Shanghai jintiancheng (Beijing) law firm
About Beijing Yjk Building Software Co.Ltd(300935)
Restricted stock incentive plan for 2021
Adjusting the grant price and reserving part of the grant items
Legal opinion
Address: 6 / F, building C1, Oriental Plaza, No. 1, East Chang’an Street, Dongcheng District, Beijing
Tel: (8610) 8523-0688 Fax: (8610) 8523-0699
Postal Code: 100738
Shanghai jintiancheng (Beijing) law firm
About Beijing Yjk Building Software Co.Ltd(300935)
Restricted stock incentive plan for 2021
Legal opinions on adjusting the grant price and reserving some grant matters
To: Beijing Yjk Building Software Co.Ltd(300935)
Shanghai jintiancheng (Beijing) law firm (hereinafter referred to as “the firm”) is entrusted by Beijing Yjk Building Software Co.Ltd(300935) (hereinafter referred to as “the company” or ” Beijing Yjk Building Software Co.Ltd(300935) “) to act as the special legal adviser of the company’s 2021 restricted stock incentive plan (hereinafter referred to as “the incentive plan” or “the equity incentive plan”). In accordance with the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the measures for the administration of equity incentive of listed companies (hereinafter referred to as the “administrative measures”) and other relevant laws, regulations, rules and normative documents, And the provisions of the Beijing Yjk Building Software Co.Ltd(300935) articles of Association (hereinafter referred to as the “articles of association”) and the Beijing Yjk Building Software Co.Ltd(300935) 2021 restricted stock incentive plan (Draft) (hereinafter referred to as the “2021 restricted stock incentive plan (Draft)”, This legal opinion is issued on the adjustment of the grant price of this incentive plan (hereinafter referred to as “this adjustment”) and the reserved restricted shares granted by this incentive plan (hereinafter referred to as “this grant”).
Declaration matters
In order to issue this legal opinion, the office and the handling lawyer hereby make the following statement:
1、 The firm and its handling lawyers issue legal opinions in accordance with the company law, 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 provisions, as well as the facts that have occurred or exist before the issuance date of this legal opinion.
2、 The firm and its handling lawyers have strictly performed their statutory duties in accordance with the provisions of relevant laws and regulations, followed the principles of diligence and good faith, and conducted sufficient verification and verification 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 responsibilities.
3、 The firm and the handling lawyer only express opinions on the legal matters related to the company’s incentive plan, but do not express opinions on professional matters such as accounting, audit, asset evaluation and internal control. The reference in this legal opinion to the statements and data related to such professional matters or the contents of professional reports such as accounting reports and audit reports does not mean that the office and the handling lawyer make any express or implied guarantee for the authenticity and accuracy of these data and conclusions.
4、 The company has guaranteed that the information, documents or materials related to this legal opinion provided to the exchange are true, accurate, complete and effective, and there are no false records, misleading statements or major omissions; If the documents are copies or copies, the contents are consistent with the original or the original; The signatories of all documents have full civil capacity, and their signing has been properly and effectively authorized; The signatures and seals on all documents or materials are authentic.
5、 For the fact that this legal opinion is very important and cannot be supported by independent evidence, the office and the handling lawyer express legal opinions based on the certificates or confirmation documents issued or provided by relevant government departments, relevant units or other relevant persons and the publicly available information of the competent department, which confirm the authenticity, effectiveness, integrity and The accuracy shall be borne by the unit or person issuing such certificate, confirmation document or publishing such public information.
6、 The exchange agrees to take this legal opinion as the necessary legal document for the first award of the incentive plan of the company, report it together with other materials, and is willing to bear corresponding legal liabilities.
7、 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 without the written consent of the exchange.
Based on the above, in accordance with relevant laws, regulations, rules and the relevant provisions of the CSRC, and in accordance with the recognized business standards, ethics and diligence spirit of the lawyer industry, the exchange and the handling lawyers issue the following legal opinions.
1、 This adjustment and the approval and authorization granted this time
(I) on April 25, 2021, the first meeting of the remuneration and assessment committee of the third board of directors of the company considered and approved the proposal on the company’s restricted stock incentive plan in 2021 (Draft) and its summary, the proposal on the management measures for the implementation and examination of the company’s restricted stock incentive plan in 2021 and other proposals related to the incentive plan.
(II) on April 26, 2021, the fifth meeting of the third board of directors of the company deliberated and adopted the proposal on the company’s restricted stock incentive plan in 2021 (Draft) and its summary, and the proposal on the management measures for the implementation and assessment of the company’s restricted stock incentive plan in 2021 Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive and other proposals related to this incentive plan. On the same day, the independent directors of the company issued the independent opinions on matters related to the fifth meeting of the third board of directors.
(III) on April 26, 2021, the fourth meeting of the third board of supervisors of the company deliberated and adopted the proposal on the company’s restricted stock incentive plan in 2021 (Draft) and its summary, and the proposal on the management measures for the implementation and assessment of the company’s restricted stock incentive plan in 2021 Proposal on verifying the list of restricted stock incentive objects in 2021 and other proposals related to this incentive plan.
(IV) on April 26, 2021, Feng Yujun, an independent director of the company, solicited entrusted voting rights from all shareholders at the general meeting of shareholders to review the incentive plan. The time of soliciting voting rights was from May 12, 2021 to May 13, 2021. The company issued an announcement on the solicitation of voting rights.
(V) from April 28, 2021 to May 8, 2021, the company publicized the names and positions of the list of incentive objects granted for the first time within the company. During the publicity period, the board of supervisors of the company did not receive any objection related to the incentive objects proposed in the incentive plan.
(VI) on May 13, 2021, the company disclosed the statement of the board of supervisors on the review and publicity of the list of incentive objects of the restricted stock incentive plan in 2021, and believed that the personnel listed in the list of incentive objects of the company’s incentive plan have the qualifications specified in the company law, the articles of association and other laws, regulations and normative documents, It meets the conditions of incentive objects specified in the management measures and the scope of incentive objects specified in the company’s 2021 restricted stock incentive plan (Draft) and its abstract. The subject qualification of incentive objects as the incentive objects of the company’s equity incentive plan is legal and effective.
(VII) on May 13, 2021, the company disclosed the self inspection report on the trading of the company’s shares by insiders and incentive objects of the restricted stock incentive plan in 2021.
(VIII) on May 19, 2021, the company held the 2020 annual general meeting of shareholders, deliberated and passed the proposal on the company’s restricted stock incentive plan in 2021 (Draft) and its summary, and the proposal on the company’s measures for the assessment and management of the implementation of the restricted stock incentive plan in 2021 Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive and other proposals related to this incentive plan.
(IX) according to the 2021 restricted stock incentive plan (Draft) and the authorization of the general meeting of shareholders of the company, on February 22, 2022, the ninth meeting of the third board of directors of the company deliberated and adopted the proposal on granting some restricted shares reserved in the 2021 restricted stock incentive plan to incentive objects Proposal on adjusting the grant price of restricted stock incentive plan in 2021. The independent directors of the company expressed their independent opinions on agreeing to the grant and the adjustment of the grant price of the restricted stock incentive plan from 38.88 yuan / share to 38.08 yuan / share in 2021.
(x) on February 22, 2022, the 8th meeting of the third session of the board of supervisors of the company deliberated and adopted the proposal on granting some restricted shares reserved in the 2021 restricted stock incentive plan to incentive objects and the proposal on adjusting the grant price of the 2021 restricted stock incentive plan. The board of supervisors checked the list of incentive objects granted this time, issued the verification opinions on the list of incentive objects reserved for grant under the restricted stock incentive plan in 2021 (grant date), checked the grant price adjusted this time, and agreed to adjust the grant price this time.
In conclusion, our lawyers believe that the company’s adjustment and related matters granted this time have obtained the necessary approval and authorization, and comply with the relevant provisions of the administrative measures, the articles of association and the 2021 restricted stock incentive plan (Draft).
2、 Details of this adjustment and this grant
(I) date of this grant
According to the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive approved by the company’s 2020 annual general meeting of shareholders, the general meeting of shareholders of the company authorizes the board of directors to determine the grant date of the incentive plan.
On February 22, 2022, the ninth meeting of the third board of directors and the eighth meeting of the third board of supervisors considered and approved the proposal on granting some restricted shares reserved in the 2021 restricted stock incentive plan to incentive objects, and determined February 22, 2022 as the grant date of this grant. The independent directors of the company expressed independent opinions on this grant and agreed to take this date as the grant date of this grant.
After verification, the grant date determined by the board of directors of the company is the trading day, and within 12 months from the date when the incentive plan is deliberated and approved by the 2021 annual general meeting of shareholders of the company.
Our lawyers believe that the grant date of this grant of the company complies with the relevant provisions on the grant date in the administrative measures and the 2021 restricted stock incentive plan (Draft).
(II) the adjusted grant price
On May 19, 2021, the 2020 annual general meeting of shareholders of the company deliberated and approved the proposal on the profit distribution plan in 2020. This profit distribution is based on the total share capital of the company of 56505000 shares, and the cash dividend of RMB 8 (tax included) is distributed to all shareholders for every 10 shares, with a total cash dividend of RMB 45204000 (tax included), without bonus shares, Capital reserve shall not be converted into share capital. On May 25, 2021, the company announced the announcement on the implementation of 2020 annual equity distribution. The equity registration date of this equity distribution is May 28, 2021, and the ex right and ex dividend date is May 31, 2021.
According to the provisions of the 2021 restricted stock incentive plan (Draft), if the company has matters such as the conversion of capital reserve into share capital, the distribution of stock dividends, the division of shares, the allotment of shares, the reduction of shares or the distribution of dividends from the date of the announcement of the 2021 restricted stock incentive plan (Draft) to the date when the incentive object completes the ownership of restricted shares, The grant price of restricted shares shall be adjusted accordingly. Adjustment method of grant price: P = p0-v, where P0 is the grant price before adjustment; V is the dividend per share; P is the adjusted grant price.
On February 22, 2022, the ninth meeting of the third board of directors of the company deliberated and approved the proposal on adjusting the grant price of the restricted stock incentive plan in 2021. According to the above formula, the adjusted grant price is 38.08 yuan / share. The independent directors of the company expressed independent opinions on this adjustment and agreed to this adjustment. On February 22, 2022, the eighth meeting of the third board of supervisors of the company considered and approved the proposal on adjusting the grant price of the restricted stock incentive plan in 2021, considered that the adjustment review procedure was legal and compliant, and agreed to the adjustment.
(III) object of this grant
According to the provisions of the 2021 restricted stock incentive plan (Draft), the reserved part of the incentive plan is 149000 shares. According to the proposal on granting some restricted shares reserved in the 2021 restricted stock incentive plan to incentive objects deliberated and adopted at the 9th meeting of the third board of directors and the 8th meeting of the third board of supervisors, February 22, 2022 is determined as the grant date of this grant, and 149000 restricted shares are granted to 78 incentive objects. The independent directors of the company expressed independent opinions and agreed to this grant. The board of supervisors checked the list of incentive objects granted this time and agreed to this grant.
The lawyers of the firm believe that the grant object, grant quantity and grant price of the reserved part of the company’s incentive plan comply with the relevant provisions of the administrative measures and the 2021 restricted stock incentive plan (Draft). 3、 Grant conditions of this equity incentive plan
According to the administrative measures and the 2021 restricted stock incentive plan (Draft) deliberated and approved by the company’s 2020 annual general meeting, the granting conditions of the incentive plan of the company are as follows:
(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 is an audit report with a negative opinion or unable to express an opinion issued by a certified public accountant;
3. Most after listing
