bin, the independent directors of the company, gave independent opinions on the company’s restricted stock incentive plan for 2021 (Draft) and related matters on November 5, 2021. The assessment system of the company’s incentive plan is comprehensive, comprehensive and operable, and the assessment index setting is scientific and reasonable, At the same time, it has a restrictive effect on the incentive objects, and can achieve the assessment purpose of this incentive plan.
4. The company was posted on cninfo.com on November 6, 2021（ http://www.cn.info.com.cn. ）The draft incentive plan of the company and the restricted stock incentive plan of the company from November 2021 to November 2021}, 2021 {0001} and the executive summary of the restricted stock incentive plan of the company, The publicity of the incentive objects of the company’s restricted stock incentive plan in 2021 was publicized on the company’s website and bulletin board, and the names and positions of the incentive objects of the incentive plan were publicized.
During the publicity period, the board of supervisors of the company has not received any objection from any organization or individual to the incentive objects of the company’s incentive plan.
On January 29, 2022, the company disclosed the announcement and verification opinions of the board of supervisors on the list of incentive objects of the company’s 2021 restricted stock incentive plan. The board of supervisors believed that the personnel listed in the list of incentive objects of the company’s 2021 restricted stock incentive plan met the conditions specified in relevant laws, regulations and normative documents, If it meets the conditions of the incentive object specified in the incentive plan, it is legal and effective as the incentive object of the restricted stock incentive plan.
5. The state owned assets supervision and Administration Commission of the people’s Republic of China (SASAC) on the implementation of the incentive plan of the state owned assets supervision and administration Co., Ltd. (No. 551 {2021) forwarded the approval of the state owned assets supervision and Administration Commission on the implementation of the incentive plan of the state owned assets supervision and administration Co., Ltd. (the same as that of the people’s Government of Suzhou on February 2021).
6. On February 11, 2022, the company held the first extraordinary general meeting of shareholders in 2022, which deliberated and adopted the proposal on the company’s restricted stock incentive plan in 2021 (Draft) and its summary, and the proposal on the company’s assessment and management method for the implementation of the restricted stock incentive plan in 2021 Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive.
7. On February 14, 2022, the company held the second extraordinary meeting of the 10th board of directors in 2022, deliberated and adopted the proposal on granting restricted shares to the incentive objects of the company’s 2021 restricted stock incentive plan. The board of directors considered that the conditions for the grant of restricted shares of the company had been met and decided to grant 3904400 restricted shares to 57 incentive objects at the grant price of RMB 5.29/share on February 14, 2022.
The independent directors of the company expressed independent opinions on relevant matters: the grant conditions specified in the incentive plan have been met, and it is unanimously agreed that the incentive plan of the company will grant 3904400 restricted shares to 57 incentive objects at the grant price of RMB 5.29/share on February 14, 2022.
8. On February 14, 2022, the company held the first extraordinary meeting of the 10th board of supervisors in 2022, deliberated and passed the proposal on granting restricted shares to the incentive objects of the company’s 2021 restricted stock incentive plan. The board of supervisors considered that the granting conditions specified in the company’s 2021 restricted stock incentive plan had been met, It is agreed that the incentive plan of the company will grant 3904400 restricted shares to 57 incentive objects at the grant price of RMB 5.29/share on February 14, 2022.
In conclusion, the exchange believes that as of the date of issuance of this legal opinion, the implementation of this grant by the company has obtained the necessary approval and authorization at this stage, which is in line with the relevant provisions of the administrative measures and the 2021 restricted stock incentive plan (Draft). 2、 About the grant date of this grant
1. On February 11, 2022, the company held the first extraordinary general meeting of shareholders in 2022, deliberated and approved the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive, and authorized the board of directors to determine the grant date of the plan.
2. On February 14, 2022, the company held the second extraordinary meeting of the 10th board of directors in 2022 and the first extraordinary meeting of the 10th board of supervisors in 2022, deliberated and adopted the proposal on granting restricted shares to the incentive objects of the company’s 2021 restricted stock incentive plan, and determined that the grant date of this grant was February 14, 2022.
3. The independent directors of the company expressed independent opinions on the granting of restricted shares in the incentive plan and agreed that the granting date of restricted shares in the company’s restricted stock incentive plan in 2021 was determined as February 14, 2022.
4. According to the confirmation of the company, the granting date of the incentive plan determined by the board of directors of the company is February 14, 2022, which is the trading day within 60 days after the approval of the incentive plan by the general meeting of shareholders of the company, and is not in the following periods:
(1) Within 30 days before the announcement of the company’s periodic report, if the announcement date of the periodic report is delayed due to special reasons, it shall be calculated from 30 days before the original scheduled announcement date to 1 day before the announcement; (2) Within 10 days before the announcement of the company’s performance forecast and performance express; (3) From the date of major events that may have a great impact on the trading price of the company’s shares and their derivatives or the date of entering the decision-making process to 2 trading days after disclosure according to law; (4) Other periods stipulated by the CSRC and Shenzhen Stock Exchange.
Our lawyers believe that the grant date of this incentive plan complies with the relevant provisions on the grant date, such as the administrative measures and the 2021 restricted stock incentive plan (Draft). 3、 About the object of this grant
On February 14, 2022, the company held the second extraordinary meeting of the 10th board of directors in 2022, deliberated and passed the proposal on granting restricted shares to the incentive objects of the company’s 2021 restricted stock incentive plan, and agreed to grant 3.9044 million shares of restricted shares to 57 incentive objects who met the grant conditions, with the grant price of 5.29 yuan / share.
The independent directors of the company expressed independent opinions on matters related to the grant of the incentive plan and unanimously agreed that the incentive plan of the company will grant 3904400 restricted shares to 57 incentive objects at the grant price of RMB 5.29/share on February 14, 2022.
On February 14, 2022, the company held the first extraordinary meeting of the 10th board of supervisors in 2022, deliberated and passed the proposal on granting restricted shares to the incentive objects of the company’s 2021 restricted stock incentive plan. The board of supervisors held that the company’s incentive objects of this incentive plan comply with the management measures The incentive object conditions specified in the 2021 restricted stock incentive plan (Draft) are legal and effective as the incentive object of this incentive plan.
Our lawyers believe that the necessary procedures have been performed to determine the grant object of this grant, and the grant object complies with the relevant provisions of the administrative measures and the 2021 restricted stock incentive plan (Draft). 4、 Conditions of this grant
According to the restricted stock incentive plan (Draft) in 2021, the incentive object granted this time can be granted restricted stock only when the company and the incentive object meet the following conditions for granting stock options: 1. The company has not had any of the following circumstances
