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Beijing Kangda law firm
About Anhui Ronds Science & Technology Incorporated Company(688768) 2022
Of restricted stock incentive plan (Draft)
Legal opinion
Kangda FA Yi Zi [2022] No. 0477
February, 2002
interpretation
In this legal opinion, unless the context otherwise requires, the following words have the following meanings:
Beijing Kangda law firm
Company, Anhui Ronds Science & Technology Incorporated Company(688768) refers to Anhui Ronds Science & Technology Incorporated Company(688768)
This incentive plan and this plan refer to Anhui Ronds Science & Technology Incorporated Company(688768) 2022 restricted stock incentive plan and this incentive plan
Company Law refers to the company law of the people’s Republic of China
Securities Law refers to the securities law of the people’s Republic of China
The Administrative Measures refer to the administrative measures for equity incentive of listed companies
Listing Rules refers to the Listing Rules of Shanghai Stock Exchange’s Sci tech innovation board
The supervision measures refer to the measures for continuous supervision of listed companies on the science and Innovation Board (for Trial Implementation)
The self regulatory guide refers to the self regulatory guide for listed companies on the science and Innovation Board No. 4 – disclosure of equity incentive information
Articles of association means the Anhui Ronds Science & Technology Incorporated Company(688768) articles of association
Incentive plan (Draft) refers to the Anhui Ronds Science & Technology Incorporated Company(688768) 2022 restricted stock incentive plan (Draft)
Assessment management measures refer to the Anhui Ronds Science & Technology Incorporated Company(688768) 2022 assessment management measures for the implementation of restricted stock incentive plan
Beijing Kangda law firm’s legal opinion on Anhui Anhui Ronds Science & Technology Incorporated Company(688768) Technology Co., Ltd. refers to the 2022 restricted stock incentive plan (Draft) (Kangda Fayi Zi [2022] No. 0477)
CSRC refers to the China Securities Regulatory Commission
Shanghai stock exchange refers to Shanghai Stock Exchange
Administration for Industry and Commerce means the Administration for Industry and commerce
China refers to the mainland of the people’s Republic of China, excluding the Hong Kong Special Administrative Region, the Macao Special Administrative Region and Taiwan
Yuan / 10000 yuan refers to RMB yuan / 10000 yuan unless otherwise specified
Beijing Kangda law firm
About Anhui Ronds Science & Technology Incorporated Company(688768)
Legal opinion on 2022 restricted stock incentive plan (Draft)
Kangda FA Yi Zi [2022] No. 0477 to: Anhui Ronds Science & Technology Incorporated Company(688768)
Entrusted by Anhui Ronds Science & Technology Incorporated Company(688768) , the exchange, as the company’s special legal adviser for the implementation of the restricted stock incentive plan in 2022, issues legal opinions on matters related to the incentive plan in accordance with the relevant provisions of the company law, the securities law, the administrative measures and other laws, administrative regulations and other normative documents.
In order to issue this legal opinion, we declare as follows:
1. Our lawyers only express legal opinions based on the current effective laws, administrative regulations and normative documents in China before the date of issuance of this legal opinion, as well as the relevant facts involved in Anhui Ronds Science & Technology Incorporated Company(688768) this incentive plan.
2. Our lawyers have strictly performed their statutory duties, followed the principles of diligence and good faith, verified and verified the materials and information provided by Anhui Ronds Science & Technology Incorporated Company(688768) , and ensured that there are no false records, misleading statements and major omissions in this legal opinion.
3. The firm and its lawyers agree to take this legal opinion as one of the necessary documents of the incentive plan, report or publicly disclose it together with other application materials, and bear corresponding legal liabilities according to law.
4. This legal opinion only expresses opinions on legal issues related to this incentive plan, and does not express opinions on the contents of documents issued to Anhui Ronds Science & Technology Incorporated Company(688768) by other institutions directly cited in this legal opinion. 5. Our lawyers agree to Anhui Ronds Science & Technology Incorporated Company(688768) quote the contents of this legal opinion, but Anhui Ronds Science & Technology Incorporated Company(688768) shall not cause legal ambiguity or misinterpretation due to quotation.
6. Anhui Ronds Science & Technology Incorporated Company(688768) has made a written commitment to our lawyers to ensure that all documents provided by them are true, complete and effective, and all facts have been disclosed to our lawyers without any concealment, omission, falsehood or misleading. All copies are consistent with the original, and the signatures and seals on all documents and materials are true.
7. This legal opinion is only for the purpose of this incentive plan, and shall not be used for other purposes without the written consent of the exchange and its lawyers, and the exchange and its lawyers shall not be liable for the consequences of being used for other purposes.
Our lawyers have verified and verified the relevant documents and facts provided by the company in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, and now issue the following legal opinions:
1、 Anhui Ronds Science & Technology Incorporated Company(688768) have the subject qualification to implement the incentive plan
(I) Anhui Ronds Science & Technology Incorporated Company(688768) legally established and validly existing
1. Anhui Ronds Science & Technology Incorporated Company(688768) is a joint stock limited company established by Anhui Anhui Ronds Science & Technology Incorporated Company(688768) Information Technology Co., Ltd. On July 22, 2016, the company obtained the business license (Unified Social Credit Code: 91340100664238732x) issued by Hefei Administration for Industry and commerce.
2. According to the reply on Approving the registration of Anhui Ronds Science & Technology Incorporated Company(688768) initial public offering of shares (zjxk [2021] No. 2102) and relevant announcement documents of the CSRC, the company issued 13.72 million RMB common shares to the public for the first time. On July 26, 2021, the company’s shares were listed on the science and Innovation Board of Shanghai Stock Exchange. The stock is abbreviated as ” Anhui Ronds Science & Technology Incorporated Company(688768) ” and the stock code is 688768.
According to the business license and the articles of association provided by the company and verified by the lawyers of the firm, as of the date of issuance of this legal opinion, the company has not been terminated in accordance with laws, administrative regulations and the articles of association.
(II) Anhui Ronds Science & Technology Incorporated Company(688768) there is no circumstance that the incentive plan shall not be implemented
According to the publicly disclosed information, the confirmation of the company and the verification of the lawyers of the exchange, the company does not have the following circumstances under which the equity incentive plan shall not be implemented as stipulated in Article 7 of the management measures:
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, 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.
To sum up, our lawyers believe that as of the date of issuance of this legal opinion, Anhui Ronds Science & Technology Incorporated Company(688768) is a listed company established and legally existing according to law, there is no situation that equity incentive plan shall not be implemented as stipulated in the administrative measures, and it meets the conditions for equity incentive.
2、 Main contents and legal compliance of this incentive plan
(I) main items specified in the incentive plan (Draft)
On February 17, 2022, Anhui Ronds Science & Technology Incorporated Company(688768) the 13th meeting of the second board of directors deliberated and adopted the incentive plan (Draft), which mainly includes the purpose and principles of implementing the plan, the management organization, the determination basis and scope of incentive objects, the incentive mode, source, quantity and distribution of restricted shares, the validity period, grant date, attribution arrangement and lock-up period of the plan, The granting price of restricted shares and the determination method of the granting price, the granting and attribution conditions of restricted shares, the implementation procedures of the plan, the adjustment methods and procedures of the plan, the accounting treatment of restricted shares, the respective rights and obligations of the company / incentive objects, and the treatment of changes in the company / incentive objects.
Our lawyers believe that the main matters specified in the incentive plan (Draft) comply with the provisions of Article 9 of the administrative measures.
(II) main specific contents of incentive plan (Draft)
1. Incentive object
(1) According to the incentive plan (Draft), the total number of incentive objects granted in the incentive plan for the first time shall not exceed 444, accounting for 86.21% of the total 515 employees of the company at the end of 2021, including the core technical personnel who served in the company when the company announced the incentive plan and other personnel considered by the board of directors to be in need of incentive, excluding directors, senior managers Independent directors, supervisors, foreign employees, shareholders who individually or jointly hold more than 5% of the shares of the listed company, actual controllers of the listed company and their spouses, parents and children. All incentive objects must have employment or labor relations with the company or its subsidiaries when the company grants restricted shares and within the assessment period specified in the incentive plan.
The incentive object of the reserved grant part shall be determined within 12 months after the incentive plan is considered and approved by the general meeting of shareholders. After the proposal of the board of directors, the explicit opinions of the independent directors and the board of supervisors, the professional opinions of lawyers and the legal opinions are issued, the company shall accurately disclose the relevant information of the incentive object on the designated website in time as required. If the incentive object is not specified for more than 12 months, the reserved rights and interests shall become invalid. The criteria for determining the incentive object of reserved restricted shares shall refer to the criteria for the first grant and be determined according to the subsequent actual development of the company.
(2) According to the resolution of the ninth meeting of the second board of supervisors of the company and the confirmation of the company, as of the date of issuance of this legal opinion, the incentive objects of this plan do not have the following circumstances described in paragraph 2 of Article 8 of the administrative measures, and also comply with the Provisions on Incentive objects such as the Listing Rules:
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 incentive plan (Draft), the company will verify the incentive objects: after the incentive plan is reviewed and approved by the board of directors and the board of supervisors, the company will publicize the names and positions of the incentive objects internally for a period of no less than 10 days; The board of supervisors of the company will review the list of incentive objects, fully listen to the publicity opinions, and disclose the explanation of the board of supervisors on the review and publicity of the list of incentive objects five days before the general meeting of shareholders of the company deliberates the incentive plan. The list of incentive objects adjusted by the board of directors of the company shall also be verified by the board of supervisors of the company.
In conclusion, our lawyers believe that the incentive objects of this incentive plan and their verification comply with the relevant provisions of the administrative measures, listing rules, regulatory measures and self regulatory guidelines.
2. Source, quantity and distribution of restricted shares
According to the incentive plan (Draft), the incentive tool adopted in this incentive plan is class II restricted stock, and the source of the underlying stock involved is the company’s directional issuance of A-share common stock to the incentive object, which is in line with the provisions of Article 12 of the administrative measures.
The number of restricted shares to be granted in the incentive plan is 1119500 shares, accounting for about 2.04% of the total share capital of the company at the time of announcement of the incentive plan (Draft), of which 1019500 shares are granted for the first time, accounting for about 1.86% of the total share capital of the company at the time of announcement of the incentive plan (Draft), accounting for 91.07% of the total equity granted this time; 100000 shares are reserved, accounting for about 0.18% of the company’s total share capital of 54.8655 million shares at the time of announcement of the incentive plan (Draft), and the reserved part accounts for 8.93% of the total equity granted this time.
The total number of subject shares involved in all effective incentive plans of the company shall not exceed 20.00% of the total share capital of the company when the equity incentive plan is submitted to the general meeting of shareholders. The cumulative number of shares of the company granted by any incentive object in the plan through all the equity incentive plans within the validity period shall not exceed that of the plan
