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Guohao law firm (Tianjin)
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Qiaoyin City Management Co.Ltd(002973)
On the first grant of stock option incentive plan in 2022
Legal opinion
Guo Hao Jin FA Yi Zi (2022) No. 038
To: Qiaoyin City Management Co.Ltd(002973)
Guohao law firm (Tianjin) (hereinafter referred to as “the firm”) is entrusted by Qiaoyin City Management Co.Ltd(002973) (hereinafter referred to as ” Qiaoyin City Management Co.Ltd(002973) ” or “the company”) to act as the special legal adviser of the company’s 2022 stock option incentive plan (hereinafter referred to as “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”) and the measures for the administration of equity incentive of listed companies (hereinafter referred to as the “administrative measures”) Relevant provisions of laws, administrative regulations, departmental rules and normative documents such as self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – business handling, as well as the Qiaoyin City Management Co.Ltd(002973) articles of Association (hereinafter referred to as the “articles of association”), This legal opinion is issued in accordance with the requirements of laws and regulations such as 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), and in accordance with the recognized business standards, ethics and the spirit of diligence and responsibility of the lawyer industry.
In order to issue this legal opinion, our lawyer hereby makes the following statement:
In accordance with the provisions of the securities law, 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 other laws and regulations, and in accordance with the facts that have occurred or exist before the date of issuance of this legal opinion, the firm and its handling lawyers strictly perform their statutory duties, and follow 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 liabilities.
The lawyers of our firm shall express legal opinions based on the facts that have occurred or existed before the date of issuance of this legal opinion, and based on their understanding of relevant facts and the current laws, regulations and other relevant provisions of China. Our lawyers have strictly performed their statutory duties, followed the principles of diligence and good faith, and conducted appropriate due diligence on the legality and compliance of this incentive plan to ensure that there are no false records, misleading statements and major omissions in the legal opinion.
Our lawyers agree to publicly disclose this legal opinion as a necessary legal document of this incentive plan, and bear corresponding legal liabilities for the published legal opinions.
Qiaoyin City Management Co.Ltd(002973) assures our lawyers that they have provided our lawyers with true, complete, accurate and effective original written materials, copy materials, photocopying materials or oral testimony necessary for the issuance of this legal opinion, and there is no falsehood, omission, concealment or error. These facts and documents are provided to us and issued on the date of this legal opinion, No change has occurred; The signatures and seals on the documents submitted to our lawyers are true, and all copies and copies are consistent with the original. Our lawyer issues this legal opinion based on the above guarantee of the company.
For the facts that are crucial and cannot be supported by independent evidence, our lawyers rely on the supporting documents issued by relevant government departments, Qiaoyin City Management Co.Ltd(002973) or other relevant institutions to issue this legal opinion.
Our lawyers only express opinions on the legal issues related to Qiaoyin City Management Co.Ltd(002973) this incentive plan, and do not express opinions on the rationality of the underlying stock value, assessment standards and other issues involved in this incentive plan, as well as accounting, auditing, finance and other non legal professional matters. When quoting relevant financial data or conclusions in this legal opinion, the exchange has fulfilled the obligation of ordinary care, but such quoting is not regarded as any express or implied guarantee for the authenticity and accuracy of these data and conclusions.
When reading this legal opinion, all chapters should be taken as a whole and should not be used alone, and our lawyer has not authorized any unit or individual to make any interpretation or explanation on this legal opinion.
This legal opinion is only for Qiaoyin City Management Co.Ltd(002973) the purpose of implementing this incentive plan, and shall not be used for any other purpose without the written consent of the exchange.
1、 Approval and authorization of stock options granted for the first time in this incentive plan
1. On January 24, 2022, the company held the 40th meeting of the second board of directors, deliberated and approved the proposal on the stock option incentive plan (Draft) and summary in 2022, the proposal on the measures for the assessment and management of the stock option incentive plan in 2022, and the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the stock option incentive plan in 2022. When the board of directors of the company considered the above-mentioned proposal, the related directors Huang Jinling and Zhou Danhua avoided voting. The independent directors of the company expressed their independent opinions on this and believed that the implementation of the equity incentive plan by the company is conducive to the sustainable development of the company and the formation of a long-term incentive mechanism for core talents, and there is no damage to the interests of the company and all shareholders; The assessment system of the incentive plan is comprehensive, comprehensive and operable, and the assessment indicators are set scientifically and reasonably, which can play a good incentive and restraint effect on the incentive objects. Therefore, it is agreed to submit it to the general meeting of shareholders of the company for deliberation.
2. On January 24, 2022, the company held the 23rd Meeting of the second session of the board of supervisors, deliberated and approved the proposal on the stock option incentive plan (Draft) and summary in 2022, the proposal on the management measures for the assessment of the stock option incentive plan in 2022, and the proposal on verifying the list of incentive objects of the stock option incentive plan in 2022. On January 26, 2022, the company announced the verification opinions of the board of supervisors on matters related to the incentive plan.
3. On February 14, 2022, the company announced the announcement and verification opinions of the board of supervisors on the list of incentive objects of the 2022 stock option incentive plan. The company publicized the names and positions of the incentive objects within the company from January 27, 2022 to February 11, 2022. During the publicity period, the company did not receive any objection about the incentive object, and the board of supervisors issued verification opinions in combination with the publicity and verification.
4. On February 14, 2022, the company announced the self inspection report on the trading of the company’s shares by insiders and incentive objects of the 2022 stock option incentive plan.
5. On February 16, 2022, the company held the first extraordinary general meeting of shareholders in 2022, deliberated and approved the proposal on the stock option incentive plan in 2022 (Draft) and summary, the proposal on the measures for the assessment and management of the stock option incentive plan in 2022, and the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the stock option incentive plan in 2022.
6. On February 16, 2022, the company held the 41st meeting of the second board of directors and the 24th Meeting of the second board of supervisors respectively, and deliberated and adopted the proposal on granting stock options to incentive objects for the first time. When the board of directors of the company considered the above-mentioned proposal, the related directors Huang Jinling and Zhou Danhua avoided voting on the proposal. The independent directors of the company issued independent opinions, and the board of supervisors verified the list of incentive objects granted stock options this time.
After verification, our lawyers believe that as of the date of issuance of this legal opinion, the first grant of stock option to the incentive object in this incentive plan has obtained the necessary approval and authorization at this stage, which is in line with the administrative measures and the relevant provisions of this incentive plan.
2、 Conditions for the first grant of stock options under this incentive plan
In accordance with the administrative measures and the relevant provisions of the incentive plan, the company shall grant stock options to incentive objects if the following conditions are met at the same time; On the contrary, if any of the following conditions is not met, the company shall not grant stock options to incentive objects.
1. The company is not under any of the following circumstances:
(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 latest 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, 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.
2. The incentive object does not have any of the following situations:
(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.
According to the resolution of the 41st meeting of the second board of directors, the resolution of the 24th Meeting of the second board of supervisors, the independent opinions issued by the independent directors, the verification opinions of the board of supervisors, the company description and other relevant documents, and logged into the website of Shenzhen stock exchange through our lawyers（ http://www.szse.cn./ ）Credit China website（ http://www.creditchina.gov.cn. ）. website of securities and futures market dishonesty record query platform（ http://neris.c
In conclusion, our lawyers believe that as of the date of issuance of this legal opinion, the conditions for the first grant of stock options in this incentive plan have been met, and the granting of stock options by the company to incentive objects complies with the administrative measures and the relevant provisions of this incentive plan.
3、 The grant date of the first stock option granted by the incentive plan
1. On February 16, 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 the 2022 stock option incentive plan, and authorized the board of directors to determine the grant date of the incentive plan.
2. On February 16, 2022, the company held the 41st meeting of the second board of directors and deliberated and adopted the proposal on granting stock options to incentive objects for the first time. According to the authorization of the general meeting of shareholders of the company, the board of directors determined that the grant date of stock option to the incentive object for the first time in the incentive plan is February 16, 2022. 3. After verification by our lawyers, the above grant date determined by the board of directors of the company is the trading day, and within 60 days after the general meeting of shareholders of the company deliberates and approves the incentive plan.
After verification, our lawyers believe that the grant date of the first stock option granted in the incentive plan complies with the relevant provisions of the company law, the securities law, the administrative measures and the incentive plan.
4、 Incentive objects, granted quantity and exercise price granted for the first time in the incentive plan
According to the authorization of the general meeting of shareholders of the company to the board of directors on the incentive plan, the incentive plan, the proposal on the first grant of stock options to incentive objects deliberated and adopted at the 41st meeting of the second board of directors and the 24th Meeting of the second board of supervisors, there are 75 objects granted this time, and the number of stock options granted is 5.47 million, The exercise price is 15.20 yuan / share. The independent directors of the company expressed independent opinions on this, and the board of supervisors verified the list of incentive objects granted stock options this time.
Accordingly, our lawyers believe that the incentive objects, granted quantity and exercise price granted for the first time in this incentive plan comply with the company law, the securities law, the administrative measures and the relevant provisions of this incentive plan.
5、 Concluding observations
In conclusion, our lawyers believe that as of the date of issuance of this legal opinion, the company’s incentive plan has obtained the necessary approval and authorization at this stage; The conditions of this grant have been fulfilled; The authorization date determined by the board of directors of the company complies with the relevant provisions of the company law, the securities law, the administrative measures and the incentive plan; The incentive object, quantity and exercise price granted this time comply with the relevant provisions of the company law, the securities law, the administrative measures and the incentive plan.
This legal opinion is made in triplicate, without copies.
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(there is no text on this page, which is the signature page of the legal opinion of Guohao law firm on the first grant of stock option incentive plan in Qiaoyin City Management Co.Ltd(002973) 2022)
Guohao law firm (Tianjin)
Person in charge: Handling lawyer:
Liang Shuang, fan Xiaodong
Liu Lu
February 16, 2022
