Beijing Xinghe law firm
about
Cosco Shipping Technology Co.Ltd(002401)
2019 restricted stock incentive plan
Matters relating to the unlocking of restricted shares granted for the first time
Legal opinion
February, 2002
Beijing Xinghe law firm
about
Cosco Shipping Technology Co.Ltd(002401)
2019 restricted stock incentive plan
Matters relating to the unlocking of restricted shares granted for the first time
Legal opinion
To: Cosco Shipping Technology Co.Ltd(002401)
Beijing Xinghe law firm (hereinafter referred to as the firm) has accepted the entrustment of Cosco Shipping Technology Co.Ltd(002401) (hereinafter referred to as Cosco Shipping Technology Co.Ltd(002401) or the company) to act as a special legal consultant on the implementation of the Cosco Shipping Technology Co.Ltd(002401) 2019 restricted stock incentive plan (hereinafter referred to as the equity 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 Trial Measures for the implementation of equity incentive by state-owned holding listed companies (within China) Effective laws, regulations and normative documents such as the notice on issues related to regulating the implementation of equity incentive system by state-controlled listed companies, the notice on matters related to further improving the equity incentive work of listed companies controlled by central enterprises, and the guidelines for the implementation of equity incentive work by listed companies controlled by central enterprises, And the relevant provisions of the Cosco Shipping Technology Co.Ltd(002401) 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, verified and verified the relevant matters related to the unlocking of the first unlocking period of restricted shares granted by the company’s restricted stock incentive plan for the first time in 2019 (hereinafter referred to as this unlocking), And issue this legal opinion. The office and the handling lawyer declare as follows:
1. The firm and its handling lawyers have strictly performed their statutory duties in accordance with the provisions of relevant laws, regulations and normative documents such as the securities law of the people’s Republic of China, the measures for the administration of law firms engaging in securities legal business, 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 issuance date of this legal opinion, We have followed the principles of diligence and good faith, conducted sufficient verification and verification, and ensured 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.
2. In order to issue this legal opinion, our lawyer has checked and verified the relevant situation in advance and obtained the following statement from the company: the company has provided our lawyer with all relevant factual materials necessary and within its ability to issue this legal opinion, including but not limited to the original written materials, copies, copies, confirmation letters or certificates. The relevant written materials and written testimony are true, accurate, complete and valid, the signatures and / or seals of all written documents are true, and all copies or copies are consistent with the original materials or originals; The above materials are free from any false or misleading statements, and there are no major omissions. Full reliance on the above statement is the basis and premise for our lawyers to issue this legal opinion.
3. For the reports, opinions, documents and other documents directly obtained from state organs, organizations with the function of managing public affairs, accounting firms, asset evaluation firms, credit rating agencies, notaries and other public institutions, our lawyers will take them as the direct basis for issuing this legal opinion, In accordance with the requirements of the measures for the administration of law firms engaging in securities legal business, it has fulfilled the special duty of care of legal professionals for legal related business matters and the general duty of care of ordinary people for other business matters.
4. Our lawyer’s review of relevant documents did not involve relevant facts, data and conclusions in non legal professional fields such as finance, accounting, audit, stock value and assessment standards. Since our lawyer is not qualified to verify and evaluate the above facts, data and conclusions, our lawyer’s reference to the above facts, data and conclusions, It shall not be understood in any sense that our lawyers make any express or implied recognition or guarantee for the authenticity, accuracy or completeness of the above facts, data and conclusions.
5. The exchange agrees to take this legal opinion as the necessary legal document for the company to implement this equity incentive plan, report it to the securities regulatory authority together with other materials, and bear corresponding legal liabilities for it according to law.
6. Do not use this legal opinion for any other purpose without the written approval of the exchange.
1、 Approval and authorization of this unlocking
1. On February 5, 2020, Cosco Shipping Technology Co.Ltd(002401) held the first extraordinary general meeting of shareholders in 2020, The proposal on , the proposal on , the proposal on , and Proposals related to this restricted stock incentive plan, such as the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company’s 2019 restricted stock incentive plan.
2. On February 7, 2020, Cosco Shipping Technology Co.Ltd(002401) convened the 18th meeting of the 6th board of directors and the 11th meeting of the 6th board of supervisors, and agreed to take February 7, 2020 as the grant date and confirm the price of 5.49 yuan / share according to the determination method of the grant price of restricted Shares specified in the equity incentive plan, Grant 6686500 restricted shares to 100 incentive objects. Later, in the process of Cosco Shipping Technology Co.Ltd(002401) handling the payment of restricted stock funds, four incentive objects voluntarily gave up the subscription of all the restricted shares granted. Therefore, the actual number of incentive objects granted by the company for the first time was 96, and the actual number of restricted shares granted for the first time was 6160100.
3. Because one of the incentive objects first granted by the company’s 2019 restricted stock incentive plan resigned, on June 7, 2021, Cosco Shipping Technology Co.Ltd(002401) the 29th meeting of the sixth board of directors and the 20th meeting of the sixth board of supervisors deliberated and adopted the proposal on repurchase and cancellation of some restricted shares in 2019 restricted stock incentive plan, Agree to repurchase and cancel the restricted shares granted to the resigned object but not unlocked.
4. On February 14, 2022, the sixth meeting of the seventh board of directors of Cosco Shipping Technology Co.Ltd(002401) deliberated and approved the proposal on the achievement of the unlocking conditions of the first unlocking period of shares granted by the Cosco Shipping Technology Co.Ltd(002401) 2019 restricted stock incentive plan, and considered that the unlocking conditions of the first unlocking period of restricted shares granted by the company in 2019 have been reached, It is agreed that the 95 incentive objects who meet the unlocking conditions granted for the first time will be unlocked in the first unlocking period, and the number of restricted shares that can be unlocked is 2440080.
In conclusion, the lawyers of this firm believe that the unlocking of Cosco Shipping Technology Co.Ltd(002401) has obtained the necessary approval and authorization, which is in line with the relevant provisions of the company law, the securities law, the administrative measures, the equity incentive plan and so on.
2、 About this unlocking
(I) the unlocking period of this unlocking has expired
According to the provisions of this equity incentive plan, the limited sale period (lock up period) is 2 years (24 months) from the date of grant of restricted shares. During the restricted sale period, the subject shares granted to the incentive object are locked and may not be transferred, used for guarantee or debt repayment.
The granting date of the company’s first grant of restricted shares is February 7, 2020. Therefore, the lock-in period of the aforesaid granted restricted shares expires on February 6, 2022.
(II) unlocking conditions and achievements of this unlocking
According to the equity incentive plan, the assessment measures for the implementation of the company’s 2019 restricted stock incentive plan and the company’s 2020 audit report, the unlocking conditions and achievement of this unlocking are as follows:
Fulfillment of unlocking conditions
(1) Audited by ShineWing Certified Public Accountants (special general partnership), the company deducts non recurring losses in 2020. 1. Performance assessment requirements of the company: the return on net assets attributable to shareholders of the parent company after profit is (1) in 2020, the company deducts non recurring profits and losses by 9.72%, no less than 7%, And 75% higher than the benchmark in the same period. The return on net assets of shareholders of the parent company shall not be less than 7%, and the non quantile value (8.42%) meets the unlocking conditions.
It is lower than the 75th percentile value of the benchmark in the same period. (2) According to the audit of ShineWing Certified Public Accountants (special general (2) compared with 2018 base year, the company deducted partnership in 2020), compared with 2018 base year, the compound growth rate of net profit attributable to shareholders of the parent company after deducting non recurring profit and loss in 2020 is not less than 11%. And not lower than the benchmark profit, with an annual compound growth rate of 35.54%, not lower than the 75th percentile value in the same period. 11% 。 And higher than the 75th percentile value of the benchmark in the same period (3) the growth value of economic added value (∆ EVA) in 2020 (17.52%), meeting the unlocking conditions.
>0。 (3) According to the audited financial data of ShineWing Certified Public Accountants (special general partnership), the company’s economic added value growth value (∆ EVA) in 2020 is 6.9985 million yuan, which meets the unlocking conditions.
2. Requirements for stock market price during unlocking: the stock market price during unlocking (the average trading price of the company’s underlying stock in the first five trading days) shall not be lower than the stock fair at the time of grant. If it is not met, the unlocking period will be extended until the average trading price of the company’s underlying stock (after restoration)) is not low, which meets the above conditions. For the restricted shares granted for the first time, the fair market price of the shares at the time of grant shall meet the unlocking conditions. When unlocking, it shall be the subject stock of the company for 5 consecutive trading days. The average trading price after restoration shall not be lower than the fair market price of the stock at the time of grant. 3. The following circumstances have not occurred in the company: (1) the financial and accounting report of the latest fiscal year has been issued with a negative opinion or an audit report that cannot express an opinion by the certified public accountant; (2) The internal control of the financial report of the most recent fiscal year was given a negative opinion by the certified public accountant, or it could not be said that the company had not met the unlocking conditions under any circumstances. Audit report of opinions; (3) Failure to distribute profits in accordance with laws and regulations, articles of association and public commitments in the last 36 months; (4) Equity incentive is not allowed according to laws and regulations; (5) Other circumstances recognized by SASAC and CSRC. 4. No incentive object has any of the following circumstances: (1) it has been identified as an inappropriate candidate by the stock exchange in 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) Within the last 12 months, the incentive object has not been subjected to any administrative punishment by the CSRC and its dispatched offices for major violations of laws and regulations, or the incentive object has not met the unlocking conditions. Take market entry prohibition measures; (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 SASAC and CSRC.
5. Individual level assessment of incentive objects: in 2020
The actual unlocking quantity of incentive objects is linked to the actual unlocking quantity / result of individual performance appraiser’s performance appraisal conclusion. The details are as follows: the number of results should be the unlocking quantity. The batch of actual unlocking restrictions in the previous year are 95% or more qualified
Number of performance appraisal result stocks / to be unlocked
Quantity basically competent 0 80%
Competent and above 100% incompetent 0%
Basically competent, 80% and 95 incentive objects meet the unlocking conditions, and 100% incompetent and 0% can be unlocked.
(III) unlocking objects and quantity
According to this equity incentive plan, the number of restricted shares granted for the first time that can be unlocked during the first unlocking period accounts for one third of the number of restricted shares granted. The total number of incentive objects meeting the unlocking conditions is 95, which can be applied for
