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Beijing Jingtian Gongcheng law firm on 5I5J Holding Group Co.Ltd(000560)
Adjustment of the second phase of employee stock ownership plan
Legal opinion
February, 2002
Beijing Jingtian Gongcheng law firm
About 5I5J Holding Group Co.Ltd(000560)
Adjustment of the second phase of employee stock ownership plan
Legal opinion
To: 5I5J Holding Group Co.Ltd(000560)
According to 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”), and the guiding opinions on the pilot implementation of employee stock ownership plan by listed companies (hereinafter referred to as the “guiding opinions”) issued by China Securities Regulatory Commission (hereinafter referred to as the “CSRC”) Relevant provisions of laws, administrative regulations and normative documents such as self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board (hereinafter referred to as “standardized operation guidelines”) and the 5I5J Holding Group Co.Ltd(000560) articles of Association (hereinafter referred to as “articles of association”), Beijing Jingtian Gongcheng law firm (hereinafter referred to as “the firm”) is entrusted by 5I5J Holding Group Co.Ltd(000560) (hereinafter referred to as “the company” or ” 5I5J Holding Group Co.Ltd(000560) “) to issue this legal opinion on matters related to the adjustment of the company’s phase II employee stock ownership plan (hereinafter referred to as “the employee stock ownership plan”).
Our lawyers issue legal opinions in accordance with the provisions of the company law, the securities law, the guiding opinions, the measures for the administration of law firms engaging in securities legal business 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 issuance date of this legal opinion. The exchange has strictly performed its statutory duties, followed the principles of diligence and good faith, and fully verified the matters related to the adjustment of the employee stock ownership plan, so as 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.
The exchange only gives opinions on the legal issues related to the adjustment of the employee stock ownership plan, and only gives legal opinions in accordance with the current laws and regulations of China, and does not give legal opinions in accordance with any laws outside China. The exchange will not express opinions on professional matters and reports other than accounting, audit, asset evaluation, financial analysis, investment decision-making, business development and other laws. The quotation of some data and conclusions in relevant financial statements, audit reports or business reports in this legal opinion does not mean that the exchange makes any express or implied guarantee for the authenticity, accuracy and completeness of these data and conclusions. For such data, reports and conclusions, the firm and its lawyers do not have the appropriate qualification to verify and make evaluation. For the fact that it is very important to issue this legal opinion and cannot be supported by independent evidence, the exchange relies on the instructions or supporting documents issued by relevant government departments, companies or other relevant units to issue legal opinions.
The issuance of this legal opinion has been guaranteed by the company as follows, and the exchange assumes that:
1. The company has provided the original written materials, copies, copies, confirmation letters or certificates required by the company for the issuance of this legal opinion to the office and the handling lawyer;
2. The documents and materials provided by the company to the firm and the handling lawyer are true, accurate, complete and effective, and all facts and documents sufficient to affect this legal opinion have been disclosed to the firm without concealment, falsehood and major omissions;
3. The documents provided by the company and the signatures and seals on the documents are true, and if the documents are copies or copies, they shall be consistent with the original.
The company’s share ownership plan shall not be used for any other purpose. The exchange agrees that the company shall quote the relevant contents of this legal opinion in the relevant documents prepared for the adjustment of the employee stock ownership plan, but when the company makes the above quotation, it shall not cause legal ambiguity or misinterpretation due to the quotation. The exchange has the right to review and confirm the corresponding contents of the above relevant documents again.
In accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, we hereby issue the following legal opinions:
1、 Approval and authorization of this ESOP adjustment
According to the relevant announcements of the company and the materials provided by the company, as of the date of issuance of this legal opinion, the company has obtained the following approvals and authorizations for the adjustment of the employee stock ownership plan:
(I) the company held the 10th meeting of the 10th board of directors on May 14, 2021, deliberated and adopted the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle the matters related to the second phase of the company’s employee stock ownership plan, and requested the general meeting of shareholders to authorize the board of directors and authorized persons of the board of directors to handle the change and termination of the employee stock ownership plan, Including but not limited to the disqualification of holders, increase of holders, change of holders’ shares, early termination of the employee stock ownership plan and other matters in accordance with the provisions of the draft stock ownership plan. The company held the 2020 annual general meeting of shareholders on May 26, 2021, and deliberated and passed the above-mentioned proposal on submitting the general meeting of shareholders of the company to authorize the board of directors to handle matters related to the second phase of the company’s employee stock ownership plan. Therefore, the adjustment of the employee stock ownership plan does not need to be submitted to the general meeting of shareholders for deliberation after being reviewed by the board of directors of the company.
(II) the company held the 16th meeting of the 10th board of directors on February 16, 2022, deliberated and approved the proposal on Revising the second phase of employee stock ownership plan (Draft Revision) and abstract and the proposal on Revising the management measures for the second phase of employee stock ownership plan (Draft Revision), and agreed to adjust the employee stock ownership plan, Directors participating in this ESOP have avoided voting.
On February 16, 2022, the independent directors of the company expressed independent opinions on the adjustment of the employee stock ownership plan. (III) the company held the 13th meeting of the 10th board of supervisors on February 16, 2022 and considered the proposal on Revising the second phase of employee stock ownership plan (Draft Revision) and abstract and the proposal on Revising the management measures for the second phase of employee stock ownership plan (Draft Revision). Due to the avoidance of voting by affiliated supervisors Hua Jiajun, Liu Bo and Xu Na, The board of supervisors was unable to form a resolution, and because the 2020 annual general meeting of shareholders of the company had passed the proposal on requesting the general meeting of shareholders of the company to authorize the board of directors to handle matters related to the second phase of the company’s employee stock ownership plan, authorizing the board of directors to handle matters related to the employee stock ownership plan, the proposal was submitted to the board of directors of the company for deliberation.
Based on the above, the exchange believes that as of the date of issuance of this legal opinion, the adjustment of the employee stock ownership plan has fulfilled the necessary approval procedures at this stage in accordance with the guiding opinions and the guidelines for standardized operation.
2、 Contents of this adjustment of employee stock ownership plan
According to the proposal on Revising the second phase of employee stock ownership plan (Revised Draft) and the summary and the proposal on Revising the management measures for the second phase of employee stock ownership plan (Revised Draft) deliberated and adopted at the 16th meeting of the 10th board of directors of the company, the adjustment of the employee stock ownership plan of the company is as follows:
(I) revised content of employee stock ownership plan
Before and after chapter revision
(IV) holders of this ESOP (IV) list of holders of this ESOP and share distribution
The total number of employees participating in the employee stock ownership plan is no more than 750 in total, including no more than 750 in total, including 14 directors, supervisors and senior managers participating in the employee stock ownership plan and 13 in total, Xie Yong, Gao Xiaohui and he are Xie Yong, Gao Xiaohui, he Yang, LV Hong, Dai Wenjuan, Yang, LV Hong, Dai Wenjuan, Chen Yigang, Zhu Wei, Duan Chen Yigang, Liu Yang, Zhu Wei, Duan Mang, Xie Ping, Zheng Xiaohai, Mang, Lu Jun, Xie Ping, Zheng Xiaohai, Zhang Peng, Hua Jia, Hua Jiajun, Liu Bo and Xu Na. Jun of this ESOP. The final participants of the employee stock ownership plan are determined according to the actual contributions of the employee stock ownership plan and the actual contributions of the employee stock ownership plan.
3、 Yes. The corresponding equity shares and proportions of the holders are shown in the table below. The corresponding equity shares and proportions of the participating holders are as follows: the shares to be subscribed
As shown in the object table: the share to be subscribed accounts for
Determine the upper limit of the holder’s position (10000 shares)
Proportion of shares to be subscribed
The position share of the standard holder accounts for the chairman and President of the member
And recognition limit (10000 shares held by xieyong 229.6 1.15%)
Proportion of purchase information (share): Gao Xiaohui, vice president 229.6 1.15%
Xie Yong, chairman, President 229.6%, 1.15% vice president, finance
Kuang Xiaohui, vice president 229.6 1.15%, he Yang, principal, finance 229.6 1.15%
He Yang, vice president and financial director
Principal, chief financial officer, LV Hong, director and vice president 229.6 1.15%
LV Hong vice president 229.6 1.15% directors, vice presidents
Dai Wenjuan director, vice president, general manager of audit department 229.6 1.15%
General manager of audit department Chen Yigang vice president 229.6 1.15%
Chen Yigang vice president 229.6 1.15% vice president
Zhu Wei, vice president 229.6 1.15%, Liu Yang 229.6 1.15%
Duan mang vice president 200.9 1.00% Zhu Wei vice president 229.6 1.15%
Lu Jun, vice president 229.6 1.15%, Duan Mang, vice president 200.9 1.00%
Xie Ping, director and Secretary of the board of directors 114.8 0.57%
Shu Jieping Secretary 114.8 0.57%
Director Zheng Xiaohai 86.1 0.43%
Zhang Peng, chairman of the board of supervisors 114.8 0.57%
Hua Jiajun supervisor 57.4 0.29% Hua Jiajun chairman of the board of supervisors 57.4 0.29% directors, supervisors and senior managers 2410.8 12.05% Liu Bo supervisor 86.1 0.43% (total 13) Xu Na supervisor 86.1 0.43% of the company
