No. 8, Beichen East Road, Chaoyang District, Beijing, China
6 / F, building a, Beichen Huibin building
Postal Code: 100101
F6 / A, North Star Huibin Plaza, No.8 Beichen East Road, Chaoyang District, Beijing 100101 China
About Venustech Group Inc(002439)
Restricted stock incentive plan for 2022
of
Legal opinion
Beijing Tianchi Juntai law firm
About Venustech Group Inc(002439)
Legal opinion on restricted stock incentive plan in 2022
To: Venustech Group Inc(002439)
Beijing Tianchi Juntai law firm (hereinafter referred to as “the firm”) is entrusted by Venustech Group Inc(002439) (hereinafter referred to as ” Venustech Group Inc(002439) ” or “the company”) to act as the special legal adviser of the company’s restricted stock incentive plan in 2022 (hereinafter referred to as “the incentive plan” or “the plan”). In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), the measures for the administration of equity incentive of listed companies, the self regulatory guide for listed companies of Shenzhen Stock Exchange No. 1 – business handling and other laws, regulations and other normative documents, as well as the relevant provisions of the Venustech Group Inc(002439) articles of association, Issue legal opinions on relevant matters involved in the company’s 2022 restricted stock incentive plan (hereinafter referred to as the “incentive plan”).
Our lawyer hereby makes the following statement on the issuance of this legal opinion:
1、 In accordance with the provisions of the securities law, the measures for the administration of securities legal business by law firms and the rules for the practice of securities legal business by law firms (for Trial Implementation), and 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, due diligence and good faith, The company has fully verified the legality and effectiveness of this incentive plan and issued legal opinions 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.
2、 The company warrants to the exchange that it has provided the authentic original written materials, copies or written instructions necessary for the issuance of this legal opinion, and the company has not omitted when providing documents to the exchange; The signatures and seals on all documents are authentic, and all copies or copies are consistent with the original. For the facts related to the issuance of this legal opinion that are difficult to conduct comprehensive verification due to objective restrictions or cannot be supported by independent evidence, our lawyers issue opinions according to the supporting documents issued by relevant government departments, Venustech Group Inc(002439) , incentive objects or other relevant units and the publicly available information of the competent department.
3、 This legal opinion only expresses opinions on legal issues related to this incentive plan. The firm and the handling lawyer are not qualified to express opinions on professional matters such as accounting and auditing. The contents of this legal opinion involving some data and conclusions in the accounting statements, audit reports and restricted stock incentive plans are quoted in strict accordance with the professional documents issued by relevant intermediaries and the instructions of Venustech Group Inc(002439) and do not imply any express or implied guarantee of the authenticity and accuracy of the quoted contents by the firm and its lawyers, The firm and its lawyers are not qualified to verify and judge such contents. In the process of making legal opinions, our lawyers have fulfilled the special duty of care of legal professionals for business matters related to law; For other business matters, our lawyers have fulfilled the general duty of care of ordinary people.
The exchange agrees that Venustech Group Inc(002439) in its disclosure documents on the incentive plan, Venustech Group Inc(002439) may quote part or all of the contents of this legal opinion, but Venustech Group Inc(002439) when making the above quotation, it shall not cause legal ambiguity or misinterpretation due to quotation. 4、 This legal opinion is only for the purpose of Venustech Group Inc(002439) implementing this incentive plan, and shall not be used for any other purpose without the written consent of the exchange. Neither the firm nor its lawyers have authorized any institution or individual to make any explanation or explanation on this legal opinion.
5、 The exchange agrees to publicly disclose this legal opinion as one of the necessary legal documents for Venustech Group Inc(002439) implementing this incentive plan together with other information disclosure documents, and bear corresponding legal liabilities for the legal opinion issued in accordance with the law.
In accordance with the requirements of relevant laws, administrative regulations and normative documents, and in accordance with the business standards, ethics and the spirit of diligence recognized by the Chinese lawyer industry, our lawyers have verified and verified the relevant facts involved in Venustech Group Inc(002439) implementing the incentive plan, and issued the following legal opinions:
interpretation
Unless the context otherwise explains or explains, the following words have the following meanings in this legal opinion:
Venustech Group Inc(002439) . Company refers to Venustech Group Inc(002439)
Incentive plan (Draft) refers to the Venustech Group Inc(002439) 2022 restricted stock incentive plan (Draft)
Assessment management measures refer to the assessment management measures for the implementation of Venustech Group Inc(002439) 2022 restricted stock incentive plan
This incentive plan and this plan refer to the 2022 restricted stock incentive plan of Venustech Group Inc(002439) Information Technology Group Co., Ltd. specified in the incentive plan (Draft)
According to the conditions and prices specified in the incentive plan, the company grants incentive restricted shares, which refers to a certain number of company shares of the object. These shares are set with a certain period of restricted sales period. The restricted sales and circulation can be lifted only after the conditions for lifting the restricted sales specified in the incentive plan are met
Incentive objects refer to the directors, senior managers, middle and senior managers and core backbone personnel of the company who obtain restricted shares in accordance with the provisions of this incentive plan
The grant date refers to the date on which the company grants restricted shares to the incentive object, and the grant date must be the trading day
The grant price refers to the price of each restricted stock granted by the company to the incentive object
The term of validity refers to the period from the date when the registration of the first grant of restricted shares is completed to the date when the restricted shares granted to the incentive object are lifted or the repurchase cancellation is completed
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
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
The first part of the self regulatory guidelines refers to the business handling of the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – No
The articles of association refers to the Venustech Group Inc(002439) articles of association
CSRC refers to the China Securities Regulatory Commission
Stock exchange refers to Shenzhen Stock Exchange
Yuan and 10000 yuan refer to RMB yuan and 10000 yuan
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1、 Venustech Group Inc(002439) implement the qualification of the main body of the incentive plan (I) basic information
Upon the verification of our lawyers, Venustech Group Inc(002439) formerly known as Beijing Venustech Group Inc(002439) Technology Trading Co., Ltd., was established on June 24, 1996; On January 25, 2008, it was approved by Beijing Administration for Industry and commerce to be registered as a joint stock limited company. After the completion of the overall change, the registered capital of the company was 56.9 million yuan.
In May 2010, the China Securities Regulatory Commission approved and issued the reply on Approving the initial public offering of shares by Beijing Venustech Group Inc(002439) Information Technology Co., Ltd. (zjxk [2010] No. 664), approving the public offering of no more than 25 million ordinary shares by Venustech Group Inc(002439) Information Technology Co., Ltd. With the approval of Shenzhen Stock Exchange’s notice on the listing of RMB common shares of Beijing Venustech Group Inc(002439) Information Technology Co., Ltd. (SZS [2010] No. 201), the RMB common shares issued by the company are listed on Shenzhen Stock Exchange, with the stock abbreviation of ” Venustech Group Inc(002439) ” and the stock code of ” Venustech Group Inc(002439) “.
Venustech Group Inc(002439) now holds the business license (Unified Social Credit Code: 9111 Shenzhen Zhongjin Lingnan Nonfemet Co.Ltd(000060) 04827014) issued by Beijing Haidian District market supervision and Administration Bureau on June 8, 2020, with a registered capital of 933583742 yuan.
After the lawyers of the firm searched the national enterprise credit information publicity system and cninfo.com and confirmed by the company, as of the date of issuance of this legal opinion, Venustech Group Inc(002439) is in effective existence, there is no need to terminate or dissolve in accordance with laws, administrative regulations and the articles of association, and there is no need to suspend listing in accordance with laws, administrative regulations and the provisions of the stock exchange Termination of listing. （2） Venustech Group Inc(002439) there is no circumstance that the equity incentive plan shall not be implemented as stipulated in the administrative measures
According to the announcement document of Venustech Group Inc(002439) and the standard xyzh / 2021gzaa50036 issued by ShineWing Certified Public Accountants (special general partnership), the unqualified audit report of Venustech Group Inc(002439) 2020 and the confirmation of Venustech Group Inc(002439) and the verification of our lawyers, Venustech Group Inc(002439) does not exist in 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 latest fiscal year was given a negative opinion or unable to express its intention by the 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.
In conclusion, our lawyers believe that as of the date of issuance of this legal opinion, Venustech Group Inc(002439) is a joint stock limited company established and effectively existing according to law, there is no situation that equity incentive shall not be implemented as stipulated in Article 7 of the administrative measures, and Venustech Group Inc(002439) has the subject qualification to implement this incentive plan. 2、 Legality and compliance of the contents of this incentive plan
On March 1, 2022, the 27th (Interim) meeting of the Fourth Board of directors of the company deliberated and adopted the proposal on the company’s 2022 restricted stock incentive plan (Draft) and its summary. According to the incentive plan (Draft), the main contents of this incentive plan are as follows: (1) about the purpose of this incentive plan
According to the incentive plan (Draft), the purpose of this incentive plan is to further establish and improve the company’s long-term incentive mechanism, attract and retain talents, fully mobilize the enthusiasm of the company’s management team and key employees, effectively combine the interests of shareholders, the company and the personal interests of the core team, and make all parties pay common attention to the long-term development of the company, On the premise of fully protecting the interests of shareholders, the company formulates this incentive plan in accordance with the principle of reciprocity between income and contribution, relevant laws, regulations and normative documents such as the company law, the securities law, the administrative measures, the self regulatory guide No. 1 and the provisions of the articles of Association.
The lawyers of the firm believe that the incentive plan of the company defines the implementation purpose and complies with the provisions of item (I) of Article 9 of the management measures. （2） About the incentive objects of this incentive plan
