Guohao law firm (Beijing)
On Beijing Baolande Software Corporation(688058) 2020 restricted stock incentive plan grant price adjustment and reserved part grant related matters
Legal opinion
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
catalogue
interpretation...... 1 I. approval and authorization of price adjustment and reserved part granted in this incentive plan 3. II. Price adjustment of this incentive plan 3. Award of the reserved part of the incentive plan 4. Information disclosure on the adjustment of the grant price of the incentive plan and the grant of the reserved part 5 VI. concluding comments six
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) 2020 restricted stock incentive plan (Draft)
(Draft)
The Beijing Baolande Software Corporation(688058) 2020 restricted stock incentive plan implementation Assessment Management Measures refers to
Assessment management measures
The list of incentive objects of Beijing Baolande Software Corporation(688058) 2020 restricted stock incentive plan refers to
Object list
This incentive plan refers to the Beijing Baolande Software Corporation(688058) 2020 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)
2020 restricted stock incentive plan grant price adjustment and
Legal opinions on matters related to the grant of reserved parts
Guo Hao Jing Zheng Zi [2021] No. 0701 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) has accepted the entrustment of the company to issue this legal opinion on matters related to the grant price adjustment and reserved part of the grant of the company's 2020 restricted stock incentive plan.
In accordance with the securities law Measures for the administration of securities legal business of law firms and 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 approval and authorization of price adjustment and reserved part of the grant of this incentive plan
After verification, as of the issuance date of this legal opinion, the company has performed the following approvals and authorizations in order to implement the price adjustment and reserved part grant of this incentive plan:
1. On December 24, 2021, the sixth meeting of the third board of directors of the company deliberated and approved the proposal on adjusting the grant price of 2020 restricted stock incentive plan and the proposal on granting some restricted shares reserved in 2020 restricted stock incentive plan to incentive objects, Agree to grant the price of restricted shares in the 2020 restricted stock incentive plan in accordance with the relevant provisions of the company's 2020 restricted stock incentive plan (Draft) (including reserved) was adjusted from 40.00 yuan / share to 38.575 yuan / share, and some reserved restricted shares were granted to the incentive object. On the same day, the independent directors expressed independent opinions on the adjustment of the grant price of the incentive plan and the granting of the reserved part. 2. On December 24, 2021, it was deliberated and adopted at the fifth meeting of the third board of supervisors of the company The proposal on adjusting the grant price of 2020 restricted stock incentive plan and the proposal on granting some restricted stocks reserved in 2020 restricted stock incentive plan to incentive objects, Agree to grant the price of restricted shares in the 2020 restricted stock incentive plan in accordance with the relevant provisions of the company's 2020 restricted stock incentive plan (Draft) (including reservation) is adjusted from 40.00 yuan / share to 38.575 yuan / share, and some reserved restricted shares are granted to the incentive object. In conclusion, our lawyers believe that as of the date of issuance of this legal opinion, the company has performed the necessary approval and authorization at this stage on the matters related to the grant price adjustment of the incentive plan and the grant of the reserved part, which is in line with Measures for the administration of equity incentive and relevant provisions of this incentive plan.
2、 Price adjustment of this incentive plan
According to the relevant documents provided by the company, the company held the 2020 annual general meeting of shareholders on May 18, 2021, reviewed and passed the proposal on reviewing the company's profit distribution plan in 2020. In 2020, the company took the total share capital registered on the date of equity distribution as the base, A cash dividend of 14.25 yuan (including tax) is distributed for every 10 shares, and a total cash dividend of 57 million yuan (including tax) is distributed. According to the announcement on the implementation of 2020 annual equity distribution announced by the company, the company has completed the implementation of 2020 annual equity distribution.
According to the provisions of the company's 2020 restricted stock incentive plan (Draft), the grant price adjustment method is as follows:
P＝P0-V
Where: P0 is the grant price before adjustment; V is the dividend per share; P is the adjusted grant price. After dividend adjustment, P must still be greater than 1.
According to the above formula, the grant price of restricted shares in 2020 restricted stock incentive plan is:
40.00-1.425 = 38.575 yuan / share.
In conclusion, our lawyers believe that the price adjustment of the incentive plan is in line with the measures for the administration of equity incentive and the relevant provisions of the incentive plan.
3、 Grant of the reserved part of the incentive plan
(i) Quantity, number and price granted
According to the provisions of the incentive plan, the incentive objects granted in the reserved part shall be determined with reference to the criteria for the first grant within 12 months after the incentive plan is considered and adopted by the general meeting of shareholders, that is, including the company's directors, senior managers and core technicians, and the reserved restricted shares are 80000 shares.
In view of the completion of the company's equity distribution in 2020, the board of directors adjusted the grant price of restricted shares in the 2020 restricted stock incentive plan according to the authorization of the third extraordinary general meeting in 2020. After this adjustment, the grant price was adjusted from 40.00 yuan / share to 38.575 yuan / share.
In addition to the above price adjustment, the content of the grant of the reserved part is consistent with the relevant content of the incentive plan approved by the third extraordinary general meeting of shareholders in 2020.
（2） Determination of grant date
According to the authorization of the third extraordinary general meeting of shareholders in 2020 to the board of directors, the sixth meeting of the third board of directors of the company deliberated and adopted the proposal on granting some restricted shares reserved in the 2020 restricted stock incentive plan to incentive objects, and determined that the reserved granting date of the restricted stock incentive plan is December 24, 2021.
（3） Grant conditions
According to the measures for the administration of equity incentive and the relevant provisions of this incentive plan, the company shall meet the following conditions when granting restricted shares to incentive objects:
1. The company did not:
(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.
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) 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.
In conclusion, our lawyers believe that the conditions for granting the reserved part of the incentive plan have been met, and the company grants the reserved part of restrictive to the incentive object
