Shanghai Zechang law firm
About Shandong Link Science And Technology Co.Ltd(001207)
Adjustment of restricted stock incentive plan in 2022
And restricted stock grants
Legal opinion
15 / F, Huishang building, No. 1286, Minsheng Road, Pudong New Area, Shanghai Post Code: 200135
Tel: 021-50430980 Fax: 021-50432907
February, 2002
Shanghai Zechang law firm
About Shandong Link Science And Technology Co.Ltd(001207)
Adjustment of restricted stock incentive plan in 2022
And restricted stock grants
Legal opinion
Zechang Zheng Zi 2022-05-01-02 to: Shandong Link Science And Technology Co.Ltd(001207)
The exchange is entrusted by Shandong Link Science And Technology Co.Ltd(001207) (hereinafter referred to as " Shandong Link Science And Technology Co.Ltd(001207) " or "the company") to issue this legal opinion on the adjustment (hereinafter referred to as "this adjustment") and restricted stock grant (hereinafter referred to as "this grant") involved in the company's 2022 restricted stock incentive plan (hereinafter referred to as "this incentive plan").
The exchange and its handling lawyers shall, 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 other relevant laws This legal opinion is issued in accordance with the regulations and the 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.
In order to issue this legal opinion, our lawyers have reviewed the company's Shandong Link Science And Technology Co.Ltd(001207) 2022 restricted stock incentive plan (Draft) (hereinafter referred to as the "incentive plan") Measures for the administration of the assessment of the implementation of the Shandong Link Science And Technology Co.Ltd(001207) 2022 restricted stock incentive plan (hereinafter referred to as the "assessment measures"), list of incentive objects of the Shandong Link Science And Technology Co.Ltd(001207) 2022 restricted stock incentive plan (hereinafter referred to as the "list of incentive plan objects"), meeting documents of relevant shareholders' meetings of the company, meeting documents of the board of directors, meeting documents of the board of supervisors The independent opinions of the independent directors and other documents that the lawyers of the firm think need to be reviewed have verified and verified the relevant facts.
Declaration matters
1、 In accordance with the provisions of the securities law, the measures for the administration of securities legal business conducted by law firms and 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 date of issuance of this legal opinion, the firm and its 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 liabilities.
2、 For the fact that this legal opinion is very important and cannot be supported by independent evidence, our lawyers rely on the copies of supporting documents, testimony or documents issued or provided by the company, other relevant units or relevant persons to issue this legal opinion.
3、 We have obtained the company's guarantee that the original written materials, copies or oral testimony provided by the company to us for the issuance of this legal opinion are true, legal and effective, and there are no false records, misleading statements and major omissions; The relevant copy materials or copies provided by the company to the exchange are consistent with the original; The signature and seal of the documents and materials provided by the company are true, and the legal procedures required for such signature and seal have been performed and legally authorized; All oral statements and explanations of the company are consistent with the facts.
4、 This legal opinion is only for the purpose of this adjustment and this grant, and shall not be used for any other purpose.
5、 The exchange agrees that the company may quote some or all of the contents of this legal opinion in the announcement documents or in accordance with the requirements of the CSRC, but when the company makes the above quotation, it shall not cause legal ambiguity or misinterpretation due to the quotation.
6、 The exchange agrees to take this legal opinion as a necessary legal document for the company's incentive plan, report or announce it together with other materials, and bear corresponding legal liabilities according to law.
Based on the above, in accordance with the provisions of relevant laws, regulations and normative documents, and in accordance with the recognized business standards, ethics and diligence spirit of the lawyer industry, our lawyers hereby issue the following legal opinions:
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1、 Approval and authorization of this adjustment and grant
According to the documents provided by the company and verified by our lawyers, the company has performed the following procedures on the adjustment of the incentive plan and matters related to the Grant:
(I) on January 12, 2022, the company held the fifth meeting of the second board of directors, The proposals related to this incentive plan, such as the proposal on and its summary, the proposal on < Shandong Link Science And Technology Co.Ltd(001207) 2022 restricted stock incentive plan implementation assessment management measures, the proposal on submitting the general meeting of shareholders to authorize the board of directors to handle matters related to the equity incentive plan, and Proposal on convening the first extraordinary general meeting of shareholders in 2022.
(II) on January 12, 2022, the independent directors of the company expressed independent opinions on the Shandong Link Science And Technology Co.Ltd(001207) 2022 restricted stock incentive plan (Draft) and its summary, as well as the scientificity and rationality of the indicators set in the incentive plan.
(III) on January 12, 2022, the company held the fourth meeting of the second board of supervisors, The proposal on and its summary, the proposal on < Shandong Link Science And Technology Co.Ltd(001207) 2022 restricted stock incentive plan implementation assessment management measures, and the proposal on verifying the list of incentive objects of Shandong Link Science And Technology Co.Ltd(001207) 2022 restricted stock incentive plan were reviewed and approved.
On the same day, the board of supervisors of the company issued the verification opinions of Shandong Link Science And Technology Co.Ltd(001207) board of supervisors on the company's 2022 restricted stock incentive plan (Draft), and the board of supervisors unanimously agreed that the company would implement the 2022 restricted stock incentive plan.
(IV) from January 13, 2022 to January 23, 2022, the company publicized the names and positions of the incentive objects first granted by the incentive plan within the company. At the expiration of the publicity period, the company did not receive any objection from any organization or individual to the proposed incentive objects.
On January 24, 2022, the company announced and issued the verification opinions and publicity statement of the Shandong Link Science And Technology Co.Ltd(001207) board of supervisors on the list of objects of the company's restricted stock incentive plan in 2022. The board of supervisors believed that the publicized incentive objects met the provisions of relevant laws, regulations and normative documents, and were legal and effective as the incentive objects of the incentive plan.
(V) on January 13, 2022, the company announced the announcement of Shandong Link Science And Technology Co.Ltd(001207) on the public solicitation of entrusted voting rights by independent directors. Mr. Huang Fangliang, the independent director of the company, reported to the end of the transaction in the afternoon of January 24, 2022, All shareholders registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. and having gone through the registration procedures for attending the meeting shall solicit the entrusted voting rights.
(VI) on January 28, 2022, the company held the first extraordinary general meeting of shareholders in 2022, The proposal on and its summary, the proposal on < Shandong Link Science And Technology Co.Ltd(001207) 2022 restricted stock incentive plan implementation assessment management measures, and the proposal on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to the equity incentive plan were reviewed and approved, Authorize the board of directors of the company to determine the grant date of this restricted stock, authorize the board of directors to grant restricted stock to the incentive object when the incentive object meets the conditions, and handle all matters necessary for the grant of restricted stock. On January 29, 2022, the company disclosed the Shandong Link Science And Technology Co.Ltd(001207) self inspection report on the trading of the company's shares by insiders of the restricted stock incentive plan in 2022.
(VII) according to the authorization of the general meeting of shareholders, on February 17, 2022, the company held the sixth meeting of the second board of directors, deliberated and adopted the proposal on adjusting the list and number of incentive objects and the proposal on granting restricted shares to incentive objects for the first time. Independent directors have expressed their independent opinions on relevant matters.
(VIII) on February 17, 2022, the company held the fifth meeting of the second board of supervisors, deliberated and approved the proposal on adjusting the list and number of incentive objects and the proposal on granting restricted shares to incentive objects for the first time.
In conclusion, our lawyers believe that as of the date of issuance of this legal opinion, this adjustment and this grant have obtained the necessary authorization and approval at this stage, which is in line with the relevant provisions of the management measures and the incentive plan.
2、 Specific contents of this adjustment
According to the incentive plan, the documents of the sixth meeting of the second board of directors and the fifth meeting of the second board of supervisors, the specific conditions of the adjustment of the incentive plan are as follows:
Whereas the five incentive objects identified in the company's incentive plan voluntarily give up the subscription of all or part of the restricted shares granted to them due to resignation or personal reasons, totaling 20000 shares. According to the authorization of the company's first extraordinary general meeting in 2022, the board of directors adjusted the list of incentive objects and the number of grants of the company's restricted stock incentive plan in 2022. After this adjustment, the number of incentive objects granted for the first time was adjusted from 106 to 101, and the number of restricted shares granted for the first time was adjusted from 1.88 million to 1.86 million.
In addition to the above adjustments, other contents of the incentive plan implemented this time are consistent with the equity incentive plan deliberated and approved by the company's first extraordinary general meeting in 2022.
Our lawyers believe that this adjustment is in line with the relevant provisions of the management measures and the incentive plan.
3、 Date of this grant
(I) on January 28, 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 equity incentive plan, and the general meeting of shareholders authorized the board of directors to determine the grant date of the equity incentive plan.
(II) on February 17, 2022, the company held the sixth meeting of the second board of directors, deliberated and approved the proposal on the first grant of restricted shares to incentive objects and other proposals, and determined the grant date as February 17, 2022; The independent directors of the company expressed their independent opinions.
(III) on February 17, 2022, the company held the fifth meeting of the second board of supervisors, deliberated and adopted the proposal on granting restricted shares to incentive objects for the first time and other proposals.
(IV) after verification, the granting date determined by the board of directors of the company is the trading day within 60 days from the date when the incentive plan is deliberated and approved by the general meeting of shareholders of the company, and is not within 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 the day before the announcement;
(2) Ten 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 two trading days after disclosure according to law;
(4) Other periods stipulated by the CSRC and Shenzhen Stock Exchange.
The lawyer of the firm believes that the above grant date determined by the board of directors of the company complies with the relevant provisions of the management measures and the incentive plan.
4、 Object of this grant
1. According to the incentive plan and the proposal on granting restricted shares to incentive objects for the first time deliberated and adopted at the sixth meeting of the second board of directors of the company, there are 101 incentive objects granted for the first time in this incentive plan, and the restricted shares involved in this grant are 1.86 million shares.
2. On February 17, 2022, the company held the sixth meeting of the second board of directors, deliberated and passed the proposal on granting restricted shares to incentive objects for the first time and other proposals under the condition that related directors avoided voting. The board of directors agreed to determine the first grant date of this incentive plan as February 17, 2022, and grant 1.86 million restricted shares to 101 incentive objects. The independent director of the company shall issue the independent opinions agreed.
3. On February 17, 2022, the company held the fifth meeting of the second board of supervisors, deliberated and approved the proposal on granting restricted shares to incentive objects for the first time and other proposals. The board of supervisors agreed to determine February 17, 2022 as the first grant date of restricted shares, and grant a total of 1.86 million restricted shares to 101 incentive objects for the first time.
To sum up, our lawyers believe that as of the date of issuance of this legal opinion, the grant object of this grant complies with the relevant provisions of the management measures and the incentive plan.
5、 Conditions of this grant
According to the management measures, incentive plan and other relevant provisions, the board of directors of the company may grant restricted shares to incentive objects according to the authorization of the general meeting of shareholders when the following grant conditions are met at the same time:
(I) 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 was denied by the certified public accountant
