Jiangxi Huabang law firm
About Jiangxi Zhengbang Technology Co.Ltd(002157)
2019 restricted stock incentive plan
Repurchase and cancellation of some restricted shares
Legal opinion
Jiangxi Huabang law firm
December, 2001
Floor 7-8, poly center, Honggu North Avenue, Honggutan new area, Nanchang, Jiangxi, China zip code: 330038 Tel: (0791) 8689128689135186891311 Fax: (0791) 86891347
Jiangxi Huabang law firm
About Jiangxi Zhengbang Technology Co.Ltd(002157)
2019 restricted stock incentive plan
Repurchase and cancellation of some restricted shares
Legal opinion
To: Jiangxi Zhengbang Technology Co.Ltd(002157)
Jiangxi Huabang law firm (hereinafter referred to as "the firm") has accepted the entrustment of Jiangxi Zhengbang Technology Co.Ltd(002157) (hereinafter referred to as " Jiangxi Zhengbang Technology Co.Ltd(002157) " or "the company") to act as the special legal adviser on the matters of Jiangxi Zhengbang Technology Co.Ltd(002157) 2019 restricted stock incentive plan (hereinafter referred to as "the equity incentive plan") Securities Law of the people's Republic of China (hereinafter referred to as "Securities Law"), measures for the administration of equity incentive of listed companies (hereinafter referred to as "administrative measures"), and other laws Regulations and other normative documents and the Jiangxi Zhengbang Technology Co.Ltd(002157) 2019 restricted stock incentive plan (hereinafter referred to as the "equity incentive plan"), in accordance with the business standards, ethics and diligence recognized by the lawyer industry, repurchase and cancel some restricted shares (hereinafter referred to as "this repurchase and cancellation") for Jiangxi Zhengbang Technology Co.Ltd(002157) This equity incentive plan ）Issue this legal opinion.
In order to issue this legal opinion, the office and the handling lawyer hereby make the following statement:
(i) The firm and its handling lawyers shall express legal opinions in accordance with the provisions of the company law, the securities law, the administrative measures, the administrative measures for the engagement of law firms in securities legal business, the practicing rules for securities legal business of law firms (for Trial Implementation) and other laws and regulations, as well as the facts that have occurred or exist before the issuance date of this legal opinion.
（2） The firm and its handling lawyers have strictly performed their statutory duties in accordance with the provisions of relevant laws and regulations, 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, the concluding opinions issued are legal and accurate, and there are no false records, misleading statements or major omissions And bear corresponding legal liabilities.
（3） The firm and the handling lawyer only express opinions on the legal matters related to the repurchase cancellation, and do not express opinions on professional matters such as accounting and auditing. The firm and the handling lawyer do not have the legal qualification to check and judge such professional matters. The firm and the handling lawyer make statements, data or accounting statements related to such professional matters in this legal opinion The quotation of professional reports such as reports and audit reports does not mean that the exchange and the handling lawyer make any express or implied guarantee for the authenticity and effectiveness of these quoted contents. （4） The company has guaranteed that the information, documents or materials related to this legal opinion provided to the exchange are true, accurate, complete and effective, and there are no false records, misleading statements or major omissions; if the documents and materials are copies or copies, the contents are consistent with the original or the original; the signatories of all documents have full capacity for civil conduct, and their signatures The act has been properly and effectively authorized; The signatures and seals on all documents or materials are authentic.
（5） For the fact that this legal opinion is very important and can not be supported by independent evidence, the office and the handling lawyer rely on the certificates or confirmation documents issued or provided by relevant government departments, relevant units or relevant persons and the publicly available information of the competent department to express legal opinions, which confirm the authenticity, effectiveness, integrity and accuracy of the documents or information The unit or person that issues such certificates, confirmation documents or publishes such public information shall bear the responsibility.
（6） The exchange agrees to take this legal opinion as a necessary legal document for the company's repurchase cancellation, report it to Shenzhen stock exchange together with other materials and make relevant information disclosure.
（7） This legal opinion is only for the purpose of the company's repurchase cancellation, and shall not be used for any other purpose without the written consent of the exchange.
In view of this, the contents of this legal opinion issued by the exchange are as follows:
1、 Approval and authorization for cancellation of this repurchase
1. On December 25, 2019, the company held the second meeting of the sixth board of directors and the first meeting of the sixth board of supervisors respectively, and deliberated and adopted the
<公司 2019 年限制性股票激励计划（草案）>
And its summary
<公司 2019 年限制性股票激励计划实施考核管理办法>
Proposal on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to the company's restricted stock incentive plan in 2019, and the independent directors of the company expressed their independent opinions on the incentive plan. The board of supervisors of the company issued review opinions on the company's 2019 restricted stock incentive plan (Draft) and the list of incentive objects of the incentive plan.
2. From December 26, 2019 to January 4, 2020, the company publicized the names and positions of the list of incentive objects to be granted under the incentive plan. During the publicity period, the board of supervisors did not receive any objection to the company's proposed incentive objects. The board of supervisors of the company granted the incentive plan for the first time in combination with the publicity
The list of incentive objects was verified, and the verification opinions and publicity instructions on the list of incentive objects first granted by the company's 2019 restricted stock incentive plan were disclosed on January 7, 2020.
3. On January 10, 2020, the company held the first extraordinary general meeting of shareholders in 2020 and deliberated and adopted the
<公司 2019 年限制性股票激励计划（草案）>
And its summary
<公司 2019 年限制性股票激励计划实施考核管理办法>
The proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company's 2019 restricted stock incentive plan, and disclosed the self inspection report on the trading of the company's shares by insiders of the 2019 restricted stock incentive plan, The company conducted a self-examination on the trading of the company's shares by insiders within 6 months before the announcement of the incentive plan, and found that the insiders did not use the insider information related to the incentive plan for stock trading.
4. On January 20, 2020, the company held the third meeting of the sixth board of directors and the second meeting of the sixth board of supervisors respectively, deliberated and adopted the proposal on granting restricted shares to incentive objects for the first time, and agreed to grant 52.48 million restricted shares to 1391 incentive objects for the first time on January 20, 2020, The grant price is 7.56 yuan / share. The independent directors of the company have expressed independent opinions on relevant matters, and the board of supervisors has verified the list of incentive objects granted with restricted shares and expressed their consent.
5. On March 2, 2020, the company held the fifth meeting of the sixth board of directors and the third meeting of the sixth board of supervisors respectively, deliberated and adopted the proposal on granting restricted shares to the incentive object suspended, and agreed to grant 150000 restricted shares to Mr. Wang Yonghong, the incentive object suspended, with March 2, 2020 as the grant date, The grant price is 7.56 yuan / share. The independent directors of the company have expressed independent opinions on relevant matters, and the board of supervisors has verified the list of incentive objects granted with restricted shares and expressed their consent.
6. On May 21, 2020, the company held the 7th Meeting of the 6th board of directors and the 5th meeting of the 6th board of supervisors respectively, deliberated and adopted the proposal on adjusting the exercise price of stock options and the repurchase price of restricted shares. Since the company implemented the 2019 equity distribution in May 2020, after deliberation by the board of directors, Agree to adjust the repurchase price of restricted shares. After this adjustment, the repurchase price of restricted shares that have not lifted the restrictions on sale for the first time granted by the restricted stock incentive plan in 2019 shall be adjusted from 7.56 yuan / share to 7.49 yuan / share; The proposal on repurchase and cancellation of some restricted shares in 2017, 2018 and 2019 was deliberated and adopted. The board of directors of the company decided to repurchase and cancel all 200000 shares of restricted shares granted but not lifted by 7 resigned personnel (all objects of initial grant).
7. On July 2, 2020, the company held the 10th meeting of the 6th board of directors and the 8th meeting of the 6th board of supervisors respectively, deliberated and adopted the proposal on granting reserved restricted shares to incentive objects, and uniformly determined to grant 5.37 million reserved restricted shares to 260 incentive objects on July 2, 2020, The grant price is 9.08 yuan / share. The independent directors of the company have expressed independent opinions on relevant matters, and the board of supervisors has verified the list of incentive objects granted with restricted shares and expressed their consent. 8. On August 10, 2020, the company held the 11th meeting of the 6th board of directors and the 9th meeting of the 6th board of supervisors respectively, deliberated and adopted the proposal on repurchase and cancellation of some restricted shares in 2017, 2018 and 2019, The board of directors of the company decided to grant a total of 350000 restricted shares granted but not yet lifted to 14 resigned personnel (all objects of initial grant) for repurchase and cancellation.
9. On August 27, 2020, the company held the 13th meeting of the 6th board of directors and the 11th meeting of the 6th board of supervisors respectively, deliberated and adopted the proposal on repurchase and cancellation of some restricted shares in 2019, The board of directors of the company decided to repurchase and cancel all 190000 shares of restricted shares granted but not yet lifted by the four resigned personnel (all objects of initial grant).
10. On October 19, 2020, the company held the 15th meeting of the 6th board of directors and the 12th meeting of the 6th board of supervisors respectively, deliberated and adopted the proposal on repurchase and cancellation of some restricted shares in 2018 and 2019, The board of directors of the company decided to buy back and cancel all restricted shares granted to 18 leavers, totaling 980000 shares (including 560000 shares granted to 16 employees for the first time and 420000 shares granted to 2 employees for the reserved part).
11. On February 25, 2021, the company held the 23rd Meeting of the 6th board of directors and the 17th meeting of the 6th board of supervisors respectively, deliberated and adopted the proposal on repurchase and cancellation of some restricted shares in 2018 and 2019, and the board of directors of the company decided to punish 103 resigned A total of 2078500 shares (including 1768500 shares for the first time for 87 and 310000 shares for 16) of the incentive objects who failed to meet the assessment or did not meet the incentive conditions of the company for other reasons. All or part of the restricted shares that have been granted but have not been lifted shall be repurchased and cancelled. The board of supervisors and independent directors of the company expressed their opinions on the above matters.
12. On June 9, 2021, the company held the 28th meeting of the 6th board of directors and the 20th meeting of the 6th board of supervisors respectively, deliberated and adopted the proposal on adjusting the exercise price of stock options and the repurchase price of restricted shares. Since the company implemented the equity distribution in 2020 in June 2021, after deliberation by the board of directors, Agree to adjust the repurchase price of restricted shares. After this adjustment, the repurchase price of restricted shares that have not been released for the first time under the restricted stock incentive plan in 2019 shall be adjusted from 7.49 yuan / share to 6.79 yuan / share, and the repurchase price of restricted shares that have not been unlocked under the reserved grant shall be adjusted from 9.08 yuan / share to 8.38 yuan / share.
13. On June 21, 2021, the company held the 29th meeting of the sixth board of directors and the 21st Meeting of the sixth board of supervisors respectively, deliberated and adopted the proposal on repurchase and cancellation of some restricted shares in 2018, 2019 and 2021, The board of directors of the company has decided to grant a total of 1630000 shares to 95 leavers (including 81 persons for the first time, 1400000 shares in total; 14 persons reserved, 230000 shares in total) all restricted shares granted but not yet lifted shall be repurchased and cancelled. The company will handle matters related to repurchase and cancellation in accordance with the relevant provisions of the restricted stock incentive plan. The board of supervisors and independent directors of the company expressed their opinions on the above matters.
14. On August 30, 2021, the company held the 30th meeting of the 6th board of directors and the 22nd Meeting of the 6th board of supervisors respectively, deliberated and adopted the proposal on repurchase and cancellation of some restricted shares in 2019 and 2021, The board of directors of the company decided to grant a total of 2885000 shares to 151 leavers (including 121 persons for the first time, totaling 2295000 shares; 30 persons reserved, totaling 590000 shares) all restricted shares granted but not yet lifted shall be repurchased and cancelled. The company will handle matters related to repurchase and cancellation in accordance with the relevant provisions of the restricted stock incentive plan. The board of supervisors and independent directors of the company expressed their opinions on the above matters. 15. On December 27, 2021, The company held the 34th meeting of the 6th board of directors and the 26th meeting of the 6th board of supervisors respectively, deliberated and adopted the proposal on repurchase and cancellation of some restricted shares in 2019, and the board of directors of the company decided to cancel 134 employees
