About Xiamen East Asia Machinery Industrial Co.Ltd(301028)
Legal opinion on restricted stock incentive plan in 2021
To: Xiamen East Asia Machinery Industrial Co.Ltd(301028) Dear Sirs:
Entrusted by Xiamen East Asia Machinery Industrial Co.Ltd(301028) (hereinafter referred to as ” Xiamen East Asia Machinery Industrial Co.Ltd(301028) ” or “the company”), Shanghai Tongli law firm (hereinafter referred to as “the firm”) appoints lawyer Weng Xiaojian and lawyer Yu Hong (hereinafter referred to as “the firm’s lawyer”) as the company’s special legal counsel for the company’s proposed 2021 restricted stock incentive plan (hereinafter referred to as “the incentive plan”), In accordance with 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”), and the measures for the administration of equity incentive of listed companies (hereinafter referred to as the “administrative measures”) issued by the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”) The Shenzhen Stock Exchange GEM Listing Rules (hereinafter referred to as the “Listing Rules”) and the guidelines for business handling of GEM listed companies No. 5 – equity incentive (hereinafter referred to as the “business handling guidelines”) and other laws This legal opinion is issued in accordance with the relevant provisions of administrative regulations and other normative documents (hereinafter referred to as “laws, regulations and normative documents”) and the Xiamen East Asia Machinery Industrial Co.Ltd(301028) articles of Association (hereinafter referred to as “the articles of association”).
In order to issue this legal opinion, our lawyers have checked and verified the relevant documents and materials submitted by the company to us, which we think is necessary to issue this legal opinion.
Before issuing this legal opinion, we have obtained the following guarantees from the company: (1) it has provided us with all original written materials or copies or oral statements required for issuing this legal opinion, and all documents, materials or oral statements are true, complete and accurate; (2) It has provided or disclosed to the exchange all relevant facts necessary for issuing this legal opinion, and all the facts are true, accurate and complete; (3) The signatures and seals in various documents and materials submitted to the exchange are true and correct, the statements made by relevant personnel of the company during the investigation and verification by lawyers of the exchange are true and valid, and the copies of relevant documents and materials provided are consistent with the original; (4) The signatories of all documents and materials submitted to the exchange have full civil capacity, and their signing has been properly and effectively authorized. 2136044/HYH/cj/cm/D1
In issuing this legal opinion, we assume that the company:
1. All signatures, seals and seals in all documents submitted to the exchange are true, and all documents submitted to the exchange as originals are true, accurate and complete;
2. All facts stated in all documents submitted to the exchange are true, accurate and complete;
3. The signatories of all documents submitted to the exchange have full civil capacity, and their signing has been properly and effectively authorized;
4. All copies submitted to the exchange are consistent with the original, and the originals of these documents are true, accurate and complete.
Our lawyers express legal opinions based on the provisions of laws, regulations and normative documents published and effective before the issuance date of this legal opinion and their understanding of relevant laws, regulations and normative documents, and based on the facts that have occurred or exist before the issuance date of this legal opinion and their understanding of relevant facts. Our lawyers only express legal opinions on legal issues related to the incentive plan, and do not comment on professional matters such as accounting and auditing. The reference in this legal opinion to the relevant audit report and other relevant reports is only a reference to the relevant reports and does not indicate that our lawyers make any judgment or guarantee on the authenticity, accuracy and legitimacy of such contents.
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), our lawyers strictly perform their statutory duties, follow the principles of diligence and good faith, and fully verify the facts that have occurred or exist before the issuance date of this legal opinion, Ensure that the facts identified in this legal opinion are true, accurate and complete, and the concluding opinions issued are legal and accurate, and there are no false records, misleading statements or major omissions, and bear corresponding legal liabilities for this.
This legal opinion is only used by the company for the purpose of this incentive plan, and shall not be used for other purposes without the written consent of the exchange. Our lawyers agree to publicly disclose this legal opinion as an integral part of the company’s application materials for this incentive plan.
Based on the above, the legal opinions issued by our lawyers are as follows:
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I Conditions for the implementation of this incentive plan
（1） After verification by our lawyers, according to the current valid business license of Xiamen East Asia Machinery Industrial Co.Ltd(301028) , Xiamen East Asia Machinery Industrial Co.Ltd(301028) unified social credit code is 9135020061200896×6, domicile is No. 611 Xike street, Xike Town, Tong’an District, Xiamen, legal representative is Han Yinghuan, business scope is general project: gas compression machinery manufacturing; Gas compression machinery sales; General equipment manufacturing (excluding special equipment manufacturing); Fan and fan manufacturing; Generator and generator set manufacturing; Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; Intelligent control system integration; Research and development of motor and its control system; Lubricant sales. (except for the projects subject to approval according to law, the company shall independently carry out business activities according to law with its business license). Licensed project: special equipment manufacturing.
Based on the above verification, our lawyers believe that Xiamen East Asia Machinery Industrial Co.Ltd(301028) is not subject to termination of operation in accordance with laws, regulations, normative documents and the articles of association, and Xiamen East Asia Machinery Industrial Co.Ltd(301028) is a joint stock limited company effectively existing in accordance with the law.
（2） After verification by our lawyers, according to the audit report (xcsz [2021] No. 361z0257) issued by Rongcheng Certified Public Accountants (special general partnership) and the confirmation of Xiamen East Asia Machinery Industrial Co.Ltd(301028) , Xiamen East Asia Machinery Industrial Co.Ltd(301028) does not have the following circumstances 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 latest 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, the articles of association and public commitments within the last 36 months after listing;
4. Other circumstances under which equity incentive shall not be implemented as stipulated by laws and regulations or recognized by the CSRC.
Based on the above verification, our lawyers believe that Xiamen East Asia Machinery Industrial Co.Ltd(301028) has the subject qualification to implement the incentive plan as stipulated in the administrative measures, listing rules, business handling guidelines and other relevant laws, regulations and normative documents. 2136044/HYH/cj/cm/D13
II On the legality and compliance of the content of this incentive plan
After verification by our lawyers, Xiamen East Asia Machinery Industrial Co.Ltd(301028) held the 22nd Meeting of the second board of directors on December 23, 2021, deliberated and adopted the Xiamen East Asia Machinery Industrial Co.Ltd(301028) 2021 restricted stock incentive plan (Draft) (hereinafter referred to as “incentive plan (Draft)”. The incentive plan (Draft) is divided into ten chapters, They are “implementation purpose of the incentive plan”, “management organization of the incentive plan”, “determination basis and scope of incentive objects”, “specific contents of the incentive plan”, “adjustment methods and procedures of the incentive plan”, “accounting treatment of restricted stocks”, “implementation procedures of the incentive plan” and “respective rights and obligations of the company / incentive objects” “Handling of changes in the company / incentive object” and “Supplementary Provisions”.
After verification by our lawyers, the incentive plan (Draft) has included the following contents:
（1） The purpose of this incentive plan;
（2） Determination basis and scope of incentive objects;
（3） The number of rights and interests (class II restricted shares) to be granted, the type, source, number of underlying shares involved in the rights and interests to be granted and their percentage in the total share capital of the company; The number of rights and interests to be granted for the first time, the number of underlying shares involved, the percentage of the total underlying shares involved in the incentive plan and the percentage of the total share capital of the company; The number of reserved rights and interests, the number of underlying stocks involved and the percentage in the total amount of underlying stocks involved in this incentive plan; The number of sub vested interests;
（4） The number of rights and interests that can be granted to incentive objects (individually or by appropriate classification) and their percentage in the total amount of rights and interests to be granted under this incentive plan;
（5） The validity period, grant date, ownership arrangement and lock up period of the incentive plan;
（6） The grant price of restricted shares or the method for determining the grant price;
（7） Conditions for granting and vesting restricted shares;
（8） Procedures for granting and vesting restricted shares;
（9） Methods and procedures for adjusting the number of restricted shares granted, the number of shares vested and the grant price;
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（10） The accounting treatment method of the incentive plan, the determination method of the fair value of restricted shares, the accrued expenses for the implementation of the incentive plan and its impact on the company’s operating performance;
（11） Change and termination of the incentive plan;
（12） The implementation of this incentive plan in case of change of control, merger, division of the company and job change, resignation, death and other events of the incentive object;
（13） Relevant disputes or dispute settlement mechanism between the company and the incentive object.
Based on the above verification, our lawyers believe that the relevant contents of the incentive plan comply with the provisions of relevant laws, regulations and normative documents such as the company law, the securities law, the administrative measures, the listing rules and the business handling guide. III Main procedures to be performed for the implementation of this incentive plan
（1） Xiamen East Asia Machinery Industrial Co.Ltd(301028) main procedures performed for the implementation of this incentive plan
After verification by our lawyers, as of the date of issuance of this legal opinion, in order to implement the incentive plan, Xiamen East Asia Machinery Industrial Co.Ltd(301028) has fulfilled the following main procedures:
1. Xiamen East Asia Machinery Industrial Co.Ltd(301028) the remuneration and assessment committee of the board of directors drafted the incentive plan (Draft) and submitted the draft to the 22nd Meeting of the second board of directors for deliberation.
2. Xiamen East Asia Machinery Industrial Co.Ltd(301028) the 22nd Meeting of the second board of directors deliberated and adopted the incentive plan (Draft) on December 23, 2021. The independent directors of the company, Liu Zhiyun, Qu Zhongsheng and Yao bin, expressed their independent opinions on the incentive plan (Draft), believing that the company’s restricted stock incentive plan is conducive to the sustainable development of the company and the formation of a long-term incentive mechanism for core talents, and there is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders. Some incentive objects granted by the company’s restricted stock incentive plan for the first time meet the conditions for becoming restricted stock incentive objects specified in laws, regulations and normative documents. The independent directors of the company agree to implement the incentive plan.
3. Xiamen East Asia Machinery Industrial Co.Ltd(301028) the 13th meeting of the second board of supervisors approved the incentive on December 23, 2021
The incentive objects in the plan have been checked, and it is considered that the main qualification of the personnel listed in the list of incentive objects in the company’s incentive plan as the incentive objects in the incentive plan is legal and effective.
（2） Xiamen East Asia Machinery Industrial Co.Ltd(301028) main subsequent procedures to be performed for the implementation of this incentive plan
According to relevant laws, regulations and normative documents, in order to implement the incentive plan, Xiamen East Asia Machinery Industrial Co.Ltd(301028) the following main procedures must be performed:
1. Xiamen East Asia Machinery Industrial Co.Ltd(301028) the board of directors issued a notice of convening the general meeting of shareholders and announced the legal opinion on the implementation of the incentive plan. The independent directors will solicit the entrusted voting rights from all shareholders on the incentive plan. 2. Publicize the names and positions of incentive objects within the company for a period of no less than 10 days. The board of supervisors shall review the list of incentive objects and fully listen to the public opinions. Xiamen East Asia Machinery Industrial Co.Ltd(301028) the review of the incentive list by the board of supervisors shall be disclosed 3-5 days before the shareholders’ meeting considers the incentive plan
