Guohao law firm (Beijing)
about
Beijing Hezong Science&Technology Co.Ltd(300477)
Implementation of restricted stock incentive plan in 2022
Legal opinion
Beijing, Shanghai, Shenzhen, Hangzhou, Tianjin, Kunming, Guangzhou, Chengdu, Ningbo, Fuzhou, Xi’an, Nanjing, Nanning, Hong Kong, Paris
Address: 9 / F, Taikang financial building, No. 38, North East Third Ring Road, Chaoyang District, Beijing zip code: 100026
Tel: 01065890699 Fax: 01065176800
Email: [email protected].
website: http://www.grandall.com.cn.
interpretation
In this legal opinion, unless the context otherwise requires, the following words have the following meanings:
Beijing Hezong Science&Technology Co.Ltd(300477) , the company
1 refers to Beijing Hezong Science&Technology Co.Ltd(300477)
company
Restricted stock incentive plan
The remuneration and assessment committee under the board of directors formulates the incentive plan and the plan of the board of directors and the general meeting of shareholders
2 refers to the Beijing Hezong Science&Technology Co.Ltd(300477) 2022 restrictive plan and incentive plan (Draft) reviewed and approved
Stock incentive plan (Draft) and its abstract
(case)
Restricted stocks and the second category of incentive objects that meet the grant conditions of the incentive plan shall refer to
Shares of the company acquired and registered in batches after the issuance of restricted shares
The incentive objects of the board of directors and the key management personnel of the subsidiary company (according to the incentive plan of the board of directors and other restrictive incentive objects) refer to the incentive objects of the core management personnel and technical personnel of the company
The date on which the company grants restricted shares to the incentive object must be the date of 5-day grant
Yi ri
It refers to the incentive object 6 grant price determined by the company when granting restricted shares to the incentive object
Price for acquiring shares in the company
After the incentive object meets the benefit conditions, the listed company registers its shares in the incentive pair 7 attribution index
Act like an account
After the incentive object meets the benefit conditions, the date on which the registration of the granted shares is completed must be 8 the vesting date
Must be a trading day
The incentive object set up in this incentive plan is to meet 9 attribution conditions for obtaining incentive shares
Benefit conditions
The term of validity of the restricted 10 incentive plan from the date of the first grant of restricted shares to the date when the incentive object is granted
Until the date when all shares are vested or become invalid
CSRC refers to the China Securities Regulatory Commission
12 Shenzhen Stock Exchange and stock exchange refer to Shenzhen Stock Exchange
13. China Securities Depository and Clearing Corporation refers to Shenzhen Branch of China Securities Depository and Clearing Corporation Limited
14 “company law” refers to the company law of the people’s Republic of China
15 “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
17 “Listing Rules” refers to the Shenzhen Stock Exchange GEM Listing Rules
Self regulatory guidelines for companies listed on the growth enterprise market of Shenzhen Stock Exchange No. 1 18 self regulatory guidelines refer to
——Business handling
19 “articles of association” refers to the Beijing Hezong Science&Technology Co.Ltd(300477) articles of association
Restricted stock incentive plan for Beijing Hezong Science&Technology Co.Ltd(300477) 2022 issued by the Assessment Management Office of the company
Administrative measures for the implementation of the law
Unless otherwise specified, it refers to RMB yuan / 10000 yuan / 100 million yuan, and the legal RMB 21 yuan / 10000 yuan / 100 million yuan of the people’s Republic of China refers to
Monetary unit
The legal opinion of Guohao law firm on Beijing Beijing Hezong Science&Technology Co.Ltd(300477) Co., Ltd
Legal opinion on the company’s 2022 restricted stock incentive plan
23 Guohao law firm and the firm refers to Guohao law firm (Beijing)
Guohao law firm (Beijing)
About Beijing Hezong Science&Technology Co.Ltd(300477) 2022 restricted stock
Legal opinion on incentive plan
Guo Hao Jing Zheng Zi [2022] No. 0164 to: Beijing Hezong Science&Technology Co.Ltd(300477)
Guohao law firm (Beijing) accepted Beijing Hezong Science&Technology Co.Ltd(300477) entrustment as its special legal adviser for the implementation of the restricted stock incentive plan in 2022.
In accordance with the company law, the securities law, the administrative measures, the guide to self regulation and other relevant laws and regulations, the relevant provisions of the CSRC and the actual situation of the company, and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, our lawyers hereby issue this legal opinion for Beijing Hezong Science&Technology Co.Ltd(300477) this equity incentive plan.
Part I Introduction
1、 Matters declared by our lawyer
1. In accordance with the provisions of the securities law, the measures for the administration of securities legal business of law firms and the rules for the practice of securities legal business of law firms (for Trial Implementation), as well as the facts that have occurred or exist before the date of issuance of this legal opinion, the firm and its handling lawyers have strictly performed their statutory duties and followed the principles of diligence and good faith, Sufficient verification and verification have been carried out 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 liabilities.
2. In order to issue this legal opinion, our lawyers have conducted due diligence on the relevant situation in advance, and obtained the following statements and guarantees from the relevant parties: the relevant parties have provided our lawyers with all relevant factual materials necessary and within their ability to issue this legal opinion, and the relevant written materials and written testimony are true and valid, The signatures and / or seals of all written documents are authentic, and all copies or copies are consistent with the original materials or originals; There are no false or misleading statements and no material omissions. Full reliance on the above statements and guarantees is the basis and premise for our lawyers to issue this legal opinion.
3. When issuing this legal opinion, our lawyers have fulfilled the special duty of care of legal professionals for business matters related to the law and the general duty of care of ordinary people for other business matters. There are no false records, misleading statements or major omissions in the documents produced and issued.
4. Our lawyers only express legal opinions on the legal issues involved in the equity incentive plan, and do not express legal opinions on other non legal matters. Our lawyer has not authorized any unit or individual to make any explanation or explanation on this legal opinion.
5. Our lawyers agree that Beijing Hezong Science&Technology Co.Ltd(300477) in the relevant documents prepared for the implementation of this equity incentive plan, shall quote the relevant contents of this legal opinion, but when making the above quotation, it shall not lead to legal ambiguity or misinterpretation due to quotation.
6. This legal opinion is only for Beijing Hezong Science&Technology Co.Ltd(300477) the purpose of this equity incentive plan, and shall not be used for any other purpose without the written approval of the exchange.
The second part is the main body
1、 The company is qualified to implement the equity incentive plan
(I) the company is a joint stock limited company established according to law, and its shares are listed on the Shenzhen Stock Exchange
1. According to the business license, articles of association and other materials provided by the company and the information publicity systems such as Shenzhen Stock Exchange website and cninfo.com verified by our lawyers, the establishment and listing of the company are as follows:
(1) On January 30, 2007, Beijing Beijing Hezong Science&Technology Co.Ltd(300477) Co., Ltd. was changed to Beijing Hezong Science&Technology Co.Ltd(300477) , and the company was established.
(2) On May 21, 2015, the company received the reply on the approval of Beijing Hezong Science&Technology Co.Ltd(300477) initial public offering of shares issued by China Securities Regulatory Commission with the number of “zjxk [2015] No. 959”, and approved Beijing Hezong Science&Technology Co.Ltd(300477) public offering of no more than 27.4 million new shares.
(3) On June 10, 2015, the company’s shares were listed on the growth enterprise market of Shenzhen stock exchange with stock code of Beijing Hezong Science&Technology Co.Ltd(300477) and securities abbreviation of ” Beijing Hezong Science&Technology Co.Ltd(300477) “.
2. The company now holds the business license with the unified social credit code of 9111 Zte Corporation(000063) 36146947 issued by Haidian Branch of Beijing Administration for Industry and commerce; The registered capital of the company is 107712756700 yuan; The legal representative is Liu zegang; The company type is other joint stock limited company (listed); The business scope includes technical consultation, technology development, technical service, technology promotion and technology transfer; Professional contracting; Construction project management; Sales of electronic products, mechanical equipment, building materials, hardware and electrical appliances, chemical products (excluding hazardous chemicals and class I precursor chemicals); Import and export of goods, import and export agency, technology import and export; Mechanical equipment maintenance (excluding vehicle maintenance); Product design, economic and trade consultation; Mechanical equipment leasing (excluding car leasing); Production of electrical equipment. (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.)
3. According to the articles of association of the company and the verification of our lawyers, the company is a joint stock limited company established and validly existing according to law, and there is no need to terminate according to the provisions of the company law and the articles of association, that is, there are no following circumstances: (1) the business term specified in the articles of association expires or other reasons for dissolution specified in the articles of association occur; (2) The general meeting of shareholders decides to dissolve; (3) Dissolution is required due to the merger or division of the company; (4) The business license is revoked, ordered to close down or revoked according to law; (5) The people’s court dissolved the company in accordance with Article 180 of the company law.
(II) there is no audit report with negative opinions or unable to express opinions issued by certified public accountants in the financial and accounting report of the company in the latest fiscal year
According to the 2020 annual report provided by the company and the audit report numbered “ZTE Cai Guang Hua Shen Hui Zi (2021) No. 220041” issued by ZTE Cai Guang Hua Certified Public Accountants (special general partnership) and the verification of our lawyers, the 2020 financial and accounting report of the company is a standard unqualified opinion, There are no following circumstances where the equity incentive plan shall not be implemented as stipulated in Article 7 of the administrative measures: (I) the financial and accounting report of the latest fiscal year is issued with a negative opinion or an audit report that cannot express an opinion by the certified public accountant.
(III) the internal control of the company’s financial report in the latest fiscal year has no audit report with negative opinions or unable to express opinions issued by certified public accountants
According to the 2020 annual report provided by the company and the internal control assurance report numbered “ZTE Cai Guang Hua Shen Zhuan Zi (2021) No. 220009” issued by ZTE Cai Guanghua Certified Public Accountants (special general partnership), In accordance with the basic norms of enterprise internal control and relevant regulations, the company maintained effective internal control related to financial reporting in all major aspects on December 31, 2020. The company does not have the non-compliance stipulated in Article 7 of the management measures
