Beijing Yingke (Shenzhen) law firm on Shenzhen Jieshun Science And Technology Industry Co.Ltd(002609) 2021 stock option and restricted stock incentive plan
Matters related to adjustment and initial grant
Legal opinion
Floor 3, block B, Rongchao business center, 6003 Yitian Road, Futian District, Shenzhen
February, 2002
catalogue
interpretation...... 1 text 5 I. approval and authorization of this adjustment and grant 5 II. Adjustment of this incentive plan 6 III. award conditions of this incentive plan 7 IV. awarding object, date and quantity of this incentive plan 8 v. concluding comments ten
interpretation
In this legal opinion, unless otherwise specified, the following abbreviations have the following specific meanings: Shenzhen Jieshun Science And Technology Industry Co.Ltd(002609) , the company refers to Shenzhen Jieshun Science And Technology Industry Co.Ltd(002609) , the company's incentive plan
This incentive plan refers to the 2021 stock option and restricted stock incentive plan
plan
According to the conditions and prices specified in the incentive plan, the restricted shares granted to the incentive object by the company refer to a certain number of company shares, which are set with a certain period of restricted sale period. The restricted sale and circulation can be lifted only after the conditions for lifting the restricted sale specified in the incentive plan are met
Stock option refers to the right granted by the company to the incentive object to purchase a certain number of shares of the company at a predetermined price and conditions in a certain period of time in the future
According to the provisions of this incentive plan, the directors and senior managers who hold posts in the company (including subsidiaries and branches) when they obtain the company's stock options or restricted shares, and the incentive objects include directors, middle managers and core business (technical) personnel, And other employees that the company believes should be encouraged and have a direct impact on the company's business performance and future development
This adjustment refers to the company's adjustment of the list and number of incentive objects granted for the first time according to this incentive plan
This grant means that the company grants rights and interests to the incentive object for the first time according to this incentive plan
The grant date refers to the date on which the company grants rights and interests to the incentive object, and the grant date must be the trading day
The waiting period refers to the period between the date when the registration of stock option grant is completed and the date when the stock option is exercisable
Exercise refers to the behavior that the incentive object purchases the underlying stock according to the conditions set in the incentive plan
The exercisable date refers to the date when the incentive object can start exercising the right. The exercisable date must be the trading day
The exercise price refers to the price at which the incentive object purchases the company's shares determined in the incentive plan
Exercise conditions refer to the conditions that must be met for the incentive object to exercise stock options according to the incentive plan
The grant price refers to the price of each restricted stock granted by the company to the incentive object
The restricted sale period refers to the period during which the restricted shares granted by the incentive object under this incentive plan are prohibited from being transferred, used for guarantee and debt repayment
The release period refers to the period during which the restricted shares held by the incentive object can be released and listed for circulation after the release conditions specified in the incentive plan are met
The conditions for lifting the restriction on sales refer to the conditions that must be met for the restricted shares obtained by the incentive object to be lifted according to the incentive plan
The articles of association refers to the Shenzhen Jieshun Science And Technology Industry Co.Ltd(002609) articles of association
Incentive plan (Draft) institutional stock incentive plan (Draft)
The Administrative Measures refer to the administrative measures for equity incentive of listed companies
Company Law refers to the company law of the people's Republic of China
About Shenzhen Jieshun Science And Technology Industry Co.Ltd(002609)
2021 stock option and restricted stock incentive plan
Matters related to adjustment and initial grant
Legal opinion
To: Shenzhen Jieshun Science And Technology Industry Co.Ltd(002609)
In accordance with the relevant provisions of the company law, securities law, administrative measures and other laws, regulations and normative documents, Beijing Yingke (Shenzhen) law firm has accepted the entrustment of Shenzhen Jieshun Science And Technology Industry Co.Ltd(002609) to issue this legal opinion on the adjustment of the company's incentive plan and the first award.
The firm and its lawyers have strictly performed their statutory duties and followed the principles of diligence and good faith in accordance with the provisions of the securities law, the measures for the administration of securities legal business of law firms, the rules for the practice of securities legal business of law firms (for Trial Implementation), and the facts that have occurred or exist before the date of issuance of this legal opinion, It has 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 is willing to bear corresponding legal responsibilities.
Before issuing this legal opinion, we and our lawyers declare as follows:
1. This legal opinion is issued by our lawyers based on their understanding of the facts and the current effective laws, regulations and normative documents in China. Our lawyers express their legal opinions only based on the legal facts that have occurred before the date of issuance of this legal opinion.
2. The lawyer of the firm has been guaranteed by the company that the copies of all documents and materials provided to the firm are consistent with the original and the copies are consistent with the original; Such documents and materials and all statements and explanations made are complete, true and effective, and there is no concealment, falsehood, major omission or misleading; The documents provided by the company fully reflect the situation and problems that should be reflected; All signatures and seals in the documents are authentic.
3. For the fact that it is very important to issue this legal opinion and cannot be supported by independent evidence, our lawyers rely on the supporting documents and testimony issued by relevant government departments, companies or other relevant units. Our lawyers have reviewed and judged all documents and testimony related to the issuance of this legal opinion, and issued legal opinions accordingly.
4. The exchange only gives opinions on the legality and compliance of legal matters related to Shenzhen Jieshun Science And Technology Industry Co.Ltd(002609) This adjustment and grant, and does not give opinions on professional matters such as accounting, audit and asset evaluation. The quotation of some data and conclusions in the relevant audit report and evaluation report in this legal opinion is not regarded as any express or implied guarantee of the authenticity and accuracy of these data and conclusions.
5. The exchange agrees that the company will take this legal opinion as a necessary legal document for the implementation of the adjustment and grant of the company's incentive plan, and announce it together with other relevant documents.
6. This legal opinion is only for the purpose of this adjustment and grant of the company, and shall not be used for any other purpose without the written consent of the exchange.
Based on the above, in accordance with the relevant laws and regulations and the relevant provisions of the CSRC and the Shenzhen Stock Exchange, 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, the exchange hereby issues the following legal opinions:
Text
1、 Approval and authorization of this adjustment and grant
1. On October 28, 2021, the company held the 19th meeting of the 5th board of directors, deliberated and passed the proposal on the company's 2021 stock option and restricted stock incentive plan (Draft) and its summary, and the proposal on the measures for the administration of the implementation and assessment of the company's 2021 stock option and restricted stock incentive plan. Among them, Mr. Zhao Yong and Mr. Zhou Yu, the affiliated directors who intend to participate in the incentive plan, have avoided voting. On the same day, the independent directors of the company have expressed their independent opinions on the incentive plan and unanimously agreed that the company will implement the incentive plan.
2. On October 28, 2021, the company held the 17th meeting of the 5th board of supervisors, deliberated and passed the proposal on the company's 2021 stock option and restricted stock incentive plan (Draft) and its summary, and the proposal on the measures for the administration of the implementation and assessment of the company's 2021 stock option and restricted stock incentive plan Proposal on verifying the list of incentive objects first granted by the company's 2021 stock option and restricted stock incentive plan and other relevant proposals.
3. From October 29, 2021 to November 7, 2021, the company publicized the names and positions of the incentive objects granted for the first time 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 to the incentive objects granted for the first time in the incentive plan, and there is no feedback record. On January 8, 2022, the company disclosed the verification opinions and publicity statement on the list of incentive objects first granted by the company's 2021 stock option and restricted stock incentive plan.
4. On January 25, 2022, the company held the first extraordinary general meeting of shareholders in 2022, deliberated and passed the proposal on the company's 2021 stock option and restricted stock incentive plan (Draft) and its summary The implementation of the incentive plan was approved by the general meeting of shareholders in accordance with the proposal on the management measures for the implementation and assessment of the company's stock option and restricted stock incentive plan in 2021 and the proposal on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to the stock option and restricted stock incentive plan. The company has conducted a self-examination on the trading of the company's shares by insiders and incentive objects.
5. On February 25, 2022, according to the authorization of the general meeting of shareholders, the company held the 21st Meeting of the 5th board of directors, deliberated and passed the proposal on adjusting the company's 2021 stock option and restricted stock incentive plan Proposal on granting stock options and restricted stocks to the incentive objects of the company's 2021 stock option and restricted stock incentive plan for the first time. Among them, Zhao Yong and Zhou Yu, the related directors who intend to participate in the incentive plan, avoided voting. According to the authorization of the company's first extraordinary general meeting in 2022, the board of directors adjusted the list of incentive objects and the number of rights and interests granted for the first time in this incentive plan, and decided to grant 8.4726 million stock options to 591 incentive objects for the first time with February 25, 2022 as the grant date, with the exercise price of 9.47 yuan / share; 5.6484 million restricted shares were granted for the first time, and the grant price was 4.74 yuan / share. The independent directors of the company expressed their independent opinions on this.
6. On February 25, 2022, the company held the 19th meeting of the 5th board of supervisors, deliberated and passed the proposal on adjusting the company's 2021 stock option and restricted stock incentive plan and the proposal on granting stock option and restricted stock to the incentive objects of the company's 2021 stock option and restricted stock incentive plan for the first time, The board of supervisors verified the adjustment and the list of incentive objects granted for the first time, and expressed its consent.
To sum up, our lawyers believe that as of the issuance date of this legal opinion, the company's adjustment and related matters of this grant have obtained the necessary approval and authorization at this stage, and comply with the relevant provisions of laws, regulations, normative documents such as the management measures and the incentive plan (Draft).
2、 Adjustment of this incentive plan
1. According to the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to stock option and restricted stock incentive plan deliberated and adopted at the first extraordinary general meeting of shareholders in 2022, the general meeting of shareholders of the company authorizes the board of directors to manage and adjust the incentive plan.
2. On February 25, 2022, the company held the 21st Meeting of the 5th board of directors, deliberated and adopted the proposal on adjusting the company's 2021 stock option and restricted stock incentive plan. According to the proposal, the details of this adjustment are as follows:
Whereas 28 of the incentive objects to be granted in this incentive plan for the first time voluntarily give up subscribing for all the rights and interests granted due to resignation or their own reasons, in accordance with the relevant provisions of the incentive plan (Draft) and the authorization of the company's first extraordinary general meeting in 2022, The board of directors of the company agreed to adjust the list of incentive objects and the number of rights and interests granted for the first time in this incentive plan. After this adjustment, the number of incentive objects granted for the first time in this incentive plan is adjusted from 619 to 591, the number of rights and interests granted for the first time is adjusted from 14.68 million to 14.1210 million, and the number of reserved rights and interests is adjusted from 1.32 million to 1.879 million. Among them, the number of stock options granted for the first time was adjusted from 8808000 to 8472600, and the number of reserved stock options granted was adjusted from 792000 to 1127400; The number of restricted shares granted for the first time was adjusted from 5.872 million shares to 5.6484 million shares, and the number of restricted shares reserved for grant was adjusted from 528000 shares to 751600 shares.
After verification by our lawyers, this adjustment is related to
