Notice of Beijing Deheng Law Firm on Beijing Zuojiang Technology Co.Ltd(300799) 2021 restricted stock incentive plan, adjustment of grant price and grant of reserved rights and interests
Legal opinion
12 / F, block B, Fukai building, Financial Street Holdings Co.Ltd(000402) 19, Xicheng District, Beijing
Tel: 010-52682888 Fax: 010-52682999 zip code: 100033
catalogue
catalogue 1 interpretation 2 I. approval and authorization of this grant and this adjustment 4 II. Specific contents of this adjustment 5 III. conditions for granting reserved rights and interests in this incentive plan 6 IV. grant arrangement of reserved rights and interests in this incentive plan 7 v. concluding comments seven
interpretation
In this legal opinion, unless the context otherwise requires, the following words have the following meanings:
Deheng / this refers to Beijing Deheng Law firm
Company / Beijing Zuojiang Technology Co.Ltd(300799) means Beijing Zuojiang Technology Co.Ltd(300799)
Incentive plan / this incentive plan refers to the Beijing Zuojiang Technology Co.Ltd(300799) 2021 restricted stock transfer incentive plan
This equity incentive refers to Beijing Zuojiang Technology Co.Ltd(300799) the implementation of this incentive plan
This grant refers to Beijing Zuojiang Technology Co.Ltd(300799) some restricted shares reserved for this grant
This adjustment refers to Beijing Zuojiang Technology Co.Ltd(300799) This adjustment of restricted stock grant price
Company law means the company law of the people’s Republic of China
Securities Law means the securities law of the people’s Republic of China
The Administrative Measures refer to the administrative measures for equity incentive of listed companies
Business guide refers to the guide for business handling of companies listed on GEM No. 5 – equity incentive
Articles of association means the Beijing Zuojiang Technology Co.Ltd(300799) articles of association
CSRC refers to the China Securities Regulatory Commission
Yuan and 10000 yuan refer to RMB yuan and 10000 yuan
Beijing Deheng Law Firm
About Beijing Zuojiang Technology Co.Ltd(300799)
Restricted stock incentive plan for 2021
Adjustment of grant price and reserved rights and interests
Legal opinion
Deheng 01f20210012-03 to: Beijing Zuojiang Technology Co.Ltd(300799)
According to the special legal service agreement signed between Beijing Deheng Law Firm and Beijing Zuojiang Technology Co.Ltd(300799) , the handling lawyer of the firm, as the special legal adviser of Beijing Zuojiang Technology Co.Ltd(300799) This equity incentive, according to the company law, securities law, management measures, business guide and other laws, regulations, rules, normative documents and relevant provisions of the articles of association, This legal opinion is issued on Beijing Zuojiang Technology Co.Ltd(300799) the matters related to the adjustment of the grant price of the incentive plan and the grant of reserved rights and interests.
For the issuance of this legal opinion, the handling lawyer of this office hereby makes the following statement:
(i) The handling lawyers of the firm only express legal opinions based on the facts that have occurred or exist before the date of issuance of this legal opinion, as well as the current relevant laws, regulations, rules and relevant documents of the CSRC; （2） Our handling lawyers have strictly performed their statutory duties in accordance with the provisions of relevant laws, regulations, rules and normative documents, followed the principles of diligence and good faith, and The legality, compliance, authenticity and effectiveness of this grant and this adjustment have been fully verified and legal opinions have been issued. There are no false records, misleading statements and major omissions in this legal opinion, otherwise we are willing to bear corresponding legal liabilities;
（3） The handling lawyer of the firm agrees to Beijing Zuojiang Technology Co.Ltd(300799) quote the relevant contents of this legal opinion issued by the handling lawyer of the firm, but the company shall not cause legal ambiguity or misinterpretation due to the above quotation. The company has the right to review and confirm the corresponding contents of the above relevant documents again;
（4） Beijing Zuojiang Technology Co.Ltd(300799) has guaranteed that it has provided all relevant factual materials necessary for issuing this legal opinion to the handling lawyer of this office, and the relevant written materials and written testimony are true, effective and complete without any major omission and misleading statement, and the copies provided are consistent with the original;
（5） For the fact that this legal opinion is very important and cannot be supported by independent evidence, the handling lawyer of this office relies on the supporting documents, testimonies or copies of documents issued or provided by relevant government departments, companies, other relevant units or relevant persons to issue legal opinions;
（6） The handling lawyer of the firm agrees to disclose this legal opinion as Beijing Zuojiang Technology Co.Ltd(300799) the necessary legal document for this grant and this adjustment together with other materials, and bear the responsibility for this legal opinion according to law;
（7） This legal opinion is only for Beijing Zuojiang Technology Co.Ltd(300799) the purpose of this equity incentive and shall not be used for any other purpose.
In accordance with the provisions of relevant laws, regulations, rules and normative documents, and in accordance with the recognized business standards, ethics and the spirit of diligence in the lawyer industry, the handling lawyer of the firm has verified and verified the documents and facts related to this grant and this adjustment provided by Beijing Zuojiang Technology Co.Ltd(300799) , and now issues the following legal opinions:
1、 Approval and authorization of this grant and this adjustment
1. On January 25, 2021, the 15th meeting of the second board of directors of the company deliberated and adopted the
<公司2021年限制性股票激励计划（草案）>
And its summary
<公司2021年限制性股票激励计划实施考核管理办法>
Proposal on requesting the general meeting of shareholders of the company to authorize the board of directors to handle matters related to the restricted stock incentive plan in 2021, proposal on convening the first extraordinary general meeting of shareholders in 2021, etc. Mr. Ma Dingyu, the director of the incentive object, avoided voting when considering the proposals related to the equity incentive plan. The independent directors of the company have expressed their independent opinions on this equity incentive.
2. On January 25, 2021, the 13th meeting of the second board of supervisors of the company deliberated and adopted the
<公司2021年限制性股票激励计划（草案）>
And its summary
<公司2021年限制性股票激励计划实施考核管理办法>
According to the proposal on verifying the list of incentive objects of the company’s restricted stock incentive plan in 2021, the board of supervisors reviewed the equity incentive plan and the list of incentive objects, and considered that the personnel listed in the list of incentive objects of the company’s restricted stock incentive plan as the subject qualification of the incentive objects of the company’s equity incentive plan was legal and effective.
3. On February 10, 2021, the company’s first extraordinary general meeting of shareholders in 2021 deliberated and adopted the
<公司 2021 年限制性股票激励计划（草案）>
And its summary
<公司 2021年限制性股票激励计划实施考核管理办法>
Proposal on requesting the general meeting of shareholders of the company to authorize the board of directors to handle matters related to the restricted stock incentive plan in 2021. The general meeting of shareholders of the company deliberated and approved the matters related to the equity incentive and authorized the board of directors to handle the specific matters of the equity incentive. 4. On December 23, 2021, the 24th Meeting of the second board of directors of the company deliberated and approved the proposal on adjusting the grant price of the restricted stock incentive plan in 2021 and the proposal on granting reserved restricted shares to incentive objects. The board of directors agreed that according to the Beijing Zuojiang Technology Co.Ltd(300799) restricted stock incentive plan in 2021 The proposal on requesting the general meeting of shareholders of the company to authorize the board of directors to handle matters related to the 2021 restricted stock incentive plan and the company’s equity distribution in 2020, which was deliberated and adopted at the first extraordinary general meeting of shareholders in 2021, adjusted the grant price of the incentive plan, and adjusted the reserved grant price of class I restricted shares from 32.00 yuan / share to 31.865 yuan / share, The grant price (including reservation) of class II restricted shares was adjusted from 32.00 yuan / share to 31.865 yuan / share. Ma Dingyu, the director of the incentive object, commented on the proposal on adjusting the grant price of restricted stock incentive plan in 2021 An avoidance vote was taken. At the same time, the board of directors agreed to grant 20000 class I restricted shares to two incentive objects at the price of 31.865 yuan / share with December 23, 2021 as the reserved equity grant date; 180000 class II restricted shares were granted to 12 incentive objects at the price of 31.865 yuan / share. The independent directors expressed their independent opinions on this adjustment and this grant.
5. On December 23, 2021, the 21st Meeting of the second board of supervisors of the company deliberated and approved the proposal on adjusting the grant price of restricted stock incentive plan in 2021 and the proposal on granting reserved restricted shares to incentive objects, agreed to the company’s adjustment and grant, and verified the list of incentive objects granted with reserved rights and interests, It is considered that the subject qualification of the equity incentive objects reserved in the company’s incentive plan is legal and effective, and the conditions for the incentive objects to be granted restricted shares have been met.
In conclusion, the handling lawyer of the firm believes that Beijing Zuojiang Technology Co.Ltd(300799) This adjustment and this grant have obtained the necessary approval and authorization at this stage, and comply with the relevant provisions of the company law, management measures and incentive plan.
2、 Specific contents of this adjustment
On May 31, 2021, the company’s 2020 annual general meeting of shareholders deliberated and approved the proposal on 2020 annual profit distribution plan, which distributed cash dividends of RMB 1.35 (including tax) to all shareholders for every 10 shares based on the total number of 102080000 shares as of May 31, 2021, June 16, 2021 as the registration date of this equity distribution, and June 17, 2021 as the ex right and ex interest date.
According to the relevant provisions of the Beijing Zuojiang Technology Co.Ltd(300799) 2021 restricted stock incentive plan, if the company has matters such as conversion of capital reserve into share capital, distribution of stock dividends, division of shares, allotment of shares, reduction of shares or dividend distribution from the announcement date of the incentive plan to the completion of share registration of class I restricted shares / before the ownership of class II restricted shares, The grant price of restricted shares shall be adjusted accordingly. Therefore, the grant price of the reserved part of class I restricted shares in the incentive plan is adjusted from 32.00 yuan / share to 31.865 yuan / share; The grant price (including reservation) of class II restricted shares was adjusted from 32.00 yuan / share to 31.865 yuan / share.
In conclusion, the handling lawyer of the firm believes that the relevant matters of the company’s adjustment comply with the management measures and other relevant laws, regulations and normative documents, as well as the relevant provisions of the incentive plan.
3、 Conditions for granting reserved rights and interests in this incentive plan
According to the provisions of the incentive plan, the incentive object can be granted restricted shares only if Beijing Zuojiang Technology Co.Ltd(300799) and the incentive object meet the following conditions for granting restricted shares:
(i) The company is not under any of the following circumstances:
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 a certified public accountant;
3. Failure to distribute profits in accordance with laws and regulations, the articles of association and public commitments within 36 months after listing;
4. Equity incentive is prohibited by laws and regulations;
5. Other circumstances recognized by the CSRC.
（2） The incentive object does not have any of the following situations:
1. Being identified as inappropriate by the stock exchange within the last 12 months;
2. Being identified as inappropriate by the CSRC and its dispatched offices within the last 12 months;
3. Being administratively punished by the CSRC and its dispatched offices or taking market entry prohibition measures for major violations of laws and regulations in the last 12 months;
4. The company is not allowed to serve as a director or senior manager of the company as stipulated in the company law;
5. Those who are not allowed to participate in the equity incentive of listed companies according to laws and regulations;
6. Other circumstances recognized by the CSRC.
According to the confirmation of the company and the verification of the handling lawyer of the exchange, Beijing Zuojiang Technology Co.Ltd(300799) and the incentive object have no such situation. Accordingly, the handling lawyer of the exchange believes that the conditions for the company to grant reserved restricted shares to the incentive object have been met, and the company’s granting of reserved restricted shares to the incentive object complies with the provisions of the management measures, relevant laws, regulations, normative documents and incentive plan.
4、 Grant arrangement of reserved rights and interests in this incentive plan
According to the resolutions of the 24th Meeting of the second board of directors and the 21st Meeting of the second board of supervisors and the incentive plan, the granting of reserved rights and interests for equity incentive is as follows:
(i) The reserved equity grant date of this equity incentive is December 23, 2021.
（2） There are 14 reserved restricted stock grant objects for this equity incentive, including middle-level managers and core technical (business) personnel of the company (including wholly-owned subsidiaries or holding subsidiaries).
（3） The number of reserved restricted shares granted for this equity incentive is 20000 class I restricted shares and 180000 class II restricted shares.
（4） The grant price of reserved part of class I restricted shares is 31.865 yuan / share; the grant price of class II restricted shares (including reservation) is 31.865 yuan / share.
The handling lawyer of the firm believes that the company’s incentive plan
