Beijing Anjie (Shanghai) law firm
about
Beijing Creative Distribution Automation Co.Ltd(002350) International Human Resources Co., Ltd
2019 restricted stock incentive plan
The second phase of the first grant and the first phase of the reserved grant
Matters related to the lifting of restrictions on the sale of restricted shares
of
Legal opinion
February, 2002
Beijing Anjie (Shanghai) law firm
About Beijing Creative Distribution Automation Co.Ltd(002350) International Human Resources Co., Ltd
2019 restricted stock incentive plan
The second phase of the first grant and the first phase of the reserved grant
Matters related to the lifting of restrictions on the sale of restricted shares
Legal opinion
To: Beijing Creative Distribution Automation Co.Ltd(002350) International Human Resources Co., Ltd
Beijing Anjie (Shanghai) law firm (hereinafter referred to as “the firm”) has accepted the entrustment of Beijing Creative Distribution Automation Co.Ltd(002350) International Human Resources Co., Ltd. (hereinafter referred to as “the company” or ” Beijing Career International Co.Ltd(300662) “) on the basis of the measures for the administration of equity incentive of listed companies (hereinafter referred to as “the measures”) and other relevant laws and regulations This legal opinion is issued in the normative documents and the relevant matters related to the lifting of restrictions on the sale of restricted shares in the second phase of the first grant and the first phase of the reserved grant of restricted shares in the 2019 restricted stock incentive plan of Beijing Creative Distribution Automation Co.Ltd(002350) International Human Resources Co., Ltd. (hereinafter referred to as “the lifting of restrictions”).
For this legal opinion, our lawyer declares as follows:
(I) in accordance with 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 other provisions, as well as the facts that have occurred or exist before the date of issuance of this legal opinion, our 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.
(II) we have obtained Beijing Career International Co.Ltd(300662) the following guarantee: Beijing Career International Co.Ltd(300662) has provided our lawyers with all the documents necessary for issuing this legal opinion. All documents are true, complete, legal and valid. The copies or copies of all documents are consistent with the original or the original, and the signatures and seals on all documents are true; And all facts and documents sufficient to affect the legal judgment made by our lawyers have been disclosed without any concealment, misleading or omission.
(III) the exchange only expresses opinions on the legal matters related to the lifting of the company’s sales restriction, but does not express opinions on the accounting, audit and other professional matters involved in the lifting of the company’s sales restriction. The exchange and the handling lawyer do not have the legal qualification to check and judge these professional matters. The statements and data related to such professional matters or the references to the contents of professional reports such as accounting reports and audit reports in this legal opinion by the firm and the handling lawyer do not mean that the firm and the handling lawyer make any express or implied guarantee for the authenticity and effectiveness of these references.
This legal opinion is only for the purpose of lifting the restrictions on sales this time, and shall not be used for any other purpose.
Our lawyers agree to take this legal opinion as a necessary legal document for Beijing Career International Co.Ltd(300662) the lifting of sales restrictions, announce and disclose it together with other materials, and bear the responsibility for the legal opinion issued in accordance with the law.
In accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, and on the basis of full verification and verification of the relevant documents and facts provided by the company, our lawyers issue the following legal opinions:
1、 Approval and authorization for lifting the restrictions
After verification by our lawyers, as of the date of issuance of this legal opinion, the company has obtained the following approval and authorization for the lifting of the sales restriction:
1. October 29, 2019, The 15th meeting of the second board of directors of the company deliberated and approved the proposal on the 2019 restricted stock incentive plan of < Beijing Creative Distribution Automation Co.Ltd(002350) International Human Resources Co., Ltd. (Draft) and its summary, the proposal on the measures for the implementation and assessment of the 2019 restricted stock incentive plan of < Beijing Creative Distribution Automation Co.Ltd(002350) International Human Resources Co., Ltd., and Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive, etc. On the same day, the independent directors of the company expressed their independent opinions on agreeing to implement the incentive plan.
2. October 29, 2019, The 13th meeting of the second board of supervisors of the company deliberated and approved the proposal on the 2019 restricted stock incentive plan of < Beijing Creative Distribution Automation Co.Ltd(002350) International Human Resources Co., Ltd. (Draft) and its summary, the proposal on the measures for the implementation and assessment of the 2019 restricted stock incentive plan of < Beijing Creative Distribution Automation Co.Ltd(002350) International Human Resources Co., Ltd., and Proposal on verifying the list of incentive objects first granted by the company's restricted stock incentive plan in 2019.
3. From November 5, 2019 to November 14, 2019, the company publicized the names and positions of the incentive objects granted for the first time in the incentive plan within the company. As of the expiration of the publicity period, the board of supervisors of the company has not received any objection or adverse reaction from any organization or individual, and there is no feedback record. On November 15, 2019, the board of supervisors of the company checked the list of incentive objects granted for the first time in the incentive plan and explained the publicity, and considered that the subject qualification of incentive objects granted for the first time in the incentive plan was legal and effective.
4. November 20, 2019, The first extraordinary general meeting of shareholders of the company in 2019 deliberated and approved the proposal on the 2019 restricted stock incentive plan (Draft) of < Beijing Creative Distribution Automation Co.Ltd(002350) International Human Resources Co., Ltd. and its summary, the proposal on the assessment management measures for the implementation of the 2019 restricted stock incentive plan of < Beijing Creative Distribution Automation Co.Ltd(002350) International Human Resources Co., Ltd., and Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive.
5. On December 17, 2019, the 16th meeting of the second board of directors and the 14th meeting of the second board of supervisors respectively deliberated and adopted the proposal on adjusting the company’s 2019 restricted stock incentive plan and the proposal on granting restricted shares to incentive objects for the first time, December 17, 2019 is determined as the grant date for the first grant of some restricted shares in this incentive plan.
On the same day, the independent directors of the company expressed their independent opinions on relevant matters. The listing date of the first grant of some restricted shares is January 9, 2020.
6. On October 27, 2020, the 24th Meeting of the second board of directors and the 22nd Meeting of the second board of supervisors of the company respectively deliberated and adopted the proposal on the company granting restricted shares reserved in the 2019 restricted stock incentive plan to incentive objects and other proposals, November 2, 2020 is determined as the grant date reserved for the grant of some restricted shares in this incentive plan. On the same day, the independent directors of the company expressed their independent opinions on relevant matters. The listing date of some restricted shares reserved for grant is December 3, 2020.
7. February 4, 2021, The first meeting of the third board of directors and the first meeting of the third board of supervisors respectively deliberated and approved the proposal on repurchase and cancellation of some granted but not unlocked restricted shares, the proposal on adjusting the repurchase price of the company’s 2019 restricted stock incentive plan, and Proposals such as the proposal on the achievement of the conditions for lifting the restrictions during the first lifting period of the restricted stock incentive plan in 2019. On the same day, the independent directors of the company expressed their independent opinions on relevant matters.
8. February 17, 2022, The seventh meeting of the third board of directors and the sixth meeting of the third board of supervisors of the company respectively deliberated and approved the proposal on the achievement of the lifting conditions of the second release period of the first release period and the first release period of the reserved part of the restricted stock incentive plan in 2019, the proposal on adjusting the repurchase price of the company’s restricted stock incentive plan in 2019, and Proposal on repurchasing and cancelling some granted but not unlocked restricted shares. On the same day, the independent directors of the company expressed their independent opinions on relevant matters.
Therefore, our lawyers believe that as of the date of issuance of this legal opinion, according to the authorization of the first extraordinary general meeting of shareholders in 2019 to the board of directors, the board of directors of the company has the right to handle matters related to the lifting of sales restrictions in accordance with the relevant provisions of the incentive plan; The company has obtained the necessary approval and authorization at this stage to lift the sales restriction, which is in line with the relevant provisions of the management measures and other laws, regulations, normative documents and the incentive plan. The lifting of the restriction still needs to go through relevant procedures in relevant departments.
2、 The lifting of sales restrictions this time
(I) the sales restriction period has expired
According to the relevant provisions of the incentive plan, the second release period of restricted shares granted for the first time is “from the first trading day 24 months after the listing date of some restricted shares granted for the first time to the last trading day within 36 months after the listing date of some restricted shares granted for the first time”, and the release ratio is 30%; The first release period of restricted shares reserved for grant is “from the first trading day after 12 months from the listing date of some restricted shares reserved for grant to the last trading day within 24 months from the listing date of some restricted shares reserved for grant”, and the release proportion is 50%.
As mentioned above, the grant date of the first grant of some restricted shares in this incentive plan is December 17, 2019, the listing date is January 9, 2020, the grant date of the reserved grant of some restricted shares is November 2, 2020, and the listing date is December 3, 2020. Therefore, as of the date of issuance of this legal opinion, The second restricted sale period of the company’s incentive plan for the first time granting some restricted shares and the first restricted sale period reserved for granting some restricted shares have expired.
(II) the conditions for lifting the restrictions on sales have been met
According to the relevant provisions of the incentive plan, the restricted shares granted to the incentive objects of the company’s incentive plan can be lifted only if the following conditions are met at the same time:
1. The company does not have any of the following situations:
(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 most recent 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, the 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 China Securities Regulatory Commission (hereinafter referred to as the “CSRC”). According to the relevant documents provided by the company and verified by our lawyers, the company does not meet the conditions for lifting the sales restriction.
2. The incentive object does not have any of the following situations:
(1) Shareholders or actual controllers who individually or jointly hold more than 5% of the company’s shares and their spouses, parents and children;
(2) Being identified as an inappropriate candidate by the stock exchange within the last 12 months;
(3) In the last 12 months, it has been identified as an inappropriate candidate by the CSRC and its dispatched offices;
(4) 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;
(5) Having the circumstances stipulated in the company law that they are not allowed to serve as directors and senior managers of the company;
(6) Those who are not allowed to participate in the equity incentive of listed companies according to laws and regulations;
(7) Other circumstances recognized by the CSRC.
According to the relevant documents provided by the company and verified by the lawyers of the firm, except for the resignation of four original incentive objects, none of the incentive objects whose sales restrictions are lifted this time have the above circumstances and meet the conditions for lifting the sales restrictions this time.
3. Company level performance assessment requirements
According to the relevant provisions of the incentive plan, the second phase of restricted shares granted for the first time and the first phase of restricted shares reserved for grant shall be lifted, and the company shall meet one of the following two conditions: (1) based on the operating income in 2018, the growth rate of operating income in 2020 shall not be less than 80%; (2) Based on the net profit in 2018, the net profit growth rate in 2020 shall not be less than 40%. The above “operating income” refers to the audited operating income of the listed company; The above “net profit” refers to the audited net profit attributable to the shareholders of the listed company, excluding the impact of this and other incentive plan costs; At the same time, the calculation of the above “net profit” does not include the expenses incurred and borne by the company in the implementation of refinancing and the amount of net profit of the operating entity increased / decreased during the above assessment period.
According to the “xyzh / 2021bjaa20248” audit report issued by ShineWing Certified Public Accountants (special general partnership) and relevant documents provided by the company, the company’s operating revenue in 2020 was 3932001041.85 yuan. Based on the operating revenue in 2018, the growth rate of operating revenue in 2020 was 78.99%; The company’s net profit attributable to the shareholders of Listed Companies in 2020 was 186313762.62 yuan, and the net profit excluding the cost of equity incentive of 18772890.40 yuan in 2020 was 205086653.02 yuan. Based on the net profit in 2018, the net profit growth rate in 2020 was 74.28%, meeting the conditions for lifting the restrictions on sales.
4. Performance appraisal requirements at individual level
According to the relevant provisions of the incentive plan, the individual assessment of incentive objects shall be implemented according to the relevant internal performance assessment systems of the company. The individual assessment and evaluation results of incentive objects are divided into “excellent”, “qualified” and “unqualified”, and the corresponding sales restriction lifting coefficients are shown in the table below:
Excellent assessment results
