Guohao law firm (Beijing)
About Beijing Baolande Software Corporation(688058)
Legal opinion on 2021 restricted stock incentive plan (Draft)
Beijing Shanghai Shenzhen Hangzhou Kunming Tianjin Chengdu Ningbo Fuzhou Xi’an Nanjing Nanning Jinan Chongqing Changsha Taiyuan Wuhan Guiyang Urumqi Hong Kong Paris Madrid Silicon Valley Stockholm New York
BEIJINGSHANGHAI SHENZHENHANGZHOU GUANGZHOU KUNMING TIANJINCHENGDUNINGBO
FUZHOUXI’ANNANJINGNANNINGJINANCHONGQINGSUZHOU CHANGSHATAIYUANWUHAN
GUIYANGURUMQI HONG KONGPARIS MADRIDSILICON VALLEY STOCKHOLMNEWYORK
9th floor, Taikang financial building, No. 38, North East Third Ring Road, Chaoyang District, Beijing 100026
9/F, Taikang Financial Tower, 38 North Road East Third Ring, Chaoyang District, Beijing 100026, China
Tel: (+ 86) (10) 6589 0699 Fax: (+ 86) (10) 6517 6800
Website: www.grandall.com com.. cn.
catalogue
interpretation…… 1. The company’s main qualification for implementing the incentive plan 3 II. Contents of this incentive plan 4 III. preparation, deliberation and publicity procedures of this incentive plan 7 IV. incentive objects of this equity incentive plan 9 v. information disclosure of this incentive plan Vi. the company does not provide financial assistance for incentive objects VII. Impact of this incentive plan on the interests of all shareholders VIII. Avoidance of voting by related directors of the incentive plan 11 IX. concluding comments eleven
interpretation
In this legal opinion, unless the context otherwise requires, the following words have the following meanings:
Beijing Baolande Software Corporation(688058) . The company refers to Beijing Baolande Software Corporation(688058)
Restricted stock incentive plan Beijing Baolande Software Corporation(688058) 2021 restricted stock incentive plan (Draft)
(Draft)
The Beijing Baolande Software Corporation(688058) 2021 restricted stock incentive plan implementation Assessment Management Measures refers to
Assessment management measures
The list of Beijing Baolande Software Corporation(688058) 2021 restricted stock incentive plan incentive objects refers to
Object list
This incentive plan refers to Beijing Baolande Software Corporation(688058) 2021 restricted stock incentive plan
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 Listing Rules refer to the Listing Rules of Shanghai Stock Exchange on the science and innovation board
The measures for the administration of equity incentive refers to the measures for the administration of equity incentive of listed companies
Equity incentive information disclosure refers to the business guide for information disclosure of listed companies on the science and Innovation Board No. 4 – equity incentive information disclosure
Articles of association means the Beijing Baolande Software Corporation(688058) articles of association
CSRC refers to the China Securities Regulatory Commission
Shanghai stock exchange refers to Shanghai Stock Exchange
This office refers to Guohao law firm (Beijing)
Tianjian certified public accountants refers to Tianjian Certified Public Accountants (special general partnership)
Yuan and 10000 yuan refer to RMB yuan and 10000 yuan
Guohao law firm (Beijing)
About Beijing Baolande Software Corporation(688058)
Of 2021 restricted stock incentive plan (Draft)
Legal opinion
Guo Hao Jing Zheng Zi [2021] No. 0700 to: Beijing Baolande Software Corporation(688058)
In accordance with the company law, the securities law, the listing rules, the measures for the administration of equity incentive, the disclosure of equity incentive information and other relevant laws, regulations and normative documents, as well as the provisions of the articles of association, Guohao law firm (Beijing) is entrusted by the company to issue this legal opinion on the restricted stock incentive plan to be implemented by the company in 2021. The firm and its handling lawyers shall comply 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 other laws, regulations and normative documents, as well as the facts that have occurred or exist before the date of issuance of this legal opinion, have strictly performed their statutory duties, followed the principles of diligence and good faith, and conducted sufficient verification to ensure that the facts identified in the legal opinion are true, accurate and complete, and the concluding opinions issued are legal and accurate, There are no false records, misleading statements or major omissions, and they shall bear corresponding legal liabilities.
The company has provided authentic original written materials, duplicate materials or other oral materials deemed necessary by our lawyers to issue this legal opinion. The company guarantees that the above documents are true, accurate and complete; All signatures and seals on the documents are authentic; The copy is consistent with the original. For the fact that it is very important to issue this legal opinion and cannot be supported by independent evidence, our lawyers rely on the supporting documents issued by relevant government departments, companies or other relevant units to issue this legal opinion.
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. The exchange agrees that the company shall quote the relevant contents of this legal opinion in the relevant documents prepared by the company for the implementation of this incentive plan, but the company shall not cause legal ambiguity or misinterpretation due to the quotation. The exchange agrees to take this legal opinion as a legal document for public disclosure, announce it together with other materials, and bear corresponding legal liabilities for this legal opinion.
In accordance with the requirements of relevant laws and regulations such as the company law, the securities law 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, we hereby issue the following legal opinions: I. the subject qualification of the company for the implementation of this incentive plan
(i) The company is a joint stock limited company legally established and existing and listed on the science and Innovation Board of Shanghai Stock Exchange
Beijing Baolande Software Corporation(688058) is a joint stock limited company established according to law on August 14, 2015.
On September 20, 2019, the 24th Meeting of the stock listing committee of the science and Innovation Board of Shanghai Stock Exchange in 2019 considered and approved its initial public offering and listing.
On September 29, 2019, the CSRC issued the reply on Approving the registration of Beijing Baolande Software Corporation(688058) initial public offering (zjxk [2019] No. 1799).
On November 1, 2019, the company’s shares were listed and traded on the science and Innovation Board of Shanghai Stock Exchange. The securities are abbreviated as ” Beijing Baolande Software Corporation(688058) ” and the securities code is “688058”.
According to the business license and articles of association provided by the company, Beijing Baolande Software Corporation(688058) now holds the business license issued by Beijing Haidian District market supervision administration, which contains the basic information of the company as follows:
Unified social credit code 911101086738170589
Company name Beijing Baolande Software Corporation(688058)
Address: C1010, floor 9, block C, No. 9, Shangdi Third Street, Haidian District, Beijing
Legal representative: Yi Cundao
Registered capital: 40 million yuan
Company type: joint stock limited company (listed)
Business term: March 27, 2008 to no fixed term
Technology development, technical consultation, technical services and technology transfer; Import and export of goods and agency
Import and export, technology import and export; Sales of computers, software and auxiliary equipment, electronic products; Business scope computer system services; Professional contracting. (the enterprise shall independently choose the business project and open the business according to law
Business activities; Projects that must be approved according to law shall be approved according to the approved after being approved by relevant departments
Carry out business activities; It shall not engage in projects prohibited or restricted by the industrial policies of this Municipality
Business activities.)
After verification, as of the date of issuance of this legal opinion, the company is a joint stock limited company established and effectively existing according to law, its shares have been listed and traded on the science and Innovation Board of Shanghai Stock Exchange, and there is no situation that should be terminated in accordance with laws, regulations and the articles of association.
（2） The company is not allowed to implement incentive as stipulated in the measures for the administration of equity incentive
According to the standard unqualified audit report (TJs [2021] No. 1-1020) and the internal control audit report of Beijing Baolande Software Corporation(688058) 2020 (TJs [2021] No. 1-1022) issued by Tianjian certified public accountants and verified by our lawyers, the company does not have the following circumstances that equity incentive shall not be implemented 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.
In conclusion, our lawyers believe that Beijing Baolande Software Corporation(688058) is a joint stock limited company legally established and existing, and its shares have been listed and traded on the science and Innovation Board of Shanghai Stock Exchange; As of the issuance date of this legal opinion, Beijing Baolande Software Corporation(688058) there is no situation that needs to be terminated according to laws and regulations, normative documents and the articles of association, and 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. The company has the subject qualification and conditions for the implementation of this incentive plan.
2、 Contents of this incentive plan
On December 24, 2021, the sixth meeting of the third board of directors of the company deliberated and adopted the
<2021年限制性股票激励计划（草案）>
And its abstract, and the proposal on the company’s measures for the implementation and assessment of the restricted stock incentive plan in 2021. The main contents of this incentive plan are as follows:
(i) Items specified in this incentive plan
After reviewing the incentive plan (Draft), it is approved by “Interpretation; the purpose and principle of the incentive plan; the management organization of the incentive plan; the basis and scope for determining the incentive object; the incentive method, source, quantity and distribution of restricted stocks; the validity period, grant date, attribution arrangement and lock up period of the incentive plan; the grant price of restricted stocks and the determination method of the grant price; the terms of grant and attribution of restricted stocks Pieces; Implementation procedures of restricted stock incentive plan; Adjustment methods and procedures of restricted stock incentive plan; Accounting treatment of restricted stocks; Respective rights and obligations of the company / incentive object; Handling of changes in the company / incentive object; The “Supplementary Provisions” and other contents comply with Article 9 of the measures for the administration of equity incentive and article 10.7 of the listing rules.
（2） Specific contents of this incentive plan
According to the incentive plan (Draft), the incentive tool adopted in this incentive plan is restricted stocks (class II restricted stocks).
1. Stock source of this incentive plan
