Beijing Guantao Zhongmao law firm, No. 5, Financial Street, Xicheng District, Beijing, China
Guantao law firm, 19th floor, block B, Xinsheng building
Postal Code: 100032
Tel：86 10 66578066 Fax：86 10 66578016 19/F, Tower B, Xinsheng Plaza, No.5E-mail： [email protected]. Finance Street, Xicheng District, Beijinghttp：// www.guantao. com. 100032, China
Beijing Guantao Zhongmao law firm
About Xi'An Triangle Defense Co.Ltd(300775)
2022 restricted stock incentive plan (Draft)
Legal opinion
Guanyi Zi 2022 No. 000791
February, 2002
catalogue
1、 The main qualification of the company to implement this incentive plan 5 (I) Xi'An Triangle Defense Co.Ltd(300775) is a listed company established according to law and effectively existing 5 (II) Xi'An Triangle Defense Co.Ltd(300775) there is no situation that the incentive plan cannot be implemented 6 (III) Xi'An Triangle Defense Co.Ltd(300775) does not belong to dishonest Executees and dishonest listed companies 6 II. Legality and compliance of the content of this incentive plan 7 (I) purpose and principle of this incentive plan 7 (II) determination basis and scope of incentive objects 7 (III) specific contents of equity incentive plan 9 (IV) others 19 III. legal procedures involved in this incentive plan 20 (I) procedures that the company has performed to implement this incentive plan 20 (II) procedures to be performed by the company for the implementation of this incentive plan 20 IV. determination and compliance of incentive objects in this incentive plan 21 v. information disclosure of this incentive plan 21 VI. the company did not provide financial assistance for the incentive objects of this incentive plan 22 VII. Impact of this incentive plan on the interests of the company and all shareholders 22 VIII. Avoidance of voting by related Directors 22 IX. conclusion twenty-two
interpretation
Unless otherwise specified in this legal opinion, the following words have the following meanings:
Xi'An Triangle Defense Co.Ltd(300775) , company, upper finger Xi'An Triangle Defense Co.Ltd(300775)
City company
This incentive plan refers to the Xi'An Triangle Defense Co.Ltd(300775) 2022 restricted stock incentive plan
Incentive plan (Draft) refers to the Xi'An Triangle Defense Co.Ltd(300775) 2022 restricted stock incentive plan (Draft)
The assessment management measures refer to the assessment management measures for the implementation of the restricted stock incentive plan in 2022
Articles of association means the Xi'An Triangle Defense Co.Ltd(300775) articles of association
The Company Law refers to the company law of the people's Republic of China (2018 Amendment)
Securities Law refers to the securities law of the people's Republic of China (revised in 2019)
The Administrative Measures refer to the administrative measures for equity incentive of listed companies (revised in 2018)
Listing Rules refers to the Shenzhen Stock Exchange GEM Listing Rules (revised in December 2020)
The business handling guide refers to the self regulatory guide for companies listed on the gem of Shenzhen Stock Exchange No. 1 - business handling
CSRC refers to the China Securities Regulatory Commission
Shenzhen stock exchange refers to Shenzhen Stock Exchange
This legal opinion refers to the legal opinion of Beijing Guantao Zhongmao law firm on the 2022 restricted stock incentive plan (Draft) of Xi'an Xi'An Triangle Defense Co.Ltd(300775) Co., Ltd
Beijing Guantao Zhongmao law firm
Yuan and 10000 yuan refer to RMB yuan and 10000 yuan
Beijing Guantao Zhongmao law firm
About Xi'An Triangle Defense Co.Ltd(300775)
2022 restricted stock incentive plan (Draft)
Legal opinion
Guanyi Zi 2022 No. 000791 to: Xi'An Triangle Defense Co.Ltd(300775)
Beijing Guantao Zhongmao law firm has accepted the entrustment of Xi'An Triangle Defense Co.Ltd(300775) . In accordance with the relevant laws, regulations and normative documents such as the company law, the securities law and the administrative measures, as well as the relevant provisions of the articles of association and the incentive plan (Draft), and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, Issue this legal opinion on matters related to the company's incentive plan.
With regard to this legal opinion, the exchange issues the following statement:
(I) in accordance with the relevant provisions of laws, regulations and normative documents such as the company law, the securities law and the measures for the administration of law firms engaging in securities legal business, our lawyers have strictly performed their statutory duties in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, followed the principles of diligence and good faith, and conducted full verification and verification, Ensure that the facts identified in this legal opinion are true, accurate and complete, that the concluding opinions issued are legal and accurate, and that there are no false records, misleading statements or major omissions, and bear corresponding legal liabilities.
(II) the lawyers of the firm shall express legal opinions in accordance with the facts that have occurred or exist before the date of issuance of this legal opinion, the current laws, administrative regulations, departmental rules and other normative documents of China and the relevant provisions of the articles of association.
(III) our lawyers agree to take this legal opinion as one of the necessary documents of the company's incentive plan, report or announce it together with other materials, and bear corresponding legal liabilities for the legal opinion issued in accordance with the law.
(IV) our lawyers agree that the company may quote the relevant contents of this legal opinion in the relevant documents prepared by the company for the implementation of this incentive plan, but when the company makes the above quotation, it shall not cause legal ambiguity or misinterpretation due to the quotation. Our lawyers have the right to review and confirm the corresponding contents of the above relevant documents again.
(V) the company guarantees that it has provided the lawyers of the firm with true, complete and effective original written materials, copies or oral testimony necessary for the issuance of this legal opinion, without concealment, falsehood and major omissions. If the documents are copies or copies, they are consistent with the original.
(VI) our lawyers only express opinions on the legal issues related to the company's incentive plan, but do not express opinions on the rationality of the underlying stock value, assessment standards and other aspects involved in the company's incentive plan, as well as accounting, finance and other non legal professional matters.
(VII) this legal opinion is only used by the company for the purpose of this incentive plan and shall not be used for any other purpose.
In accordance with the provisions of relevant laws, regulations and normative documents such as the company law, the securities law and the administrative measures, and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, our lawyers have verified and verified the documents and facts related to the incentive plan provided by the company, and issued the following legal opinions:
Text
1、 The company is qualified to implement the incentive plan
(I) Xi'An Triangle Defense Co.Ltd(300775) is a listed company established according to law and effectively existing
According to the industrial and commercial registration data provided by the company and verified by our lawyers, Xi'An Triangle Defense Co.Ltd(300775) is a joint stock limited company established by Xi'an triangle Aviation Technology Co., Ltd. in the form of overall change on July 31, 2015. On April 12, 2019, the CSRC issued the reply on Approving the initial public offering of Xi'An Triangle Defense Co.Ltd(300775) (zjxk [2019] No. 680), approving the issuer to publicly issue no more than 49.55 million new shares. In May 2019, with the consent of Shenzhen Stock Exchange, Xi'An Triangle Defense Co.Ltd(300775) RMB ordinary shares were listed and traded on Shenzhen stock exchange with the stock code of "300775".
After verification by our lawyers, the company now holds the business license (Unified Social Credit Code: 91610137735087821g) issued by Xi'an market supervision and Administration Bureau on August 1, 2019. According to the information stated in the business license, Xi'An Triangle Defense Co.Ltd(300775) has a registered capital of 495.5 million yuan, its legal representative is Yan Jianya, and its domicile is No. 8, Lantian Second Road, Xi'an Aviation base, The business scope is "research, production and sales of die forging products, aviation and aerospace parts and systems in mechanical products, aviation, aerospace, electric power, shipbuilding, non-ferrous metals and other industries (excluding civil aviation equipment); import and export business of goods or technologies (excluding goods and technologies whose import and export are prohibited or restricted by the state); metal materials (including forged castings) Physical and chemical testing analysis and nondestructive testing services. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments) ".
The lawyer of the firm logs in to the national enterprise credit information publicity system（ http://www.gsxt.gov.cn./ ）According to the inquiry, as of the date of issuance of this legal opinion, Xi'An Triangle Defense Co.Ltd(300775) has no circumstances that should be terminated in accordance with relevant laws, regulations, normative documents and the articles of association.
In conclusion, after verification, our lawyers believe that Xi'An Triangle Defense Co.Ltd(300775) is a joint-stock company established and effectively existing according to law. As of the date of issuance of this legal opinion, Xi'An Triangle Defense Co.Ltd(300775) does not need to be terminated in accordance with laws, regulations or the articles of association.
(II) Xi'An Triangle Defense Co.Ltd(300775) there is no circumstance that the incentive plan shall not be implemented
The industrial and commercial materials of Xi'An Triangle Defense Co.Ltd(300775) verified by our lawyers, the audit report of Xi'An Triangle Defense Co.Ltd(300775) issued by Dahua Certified Public Accountants (special general partnership) (dahuashen Zi [2021] No. 007396), the internal control verification report of Xi'An Triangle Defense Co.Ltd(300775) (dahuahe Zi [2021] No. 004833), the relevant documents announced by the company on the website of Shenzhen Stock Exchange, and other materials were retrieved by our lawyers Credit China and other websites, as of the date of issuance of this legal opinion, the company does not have the following circumstances that prohibit the implementation of equity incentive plan as stipulated in Article 7 of the administrative 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.
(III) Xi'An Triangle Defense Co.Ltd(300775) does not belong to dishonest Executees and dishonest listed companies
After verification by our lawyers, the inquiry platform for dishonest records of securities and futures market of CSRC and the information publication and inquiry platform for the list of dishonest Executees of national courts, Xi'An Triangle Defense Co.Ltd(300775) is not a dishonest executee and dishonest listed company that restricts the implementation of equity incentive plan.
To sum up, the lawyers of this firm believe that as of the date of issuance of this legal opinion, Xi'An Triangle Defense Co.Ltd(300775) is a joint-stock company established and effectively existing according to law, and there is no situation that it needs to be terminated according to laws, regulations or the articles of association, and there is no situation that equity incentive plan shall not be implemented according to Article 7 of the administrative measures, Dishonest Executees and dishonest listed companies that do not restrict the implementation of the equity incentive plan have the subject qualification to implement the incentive plan.
2、 Legality and compliance of the contents of this incentive plan
On February 21, 2022, the 28th meeting of the second board of directors of the company deliberated and adopted the proposal on the company's restricted stock incentive plan (Draft) in 2022 and its summary (hereinafter referred to as "incentive plan (Draft)"). In accordance with the company law, the securities law, the administrative measures and other relevant provisions, our lawyers have checked the contents of the company's incentive plan (Draft) item by item. The main contents of this incentive plan are as follows: (I) the purpose and principles of this incentive plan
According to the incentive plan (Draft), in order to further improve the corporate governance structure, establish and improve the long-term incentive and restraint mechanism of the company, attract and retain the directors, senior managers and core backbone of the company (including subsidiaries), fully mobilize their enthusiasm and creativity, effectively improve the cohesion of the core team and the core competitiveness of the enterprise, and effectively The interests of the company and the core team are combined to make all parties pay common attention to the long-term development of the company and ensure the realization of the company's development strategy and business objectives. On the premise of fully protecting the interests of shareholders, in accordance with the principle of equal benefits and contributions, and in accordance with the company law, the Securities Law
