Beijing Jindu (Hangzhou) law firm
About Zjamp Group Co.Ltd(002758)
Implementation of restricted stock incentive plan (Draft) in 2021
Legal opinion
To: Zjamp Group Co.Ltd(002758)
Beijing Jindu (Hangzhou) law firm (hereinafter referred to as “Jindu” or “the firm”) is entrusted by Zjamp Group Co.Ltd(002758) (hereinafter referred to as ” Zjamp Group Co.Ltd(002758) “, “listed company” or “the company”) as the special legal adviser for its 2021 restricted stock incentive plan (hereinafter referred to as “the plan” or “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”), the measures for the administration of equity incentive of listed companies (hereinafter referred to as the “measures for the administration of equity incentive”) of China Securities Regulatory Commission (hereinafter referred to as the “CSRC”) ）And other laws, administrative regulations, departmental rules and other normative documents (hereinafter referred to as “laws and regulations”) and the Zjamp Group Co.Ltd(002758) articles of Association (hereinafter referred to as “the articles of association”) issue this legal opinion on the relevant matters involved in the implementation of the incentive plan by the company.
In order to issue this legal opinion, According to the measures for the administration of law firms engaging in securities legal business and the rules for the practice of securities legal business of law firms (for Trial Implementation) And other relevant regulations, collected relevant evidence materials, and consulted the documents that need to be consulted according to the regulations and other documents that Kindu believes must be consulted. The listed company guarantees to provide the original written materials, copies, copies, statements and commitments or certificates required by Jindu for the issuance of this legal opinion. The documents and materials provided to Jindu are true, accurate, complete and effective, without any concealment, falsehood or major omission, and the documents and materials are copies or copies, On the basis of its consistency and consistency with the original, Kindu reasonably and fully used the methods including but not limited to written review, network verification and review to verify and confirm the relevant facts.
Jindu and the handling lawyer shall act in accordance with 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) And the facts that have occurred or existed before the date of issuance of this legal opinion, strictly performed their statutory duties, followed the principles of diligence and good faith, and conducted sufficient verification and verification to ensure that the facts identified in this legal opinion are true, accurate and complete, and the concluding opinions issued are legal and accurate without false records Misleading statements or major omissions, and bear corresponding legal liabilities.
Kindu only gives opinions on legal issues related to the company’s incentive plan, And only in accordance with the people’s Republic of China (hereinafter referred to as “China”) , for the purpose of this legal opinion, it does not include expressing legal opinions on the existing laws and regulations of the Hong Kong Special Administrative Region, the Macao Special Administrative Region and Taiwan region, and does not express legal opinions in accordance with any laws outside China. Jindu will not comment on the rationality of the underlying stock value, assessment standards and other issues involved in the company’s incentive plan, as well as accounting, finance and other non legal professional matters. When quoting relevant financial data or conclusions in this legal opinion, Kindu has fulfilled the necessary duty of care, but such quoting shall not be deemed as any express or implied guarantee for the authenticity and accuracy of these data and conclusions. For the fact that it is very important to issue this legal opinion and cannot be supported by independent evidence, Kindu relies on the instructions or supporting documents issued by relevant government departments, Zjamp Group Co.Ltd(002758) or other relevant units to issue legal opinions.
Jindu agrees to submit this legal opinion as one of the necessary documents for the company to implement this incentive plan together with other materials to Shenzhen Stock Exchange (hereinafter referred to as “Shenzhen Stock Exchange”) for announcement, and bear corresponding legal liabilities for the legal opinions issued.
This legal opinion is only used by the company for the purpose of implementing this incentive plan and shall not be used for any other purpose. Kindu agrees that the company shall quote the relevant contents of this legal opinion in the relevant documents prepared for the implementation of this incentive plan, but the company shall not cause legal ambiguity or misinterpretation due to the quotation. Kindu has the right to review and confirm the corresponding contents of the above relevant documents again.
In accordance with the requirements of relevant laws and regulations such as the company law, the securities law, the measures for the administration of equity incentive and the relevant provisions of the CSRC, and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, Jindu hereby issues the following legal opinions:
1、 The subject qualification of the company to implement equity incentive
(i) Zjamp Group Co.Ltd(002758) currently holds the business license (Unified Social Credit Code: 91330000716184714d) issued by Zhejiang market supervision and administration on December 25, 2020, and its domicile is Zhejiang China Light & Textile Industrial City Group Co.Ltd(600790) Keqiao District, Shaoxing City, Zhejiang Province 1605 Avenue, the legal representative is Bao Zhonghai, and the business scope is: General Project: fertilizer sales; Research and development of bio organic fertilizer; Research and development of compound microbial fertilizer; Sales of agricultural machinery; Agricultural machinery leasing; General cargo warehousing services (excluding projects requiring license and approval such as hazardous chemicals); technical services, technology development, technical consultation, technical exchange, technology transfer and technology promotion; crop pest control services; soil pollution control and repair services; new car sales; auto parts approval; auto parts retail; used car distribution; used car brokerage; motor vehicle repair and maintenance; Sales of class I medical devices; Sales of class II medical devices; Sales of daily necessities; Cosmetics retail; Wholesale of cosmetics; Disinfectant sales (excluding hazardous chemicals); information consulting services (excluding licensing information consulting services); health consulting services (excluding diagnosis and treatment services); non residential real estate leasing; Housing leasing; advertising production; advertising release (non radio, television and newspaper publishers); advertising design and agency (except for the items that must be approved according to law, the business activities shall be carried out independently according to law with the business license). Licensed items: fertilizer production; pesticide wholesale; pesticide retail; road cargo transportation (excluding dangerous goods); drug wholesale; class III medical device business; food business; disinfection device sales (for projects that must be approved according to law, business activities can be carried out only after being approved by relevant departments, and the specific business projects shall be subject to the approval results). As of December 22, 2021, the registered capital of Zjamp Group Co.Ltd(002758) was 48799303700 yuan.
（2） With the approval of the reply on Approving the initial public offering of shares of Zhejiang Huatong Pharmaceutical Co., Ltd. (zjxk [2015] No. 838) by the CSRC and the consent of the Shenzhen Stock Exchange, Zhejiang Huatong Pharmaceutical Co., Ltd. (hereinafter referred to as “Huatong pharmaceutical”) was listed on the Shenzhen Stock Exchange on May 27, 2015, with the stock code of “Huatong pharmaceutical” for short “002758”。
With the approval of the reply on approving Zhejiang Huatong Pharmaceutical Co., Ltd. to issue shares to purchase assets from Zhejiang Nong Holding Group Co., Ltd. (zjxk [2020] No. 1241) issued by the CSRC, Huatong pharmaceutical implemented the issuance of shares to purchase assets, Zjamp Group Co.Ltd(002758) was listed on the Shenzhen Stock Exchange on November 30, 2020, with the stock abbreviation of ” Zjamp Group Co.Ltd(002758) ” and the stock code of “002758”.
（3） According to the audit report (xksbz [2021] No. ZA 12258) and internal control assurance report (xksbz [2021] No. ZA 12259) issued by Lixin Certified Public Accountants (special general partnership) and the confirmation letter issued by the company, and the lawyers of the firm searched the “Securities and futures dishonesty record query platform” of CSRC（ http://neris.csrc.gov.cn./shixinchaxun/ ）”Information disclosure catalogue of securities and futures supervision and administration” of China Securities Regulatory Commission（ http://www.csrc.gov.cn./pub/zjhpublic/ ）Website of Shenzhen Stock Exchange（ http://www.szse.cn. ）. official website of Zhejiang regulatory bureau of China Securities Regulatory Commission（ http://www.csrc.gov.cn./zhejiang/index.shtml ）”Credit China”（ https://www.creditchina.gov.cn./ ）, China judicial documents network（ https://wenshu.court.gov.cn./ ）And China executive information disclosure network（ http://zxgk.court.gov.cn./ ）, as of the date of issuance of this legal opinion, Zjamp Group Co.Ltd(002758) there are no following circumstances that prohibit the implementation of equity incentive plan as stipulated in Article 7 of the measures for the administration of equity incentive:
1. An audit report with a negative opinion or unable to express an opinion on the financial and accounting report of the most recent fiscal year 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 the last 36 months after listing;
4. Equity incentive is not allowed according to laws and regulations;
5. Other circumstances recognized by the CSRC.
Based on the above, the exchange believes that as of the issuance date of this legal opinion, Zjamp Group Co.Ltd(002758) 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 measures for the administration of equity incentive, and has the subject qualification for the implementation of equity incentive plan as stipulated in the measures for the administration of equity incentive. 2、 Main contents of the incentive plan
On December 23, 2021, Zjamp Group Co.Ltd(002758) the 18th meeting of the 4th board of directors deliberated and adopted the
<2021 年限制性股票激励计划（草案）>
And its summary. According to the Zjamp Group Co.Ltd(002758) 2021 restricted stock incentive plan (Draft) (hereinafter referred to as the “incentive plan (Draft)”), the main contents of the incentive plan are as follows:
(i) Purpose of this incentive plan
According to the incentive plan (Draft), the purpose of the incentive plan is to further deepen Zjamp Group Co.Ltd(002758) Reform the operation and management mechanism system, improve the corporate governance structure, improve the long-term incentive and restraint mechanism, encourage the core operation and management team and key employees of the company to innovate and forge ahead, realize the long-term steady development of the company and maximize the value of shareholders, and on the premise of fully protecting the interests of shareholders, in accordance with the company law, securities law, measures for the administration of equity incentive and other relevant laws The equity incentive plan is formulated in accordance with the relevant provisions of laws and regulations, normative documents and the articles of association, in combination with the company’s existing salary system, performance appraisal system and other management systems.
The exchange believes that the incentive plan defines the purpose of implementing the incentive plan and complies with item (I) of Article 9 of the measures for the administration of equity incentive.
（2） Determination basis and scope of incentive objects
1. Basis for determining incentive object
According to the incentive plan (Draft), the basis for determining the incentive objects of the incentive plan is: (1) legal basis, which is determined in accordance with the company law, the securities law, the measures for the administration of equity incentive and other relevant laws, regulations, normative documents and the relevant provisions of the articles of association, and in combination with the actual situation of the company; (2) According to the job basis, the incentive objects of this incentive plan are the current directors (excluding independent directors and external directors), senior managers, middle managers, core business (Management) personnel and relevant employees that the board of directors of the Company deems necessary to be encouraged.
2. Scope of incentive objects
According to the incentive plan (Draft), the incentive objects involved in the incentive plan are no more than 449, including the company’s directors (excluding independent directors and external directors), senior managers, middle managers, core business (Management) personnel of the company and relevant employees that the board of directors of the Company deems necessary to be encouraged.
The incentive objects involved in the incentive plan do not include independent directors, external directors, supervisors, shareholders or actual controllers who individually or jointly hold more than 5% of the company’s shares and their spouses, parents and children.
Among the above incentive objects, the directors and senior managers of the company must be elected by the general meeting of shareholders or appointed by the board of directors of the company. All incentive objects must have a labor or employment relationship with the company or the company’s holding subsidiaries when the incentive plan is granted and within the assessment period.
According to the incentive plan (Draft) , after the incentive plan is reviewed and approved by the board of directors, the company shall publicize the names and positions of incentive objects internally for a period of not less than 10 days before the company holds the general meeting of shareholders. The board of supervisors of the company will review the list of incentive objects, fully listen to the publicity opinions, and disclose the explanation of the board of supervisors on the review and publicity of the list of incentive objects 3 to 5 days before the general meeting of shareholders of the company considers the incentive plan. The list of incentive objects adjusted by the board of directors of the company shall also be verified by the board of supervisors of the company.
According to the resolution of the 18th meeting of the 4th board of directors, the resolution of the 15th meeting of the 4th board of supervisors, the opinions of independent directors and the confirmation letter issued by the company, and through our lawyers, log in to the “Securities and futures dishonesty record query platform” of CSRC（ http://neris.csrc.gov.cn./shixinchaxun/ ）”Information disclosure catalogue of securities and futures supervision and administration” of China Securities Regulatory Commission（ http://www.csrc.gov.cn./pub/zjhpublic/ ）Website of Shenzhen Stock Exchange（ http://www.szse.cn./ ）. official website of Zhejiang regulatory bureau of China Securities Regulatory Commission（ http://www.csrc.gov.cn./zhejiang/index.shtml ）, China judicial documents network（ https://wenshu.court.gov.cn./ ）. China executive information disclosure network（ http://zxgk.court.gov.cn./ ）Through inquiry, as of the issuance date of this legal opinion, the incentive objects involved in this incentive plan do not have the following circumstances specified in paragraph 2 of Article 8 of the measures for the administration of equity incentive: (1) they have been identified as inappropriate candidates by the stock exchange in the last 12 months;
(2) It has been identified as an inappropriate candidate 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 within the last 12 months;
(4) Those who are not allowed to serve as directors or senior managers of the company as stipulated in the company law;
(5) Those who are not allowed to participate in equity incentive of listed companies according to laws and regulations;
(6) Other circumstances recognized by the CSRC.
Based on the above, the exchange believes that the incentive plan has defined the basis and scope of incentive objects, which is in line with
