Beijing Wanshang tianqin law firm on the stock option incentive plan for Chongqing Qin'An M&E Plc(603758) 2022 (Draft)
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Legal opinion
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Beijing Wanshang tianqin law firm
About Chongqing Qin'An M&E Plc(603758)
Of 2022 stock option incentive plan (Draft)
Legal opinion
To: Chongqing Qin'An M&E Plc(603758)
Beijing Wanshang tianqin law firm (hereinafter referred to as "the firm" or "Wanshang tianqin") accepts the entrustment of Chongqing Qin'An M&E Plc(603758) (hereinafter referred to as " Chongqing Qin'An M&E Plc(603758) " or "the company"), This legal opinion is issued on the matters related to the 2022 stock option incentive plan (hereinafter referred to as "incentive plan" or "this incentive plan") of the company involved in the Chongqing Qin'An M&E Plc(603758) 2022 stock option incentive plan (Draft) (hereinafter referred to as "incentive plan (Draft)".
According to the company law of the people's Republic of China (hereinafter referred to as the "company law"), 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 (hereinafter referred to as the "administrative measures") and other laws In accordance with the provisions of laws and regulations and normative documents, and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, this legal opinion is issued on the relevant issues of this incentive plan.
In order to issue this legal opinion, our lawyer hereby declares as follows:
1. Our lawyers issue this legal opinion in accordance with the facts that have occurred or exist before the date of issuance of this legal opinion, the current laws and regulations of China and the relevant provisions of the CSRC.
2. The company has made a written commitment that all factual documents related to this equity incentive provided to the exchange are true, complete, legal and effective, without any false records, misleading statements or major omissions, and all copies or duplicates are completely consistent with the original or the original.
3. Our lawyers have strictly performed their statutory duties, followed the principles of diligence and good faith, and reviewed the legality and compliance of this equity incentive, the legal procedures for performance, information disclosure and the impact of this incentive plan on the interests of the company and all shareholders. Our lawyers guarantee that there are no false records, misleading statements or major omissions in this legal opinion, And bear corresponding legal responsibilities for the authenticity, accuracy and completeness of this legal opinion.
4. This legal opinion is only for the purpose of Chongqing Qin'An M&E Plc(603758) this equity incentive. Without the consent of the exchange, this legal opinion shall not be used for any other purpose. Our lawyers agree that Chongqing Qin'An M&E Plc(603758) take this legal opinion as an integral part of this incentive application material and announce it together with other documents.
Based on the above statement, our lawyers have verified and verified the documents and relevant facts provided by the company in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, and now issue this legal opinion as follows:
1、 On the subject qualification of the company
The lawyer of the firm confirmed through the verification of relevant company subject qualification documents:
(I) the company is a legally established and validly existing joint stock limited company listed on the Shanghai Stock Exchange
The company now holds the business license (Unified Social Credit Code: 915 Shenzhen Zhenye(Group)Co.Ltd(000006) 29143151) issued by Chongqing market supervision and Administration Bureau. According to the business license, the basic information of the company is as follows:
Company name: Chongqing Qin'An M&E Plc(603758)
Unified social credit Code: 915 Shenzhen Zhenye(Group)Co.Ltd(000006) 29143151
Address: party masses Service Center, Xipeng Park, building 1, No. 8, sendi Avenue, Xipeng Town, Jiulongpo District, Chongqing
Room 211
Legal representative: Yuanming Tang
Company type: joint stock limited company (Sino foreign joint venture, listed company)
Registered capital: 438797049 yuan
Date of establishment: September 5, 1995
Business term: no fixed term
Licensed projects: Road cargo transportation (projects subject to approval according to law shall be approved by relevant departments)
Business activities can be carried out only after approval, and the specific business items shall be subject to the approval documents of relevant departments
General items: design, development, manufacture and sale of automobile accessories
Business scope: parts, automobile transmission and accessories, yacht accessories, construction machinery accessories, agricultural products
Mechanical parts, motorcycle parts, car ABS system products, mini cars
Qa474q engine (except for projects subject to approval according to law, it shall be approved according to law with business license)
Independent business activities)
Chongqing Qin'An M&E Plc(603758) is a listed company approved by the CSRC to issue shares to the public and listed on the Shanghai Stock Exchange. The stock is abbreviated as " Chongqing Qin'An M&E Plc(603758) " and the stock code is Chongqing Qin'An M&E Plc(603758) .
According to the business license, the articles of association and the instructions issued by the company and verified by the lawyers of the exchange, as of the date of issuance of this legal opinion, the company is in effective existence, and there is no need to terminate or revoke the legal person status in accordance with relevant laws and regulations, and there are no securities violations, violations or other circumstances that need to terminate the listing qualification.
Based on the foregoing, our lawyers believe that the company is a joint stock limited company legally established and validly existing and listed on the Shanghai Stock Exchange.
(II) the company does not have the situation that equity incentive is not allowed according to Article 7 of the management measures
According to the 2020 audit report (TJs [2021] No. 11-150), internal control audit report (TJs [2021] No. 11-151) and the company's 2019 and 2020 annual reports issued by Tianjian Certified Public Accountants (special general partnership) hired by the company, and verified by the lawyers of the firm, as of the date of issuance of this legal opinion, The company does not have the situation that equity incentive shall not be implemented as stipulated in Article 7 of the management measures:
1. The financial 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 the certified public accountant;
3. Failure to distribute profits in accordance with laws and regulations, articles of association and public commitments in the last 36 months after listing;
4. Equity incentive is prohibited by laws and regulations;
5. Other circumstances recognized by the CSRC.
Based on the foregoing, as of the issuance date of this legal opinion, our lawyers believe that the company does not have the situation that equity incentive shall not be implemented as stipulated in Article 7 of the management measures, and meets the subject qualification of equity incentive as stipulated in the management measures.
2、 Contents of this incentive plan
On March 3, 2022, the 13th meeting of the Fourth Board of directors of the company deliberated and adopted the company's 2022 stock option incentive plan (Draft) and its summary, and the measures for the administration of the implementation and assessment of the company's 2022 stock option incentive plan.
(I) items specified in this incentive plan
After reviewing the incentive plan (Draft), the incentive plan includes the interpretation, the purpose of the incentive plan, the management organization of the incentive plan, the determination basis and scope of incentive objects, the source, quantity and distribution of stock options, the validity period, grant date, waiting period, vesting date, exercise price of stock options and the determination method of exercise price The conditions for granting and exercising options to the incentive object, the adjustment methods and procedures of the incentive plan, the impact of the accounting treatment of the incentive plan on the company's performance, the implementation procedures of the stock option incentive plan, the respective rights and obligations of the company / incentive object, the treatment of changes in the company / incentive object The settlement mechanism and supplementary provisions of relevant disputes or disputes between the company and incentive objects.
After verification, our lawyers believe that the matters specified in the company's incentive plan comply with the provisions of Article 9 of the management measures.
(II) specific contents of this incentive plan
According to the incentive plan (Draft), this incentive plan is a stock option incentive plan.
1. Stock source of incentive plan
According to the incentive plan (Draft), the stock source of this incentive plan is the shares of the Company repurchased according to law, which is in line with the provisions of Article 12 of the administrative measures.
2. Number of stock options
According to the incentive plan (Draft), the company plans to grant 84902740 stock options to incentive objects, accounting for about 1.93% of the company's total share capital of 438797049 shares on the announcement date of the draft incentive plan.
Our lawyers believe that the total number of subject shares involved in all effective incentive plans of the company complies with the provisions of Article 14 of the administrative measures.
3. Proportion of exercisable rights in each phase
According to the incentive plan (Draft), the options granted in the first phase will be exercised in two phases after the waiting period expires. Each exercise period is 12 months. The number of options that can be exercised in the two exercise periods is 50% and 50% of the number of granted rights and interests respectively, which is in line with the provisions of paragraph (I) of Article 31 of the administrative measures
4. Distribution of stock options granted to incentive objects
According to the relevant provisions on the distribution of incentive plans in the incentive plan (Draft) and the list of incentive objects of the 2022 stock option incentive plan (hereinafter referred to as the "list of incentive objects"), our lawyers believe that the number and proportion of stock options that can be granted to incentive objects comply with the provisions of Article 14 of the administrative measures.
5. Validity period, grant date, waiting period, vesting date and lock up period of the incentive plan
According to the relevant provisions of the incentive plan (Draft) on the validity period, grant date, waiting period, vesting date and lock up period of the incentive plan, our lawyers believe that the above provisions are in line with the provisions of Articles 13, 16, 30, 31 (I) and 44 of the administrative measures.
6. Determination method of exercise price and exercise price
According to the relevant provisions on the determination method of stock option exercise price and exercise price in the incentive plan (Draft), our lawyers believe that the above provisions are in line with the provisions of Article 29 of the administrative measures.
7. Grant conditions, exercise conditions and exercise arrangements of stock options
According to the relevant provisions of the incentive plan (Draft) on the grant conditions, exercise conditions, exercise arrangements, company level performance appraisal requirements and individual level performance appraisal requirements of stock options, our lawyers believe that the above provisions comply with the provisions of Articles 7, 8, 10 and 11 of the management measures.
8. Adjustment methods and procedures of incentive plan
According to the relevant provisions on the adjustment methods and procedures of the stock option incentive plan in the incentive plan (Draft), our lawyers believe that the above provisions are in line with the provisions of articles 48 and 59 of the administrative measures.
In conclusion, our lawyers believe that the items and specific contents specified in this incentive plan comply with the relevant provisions of the management measures.
4、 Procedures for the formulation, deliberation and publicity of this incentive plan
(I) the remuneration and assessment committee of the board of directors of the company formulated the incentive plan (Draft) and the management measures for the implementation and assessment of the company's 2022 stock option incentive plan (hereinafter referred to as the "assessment measures") and submitted them to the board of directors of the company for deliberation, which is in line with the provisions of Article 33 of the management measures.
(II) on March 3, 2022, the 13th meeting of the Fourth Board of directors of the company deliberated and approved relevant proposals such as the company's 2022 stock option incentive plan (Draft) and its summary, the measures for the administration of the implementation and assessment of the company's 2022 stock option incentive plan, and the proposal on submitting the general meeting of shareholders to authorize the board of directors to handle matters related to the company's stock option incentive plan, Comply with the provisions of Article 34 of the administrative measures.
(III) on March 3, 2022, the 11th meeting of the Fourth Board of supervisors of the company deliberated and approved the company's 2022 stock option incentive plan (Draft) and its summary, the measures for the administration of the implementation and assessment of the company's 2022 stock option incentive plan, and the proposal on the list of incentive objects of the company's 2022 stock option incentive plan. The board of supervisors believes that the implementation of the equity incentive plan by the company is conducive to further improving the corporate governance structure, improving the company's incentive mechanism, enhancing the core personnel's sense of responsibility and mission for the sustainable and healthy development of the company, is conducive to the sustainable development of the company and will not damage the interests of the company and all shareholders; The personnel listed in the list of incentive objects of the company's stock option incentive plan have the qualifications specified in the company law, securities law and other laws, regulations, normative documents and the articles of association, meet the conditions of incentive objects specified in the management measures, and meet the scope of incentive objects specified in the company's incentive plan (Draft) and its summary, As the incentive object of the company's stock option incentive plan, its subject qualification is legal and effective, in line with the provisions of Article 35 of the administrative measures.
(IV) on March 3, 2022, the independent directors of the company carefully reviewed the incentive plan (Draft) and issued independent opinions on relevant matters of the 13th meeting of the Fourth Board of directors. The independent directors believe that the stock option incentive plan will further improve the corporate governance structure, be conducive to the sustainable development of the company and comply with Article 35 of the management measures.
In conclusion, our lawyers believe that as of the date of issuance of this legal opinion, the incentive plan has obtained the necessary approval and authorization at this stage, which is in line with the relevant provisions of the management measures; The relevant proposals of this incentive plan have yet to be deliberated and approved by the general meeting of shareholders of the company.
5、 Determination of incentive objects in this incentive plan
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