Shanghai jintiancheng law firm
About Bece Legend Group Co.Ltd(000803)
Of the second phase of restricted stock incentive plan
Legal opinion
Address: 9/11/12 level, Shanghai Center Tower, 501 Yingcheng Middle Road, Pudong New Area, Shanghai.
Tel: 02120511000 Fax: 02120511999
Postal Code: 200120
Shanghai jintiancheng law firm
About Bece Legend Group Co.Ltd(000803)
Of the second phase of restricted stock incentive plan
Legal opinion
To: Bece Legend Group Co.Ltd(000803)
Shanghai jintiancheng law firm (hereinafter referred to as "the firm") accepts the entrustment of Bece Legend Group Co.Ltd(000803) (hereinafter referred to as "the company" or " Bece Legend Group Co.Ltd(000803) "), 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 administrative measures) and other relevant laws, regulations and normative documents issued by the China Securities Regulatory Commission (hereinafter referred to as the CSRC), and the Bece Legend Group Co.Ltd(000803) articles of Association (hereinafter referred to as the articles of association) According to the relevant provisions of Bece Legend Group Co.Ltd(000803) phase II restricted stock incentive plan (Draft) (hereinafter referred to as the incentive plan (Draft)), this legal opinion is issued on the granting of restricted shares involved in the implementation of phase II restricted stock incentive plan (hereinafter referred to as the "incentive plan").
For the issuance of this legal opinion, our lawyer hereby makes the following statement:
(I) the company has provided the original written materials, copies, photocopies, confirmation letters or certificates required by the firm and the handling lawyer to issue this legal opinion. The documents and materials provided by the company to the firm and the handling lawyer are true, accurate, complete and effective, without concealment, falsehood and major omissions, and the documents and materials are copies or photocopies, It is consistent with the original;
(II) the company only gives legal opinions on the issues related to the value of the shares granted and the company's accounting standards, but not the legal opinions related to the company's financial standards;
(III) in accordance with the provisions of 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), as well as the facts that have occurred or exist before the date of issuance of this legal opinion, the firm and its handling lawyers have strictly performed their statutory duties and followed the principles of diligence and good faith, Full verification and verification have been carried out to ensure that the facts identified in this legal opinion are true, accurate and complete, the concluding opinions issued are legal and accurate, and there are no false records, misleading statements or major omissions, and bear corresponding legal liabilities;
(IV) the exchange and the handling lawyer agree to publicly disclose this legal opinion as one of the necessary documents granted by the company this time along with other announcement documents, and agree to bear corresponding responsibilities for the legal opinion issued by the exchange according to law. 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 grant, but when the company makes the above quotation, it shall not cause legal ambiguity or misinterpretation due to the quotation. The exchange has the right to review and confirm the corresponding contents of the above relevant documents again;
(V) this legal opinion is only for the purpose of this grant and shall not be used for any other purpose.
Based on the above, in accordance with the provisions of relevant laws and regulations, and in accordance with the recognized business standards, ethics and diligence spirit of the lawyer industry, our lawyers hereby issue the following legal opinions: I. approval and authorization of this grant
(I) on January 24, 2022, the company held the 47th meeting of the 10th board of directors, deliberated and adopted the proposal on the company's second restricted stock incentive plan (Draft) and its summary Proposal on the management measures for the implementation and assessment of the second phase of restricted stock incentive plan of the company and proposal on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to the second phase of restricted stock incentive plan of the company. Independent directors of the company expressed independent opinions.
On January 24, 2022, the company held the 28th meeting of the 10th board of supervisors, deliberated and adopted the proposal on the company's second restricted stock incentive plan (Draft) and its summary Proposal on the management measures for the implementation and assessment of the second phase of restricted stock incentive plan of the company and proposal on verifying the list of incentive objects of the second phase of restricted stock incentive plan of the company.
(II) from January 25, 2022 to February 7, 2022, the company publicized the list of incentive objects of the incentive plan. During the publicity period, the board of supervisors of the company did not receive any objection to the list of incentive objects of the incentive plan. On February 9, 2022, the company disclosed the review opinions and publicity statement on the list of incentive objects granted for the first time in the second phase of the company's restricted stock incentive plan.
(III) on February 16, 2022, the company held the first extraordinary general meeting of shareholders in 2022, deliberated and adopted the proposal on the company's second restricted stock incentive plan (Draft) and its summary Proposal on the management measures for the implementation and assessment of the second phase of restricted stock incentive plan of the company and proposal on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to the second phase of restricted stock incentive plan of the company. As the collector, Li Heng, an independent director, solicited the entrusted voting rights of all shareholders of the company for the deliberation of relevant proposals of the incentive plan at the general meeting of shareholders.
On February 17, 2022, the company disclosed the self inspection report on insider trading of the company's shares by insiders of the second phase of restricted stock incentive plan, which confirmed that there was no disclosure of insider information within 6 months before the company's first public disclosure of the draft incentive plan, There is no insider information insider trading company stocks through insider information.
(IV) on March 4, 2022, the company held the 50th meeting of the 10th board of directors. According to the authorization of the company's first extraordinary general meeting in 2022, the proposal on adjusting the list and number of incentive objects granted for the first time in the second phase of restricted stock incentive plan was deliberated and adopted According to the proposal on the first grant of restricted shares to the incentive objects of the second phase of restricted stock incentive plan and other proposals, the board of directors considered that the grant conditions specified in the incentive plan had been met, and determined that the grant date was March 4, 2022. 9 million restricted shares were granted to 131 incentive objects at a grant price of 11.02 yuan / share. Independent directors of the company expressed independent opinions.
On March 4, 2022, the company held the 29th meeting of the 10th board of supervisors, deliberated and approved the proposal on adjusting the list and number of incentive objects granted for the first time in the second phase of the restricted stock incentive plan, the proposal on granting restricted shares to the incentive objects of the second phase of the restricted stock incentive plan for the first time, and other proposals, The board of supervisors believes that the subject qualification of the incentive objects to be granted restricted shares is legal and valid, and meets the conditions for granting restricted shares. The conditions for the incentive objects to be granted restricted shares set in the company's incentive plan have been met. It agrees that the grant date is March 4, 2022, and 9 million restricted shares will be granted to 131 incentive objects. As of the date of approval of the draft incentive plan and the relevant legal opinions issued by the company, the legal opinions granted by the company have been complied with. 2、 Adjustment of this incentive plan
Among the incentive objects to be granted in this incentive plan, 13 incentive objects voluntarily give up their incentive qualification for personal reasons, and 2 do not meet the incentive object qualification of this incentive plan due to resignation. According to the incentive plan (Draft) and the authorization of the company's first extraordinary general meeting in 2022, The board of directors plans to adjust the list and number of incentive objects granted for the first time in this incentive plan. The specific adjustment contents are as follows: the number of incentive objects granted for the first time in the incentive plan is adjusted from 146 to 131. The restricted stock shares generated by the resignation of the incentive object and the voluntary abandonment of subscription for personal reasons of the incentive object are distributed to other existing incentive objects. The number of restricted stock shares granted for the first time remains unchanged, still 9 million A-share common shares. The reserved grant part is changed from 2.249 million shares to 2.2 million shares, and the total number of restricted shares granted under the incentive plan is adjusted from 11.249 million shares to 11.2 million shares.
The lawyers of the firm believe that the adjustment of the incentive plan complies with the company law, securities law, administrative measures and other relevant laws, regulations, normative documents and the relevant provisions of the incentive plan (Draft), which is legal and effective. 3、 The grant date of restricted shares in this incentive plan
(I) according to the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the second phase of the company's restricted stock incentive plan, which was deliberated and adopted at the first extraordinary general meeting of shareholders in 2022, the general meeting of shareholders of the company authorized the board of directors to determine the grant date of the restricted stock incentive plan.
(II) according to the proposal on granting restricted shares to the incentive objects of the second phase of restricted stock incentive plan for the first time deliberated and adopted at the 50th meeting of the 10th board of directors of the company, the grant date of this incentive plan is determined to be March 4, 2022.
(III) on March 4, 2022, the independent directors of the company expressed independent opinions on the granting of restricted shares to incentive objects, and agreed that the granting date of the company's restricted stock incentive plan was March 4, 2022.
(IV) after confirmation by the company and verification by the lawyers of the firm, the grant date of the incentive plan determined by the board of directors of the company is the trading day, which is within 60 days from the date when the incentive plan (Draft) and its summary are deliberated and approved by the general meeting of shareholders of the company, and is not within the interval specified in the incentive plan (Draft) and shall not be used as the grant date.
Our lawyers believe that the granting date of this incentive plan determined by the board of directors of the company complies with the relevant provisions of the company law, the securities law, the administrative measures, the articles of association and the incentive plan (Draft). 4、 Incentive objects, grant quantity and price of restricted shares granted this time
(I) incentive object
According to the proposal on the second phase of restricted stock incentive plan (Draft) and its summary deliberated and adopted at the first extraordinary general meeting of the company in 2022, and the proposal on adjusting the list and number of incentive objects granted for the first time in the second phase of restricted stock incentive plan adopted at the 50th meeting of the 10th board of directors of the company According to the proposal on granting restricted shares to the incentive objects of the second phase of restricted stock incentive plan for the first time, a total of 131 incentive objects were granted this time. Independent directors have expressed independent opinions on this grant. The 29th meeting of the 10th board of supervisors of the company has considered and approved the proposal on adjusting the list and number of incentive objects granted for the first time in the second phase of restricted stock incentive plan and the proposal on granting restricted shares to incentive objects of the second phase of restricted stock incentive plan for the first time, The list of incentive objects granted this time was reviewed.
After verification, the lawyers of the firm believe that the list of incentive objects granted this time does not have the situation that they cannot be the incentive objects of the incentive plan as stipulated in the company law, securities law, administrative measures and other relevant laws, regulations and normative documents and the incentive plan (Draft).
(II) grant quantity and price
According to the provisions of the incentive plan (Draft) and the proposal on granting restricted shares to the incentive objects of the second phase of restricted stock incentive plan for the first time deliberated and adopted at the 50th meeting of the 10th board of directors, the number of shares granted this time is 9 million and the grant price is 11.02 yuan / share.
The lawyers of the firm believe that the incentive objects and the number of restricted shares granted this time comply with the relevant laws, regulations and normative documents such as the company law, the securities law and the administrative measures, as well as the relevant provisions of the incentive plan (Draft). 5、 Grant conditions of this incentive plan
According to the company law, securities law, administrative measures and other relevant laws and regulations, normative documents and incentive plan (Draft), the following preconditions shall be met at the same time:
(I) the company is not under any of the following circumstances:
1. The financial and 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, 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.
(II) the incentive object does not have any of the following situations:
1. Being identified as an inappropriate candidate by the stock exchange within the last 12 months;
2. In the last 12 months, it has been identified as an inappropriate candidate by the CSRC and its dispatched offices;
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. 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 the equity incentive of listed companies according to laws and regulations;
6. Other circumstances recognized by the CSRC.
After verification by our lawyers and confirmation by the company and the incentive object, as of the date of issuance of this legal opinion, the granting conditions of the company's incentive plan have been met.
Our lawyers believe that the company's granting of restricted shares to incentive objects complies with the company law, securities law, administrative measures and other relevant laws and regulations, normative documents and relevant provisions of the incentive plan (Draft). 6、 Concluding observations
In conclusion, our lawyers believe that as of the date of issuance of this legal opinion, the adjustment and grant of the company's incentive plan have obtained the necessary approval and authorization at this stage, and the incentive object and grant of the restricted stock incentive plan
