Beijing Guantao Zhongmao law firm
about
China National Software And Service Company Limited(600536) restricted stock incentive plan in 2021 (Revised Draft)
of
Legal opinion
Guan Yi Zi [2022] No. 000802
Guantao Zhongmao law firm
GuantaoLawFirm
19 / F, block B, Xinsheng building, No. 5, Financial Street, Xicheng District, Beijing 100032
Tel: 861066578066 Fax: 861066578016
E-mail： [email protected].
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catalogue
interpretation…… three
Section 1 matters stated by lawyers five
Section II text seven
1、 The company has the subject qualification of this equity incentive plan seven
2、 The main contents of this equity incentive plan nine
3、 The legal procedures for the implementation of this equity incentive plan twenty
4、 Information disclosure of this equity incentive plan twenty-two
5、 The company does not provide financial assistance to the incentive objects of this equity incentive plan twenty-three
6、 The impact of this equity incentive plan on the interests of the company and all shareholders twenty-three
7、 Avoidance of voting by related Directors twenty-three
8、 Concluding observations twenty-four
interpretation
Unless otherwise specified, the relevant words in this legal opinion have the following specific meanings: China National Software And Service Company Limited(600536) / company / listed company refers to China National Software And Service Company Limited(600536) This equity incentive plan / this incentive refers to China National Software And Service Company Limited(600536) 2021 restricted stock incentive plan
Incentive plan (Draft) refers to the China National Software And Service Company Limited(600536) 2021 restricted stock incentive plan (Draft)
Incentive plan (revised draft refers to the China National Software And Service Company Limited(600536) 2021 restricted stock draft) ticket incentive plan (Revised Draft)
Articles of association means the China National Software And Service Company Limited(600536) articles of association
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 (revised in 2018)
The Trial Measures refer to the Trial Measures for the implementation of equity incentive by state-owned holding listed companies (domestic) (Guo Zi FA FA FA Fen [2006] No. 175)
Relevant issues of equity incentive system refer to the notice on Relevant Issues of the notice on regulating the implementation of equity incentive system by state-owned holding listed companies (Guo Zi FA FA FA FA Fa [2008] No. 171)
Matters related to equity incentive notice on matters related to further improving the equity incentive index of listed companies controlled by central enterprises (Notice No. 102 of the sub regulations of the state owned assets development and examination [2019])
The work guidelines refer to the notice on printing and distributing the guidelines for the implementation of equity incentive by listed companies controlled by central enterprises (gzkp [2020] No. 178)
Listing Rules of Shanghai Stock Exchange
CSRC refers to the China Securities Regulatory Commission
SASAC of the State Council refers to the state owned assets supervision and Administration Commission of the State Council
Shanghai stock exchange refers to Shanghai Stock Exchange
Legal opinion of Beijing Guantao Zhongmao law firm on China National Software And Service Company Limited(600536) and technical service guidance Co., Ltd. 2021 restricted stock incentive plan (Revised Draft)
Beijing Guantao Zhongmao law firm
Yuan means RMB yuan
Beijing Guantao Zhongmao law firm
About China National Software And Service Company Limited(600536)
Of the restricted stock incentive plan (Revised Draft) in 2021
Legal opinion
Guan Yi Zi [2022] No. 000802 to: China National Software And Service Company Limited(600536)
Beijing Guantao Zhongmao law firm has accepted the entrustment of China National Software And Service Company Limited(600536) according to the company law, securities law, administrative measures, trial measures, work guidelines, notice on issues related to equity incentive system, notice on matters related to equity incentive work and other relevant laws In accordance with the relevant provisions of laws and regulations, normative documents and the articles of association and incentive plan (Revised Draft), this legal opinion is issued on the matters related to the equity incentive plan of the company in accordance with the business standards, ethics and diligence recognized by the lawyer industry.
Section 1 matters declared by lawyers
I The firm and its handling lawyers shall act in accordance with the company law, the securities law, the administrative measures, the trial measures, the work guidelines, the notice on issues related to the equity incentive system, the notice on matters related to equity incentive, the administrative measures for law firms engaging in securities legal business and the practicing rules for securities legal business of law firms (Trial) And the facts that have occurred or existed before the date of issuance of this legal opinion, strictly performed their legal duties, 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, and the concluding opinions issued are legal and accurate, without false records Misleading statements or major omissions, otherwise they are willing to bear corresponding legal liabilities.
2、 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.
3、 For the fact that this legal opinion is very important and cannot be supported by independent evidence, our lawyers rely on the supporting documents issued by relevant government departments, companies or other relevant units to issue this legal opinion. 4、 Our lawyers only express opinions on the legal issues related to the company’s equity 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 equity incentive plan, as well as accounting, finance and other non legal professional matters. When quoting relevant financial data or conclusions in this legal opinion, the exchange has fulfilled the obligation of ordinary care, but such quoting is not regarded as any express or implied guarantee for the authenticity and accuracy of these data and conclusions.
5、 The lawyer of the firm agrees that the company shall quote the relevant contents of this legal opinion in the relevant documents prepared by the company for the implementation of this equity incentive plan, but when the company makes the above quotation, it shall not cause legal ambiguity or misinterpretation due to the quotation. The lawyer of the firm has the right to review and confirm the corresponding contents of the above relevant documents again.
6、 Our lawyers agree to take this legal opinion as one of the necessary documents of the company’s equity 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.
7、 This legal opinion is only used by the company for the purpose of this equity incentive plan and shall not be used for any other purpose.
Section II main body
In accordance with the provisions of relevant laws, regulations and normative documents, 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 equity incentive plan provided by the company, and issued legal opinions as follows: 1. The company has the subject qualification of the equity incentive plan
(I) China National Software And Service Company Limited(600536) is a legally established and validly existing joint stock limited company
After verification by our lawyers, the company now holds the business license with the unified social credit code of 91110000102043722t issued by the market supervision and Administration Bureau of Changping District, Beijing. According to the information stated in the company’s announcement and business license, China National Software And Service Company Limited(600536) is a listed company on Shanghai Stock Exchange, with stock abbreviation ” China National Software And Service Company Limited(600536) ” and Stock Code: 600536 SH, with a registered capital of 494562782 yuan, the legal representative is Chen Ximing, whose domicile is No. 18 Changsheng Road, Changping District, Beijing. Its business scope includes computer technology development, technology promotion, technology transfer, technical consultation, technical service and technical training; Sales of special products for computer information system security, commercial password products, electronic products and communication equipment; Property management services; Development and sales of computer software, Internet technology and application products, mechatronics products; Computer system services; Data processing; Computer maintenance; Basic software services; Application software services; Entrusted processing and sales of computer hardware, peripheral equipment and instruments; Renting office space; Renting commercial houses; business management; Electromechanical equipment leasing; Import and export of goods; Technology import and export; Acting as import and export agent; Develop and produce commercial password products; Production of communication system equipment and communication terminal equipment; Product design. (market entities shall independently choose business projects and carry out business activities according to law; projects that must be approved according to law shall carry out business activities according to the approved contents after being approved by relevant departments; they shall not engage in business activities of projects prohibited and restricted by national and municipal industrial policies.)
After verification, our lawyers believe that China National Software And Service Company Limited(600536) is a joint stock limited company established and effectively existing according to law; As of the date of issuance of this legal opinion, China National Software And Service Company Limited(600536) has not been terminated in accordance with laws, regulations or the articles of association.
(II) China National Software And Service Company Limited(600536) there is no situation that equity incentive plan shall not be implemented
According to the China National Software And Service Company Limited(600536) audit report (2020) (ZTY [2021] SZ No. 90183), the company’s 2020 internal control audit report (ZTY [2021] GZ No. 90017), the company’s report for the third quarter of 2021 According to the annual report of the company from 2018 to 2020 and the statement issued by the company and verified by the lawyers of the exchange, the company does not have the following circumstances that 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.
(III) China National Software And Service Company Limited(600536) meet the conditions for the implementation of equity incentive plan specified in the trial measures and work guidelines
According to the articles of association, the rules of procedure of the general meeting of shareholders, the board of directors, the board of supervisors and the special committee, the company’s internal management system, the China National Software And Service Company Limited(600536) audit report (2020) (ZTY [2021] Shen Zi No. 90183), the company’s 2020 internal control audit report (ZTY [2021] Guan Zi No. 90017) and the instructions issued by the company, which have been verified by the lawyers of the firm, The company meets the following conditions for equity incentive as stipulated in Article 5 of the trial measures and Article 6 of the work guidelines:
1. Corporate governance is standardized. The general meeting of shareholders, the board of directors, the board of supervisors and the management are well organized and have clear responsibilities. The system of electing and replacing directors at the general meeting of shareholders is sound, and the board of directors has the right to select, employ, assess and motivate senior managers;
2. The number of external directors (including independent directors) shall reach more than half of the members of the board of directors. The remuneration and assessment committee is composed of all external directors. The remuneration and assessment committee has a sound system, perfect rules of procedure and standardized operation;
3. The basic management system is standardized, the internal control system is sound, and the three system reforms are in place. A labor employment, performance assessment, salary and welfare system that meets the requirements of market competition has been established;
4. The development strategy is clear, the asset quality and financial status are good, and the business performance is stable. No violation of laws and regulations in financial accounting, income distribution and salary management in recent three years;
5. Improve the restraint mechanisms such as economic responsibility audit, information disclosure, deferred payment and recourse deduction symmetrical with the incentive mechanism;
6. Other conditions stipulated by the securities regulatory authority.
After verification, our lawyers believe that as of the date of issuance of this legal opinion, China National Software And Service Company Limited(600536) is a joint stock limited company established and effectively existing according to law, and there is no situation that 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 as stipulated in Article 7 of the management measures, Meet the conditions for the implementation of equity incentive stipulated in Article 5 of the trial measures and Article 6 of the work guidelines, and meet the requirements for the implementation of this equity incentive
