Beijing Jindu law firm Shanghai Branch
About Aerosun Corporation(600501)
Of A-share restricted stock equity incentive plan (Draft)
Legal opinion
To: Aerosun Corporation(600501)
Entrusted by Aerosun Corporation(600501) (hereinafter referred to as the company or Aerosun Corporation(600501) ), Beijing Jindu law firm Shanghai Branch (hereinafter referred to as Jindu or the office) is the special legal adviser for the company’s 2021 restricted stock equity incentive plan (hereinafter referred to as the plan or the restricted stock 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 administrative measures), the Trial Measures for the implementation of equity incentive by state-controlled listed companies (domestic) (hereinafter referred to as the trial measures), and the guidelines for the implementation of equity incentive by listed companies controlled by central enterprises (hereinafter referred to as the Trial Measures) Work guidelines), notice on issues related to regulating the implementation of equity incentive system by state-controlled listed companies, and other laws and administrative regulations This legal opinion is issued in accordance with the relevant provisions of departmental rules and normative documents (hereinafter referred to as laws and regulations) and the Aerosun Corporation(600501) articles of Association (hereinafter referred to as the articles of association) on the relevant matters involved in the implementation of the plan by the company.
According to the securities law, 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 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.
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, prepared and implemented the inspection plan, personally collected evidence materials, and consulted the documents that need to be consulted according to the regulations and other documents that Kindu believes must be consulted. When the company guarantees that the original written materials, copies, copies, confirmation letters or certificates required by Jindu to issue this legal opinion are provided, 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 interview, written review, field investigation and review to verify and confirm the relevant facts.
Kindu only gives opinions on legal issues related to the company’s plan, And only express legal opinions in accordance with the current laws and regulations of the people’s Republic of China (for the purpose of this legal opinion, excluding Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan, hereinafter referred to as China), and do not express legal opinions in accordance with any laws outside China. Jindu does not give legal opinions on Aerosun Corporation(600501) involved in the company’s plan Express opinions on the rationality of stock value, assessment standards and other issues, 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 regarded 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, Aerosun Corporation(600501) or other relevant units to issue legal opinions.
Kindu agrees to Aerosun Corporation(600501) take this legal opinion as a necessary legal document for the company to implement this plan, report or announce it together with other materials, and bear corresponding legal responsibilities.
This legal opinion is only used by the company for the purpose of implementing the 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 the 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 and the relevant provisions of the China Securities Regulatory Commission (hereinafter referred to as the CSRC), and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, Jindu hereby issues the legal opinions as follows:
1、 The subject qualification of the company to implement equity incentive
(i) With the approval of the reply on Approving the initial issuance of shares by Nanjing Aerosun Corporation(600501) Application Technology Co., Ltd. (Zheng Jian FA FA Zi [2001] No. 31) by China Securities Regulatory Commission and the notice on the listing and trading of RMB common shares of Nanjing Aerosun Corporation(600501) Application Technology Co., Ltd. (szsz Zi [2001] No. 85) by Shanghai Stock Exchange (hereinafter referred to as Shanghai Stock Exchange) The stock was listed and traded on Shanghai Stock Exchange on June 15, 2001. The stock is abbreviated as ” Aerosun Corporation(600501) ” and the stock code is “600501”.
（2） According to the business license (Unified Social Credit Code: 91320000714091899r) issued by Jiangsu market supervision and Administration Bureau held by the company and logged into the national enterprise credit information publicity system through our lawyer（ http://www.gsxt.gov.cn./ ）The address of Aerosun Corporation(600501) is No. 188, Tianyuan Middle Road, Jiangning Economic and Technological Development Zone, Nanjing, the legal representative is Xue Liang, and the registered capital is 42.12836 million yuan, The company type is limited liability company (listed), and its business scope is “pressure vessel design, manufacturing and sales. Scientific research, production, sales and technical service of transportation equipment, environmental protection equipment and sanitation vehicles, pipe products and accessories, ordinary machinery and accessories. 1 Nanjing Aerosun Corporation(600501) Application Technology Co., Ltd. was renamed” Nanjing Aerosun Corporation(600501) “on June 18, 2003 , changed its name to ” Aerosun Corporation(600501) ” on December 24, 2004.
Manufacturing and sales of mining machinery and accessories, automatic control systems and equipment, instruments and meters, electronic products, non-metallic products and arts and crafts; Development of laser gyro and its inertial measurement unit system, dynamic communication system, telemetry system, electronic and electromechanical products; Self support and agency of import and export business of various commodities and technologies; Scientific and technological development, consulting services, industrial investment, equipment installation, professional contracting of steel structure engineering; China trade; House leasing; General contracting of construction projects; Technical research and test related to environmental engineering, urban waste removal and transportation service, urban waste treatment service, public toilet management service, highway maintenance service, urban water area treatment service, river and lake treatment service, reservoir pollution treatment service, greening management, building exterior wall cleaning service; Mechanical equipment leasing; Used car sales; Recycling of recycled materials. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments). ”
According to the business license provided by the company and registered in the national enterprise credit information publicity system by our lawyers（ http://www.gsxt.gov.cn./ ）. China Securities Regulatory Commission “Securities and futures market dishonesty record query platform”（ http://neris.csrc.gov.cn./shixinchaxun/ ）As of the issuance date of this legal opinion, Aerosun Corporation(600501) is a joint stock limited company established and validly existing according to law.
（3） According to the audit report (tzz [2021] No. 10868) and internal control audit report (tzz [2021] No. 10870) issued by Tianzhi International Certified Public Accountants (special general partnership), the annual report of Aerosun Corporation(600501) in recent three years and the description of the company, and the lawyer of the firm logs in the “inquiry platform of dishonesty records in Securities and futures market” 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/ ）”Regulatory information disclosure” of Shanghai Stock Exchange（ http://www.sse.com..cn./disclosure/credibility/supervision/measures/ ）Credit China website（ https://www.creditchina.gov.cn./ ）National enterprise credit information publicity system（ http://www.gsxt.gov.cn./ ）. China executive information disclosure network（ http://zxgk.court.gov.cn./zhixing/ ）As of the date of issuance of this legal opinion, Aerosun Corporation(600501) there are no following circumstances that the equity incentive plan shall not be implemented as stipulated in Article 7 of the administrative measures:
1. The financial 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 latest 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 prohibited by laws and regulations;
5. Other circumstances recognized by the CSRC.
（4） According to the company’s instructions, the articles of association, relevant internal management systems, the rules of procedure of the company’s general meeting of shareholders, the board of directors and the board of supervisors and the resolutions of the recent three years’ meetings, the audit report of tianshiye Zi [2021] No. 10868 and the internal control audit report of tianshiye Zi [2021] No. 10870, and verified by our lawyers, as of the date of issuance of this legal opinion, the company has The conditions for the implementation of equity incentive stipulated in Article 5 of the trial measures and Article 6 of the work guidelines:
1. The corporate governance structure is standardized, the shareholders’ meeting, the board of directors and the management are well organized and their responsibilities are clear. The system of electing and replacing directors at the general meeting of shareholders is sound, and the board of directors has the right to select, employ, assess and motivate senior managers.
2. The number of external directors (including independent directors) shall reach more than half of the members of the board of directors. The remuneration and assessment committee is composed of all external directors. The remuneration and assessment committee has a sound system, perfect rules of procedure and standardized operation.
3. The basic management system is standardized, the internal control system and performance appraisal system are sound, and the three system reforms are in place. A labor employment, performance evaluation, salary and welfare system has been established that meets the requirements of market competition and modern enterprise system.
4. The development strategy is clear, the asset quality and financial status are good, and the operating performance is stable. There have been no violations of laws and regulations in financial accounting, income distribution and salary management in the past three years.
5. Improve the economic responsibility audit, information disclosure, deferred payment, recourse deduction and other restraint mechanisms symmetrical to the incentive mechanism.
6. Other conditions stipulated by the securities regulatory authority.
In conclusion, the exchange believes that as of the date of issuance of this legal opinion, Aerosun Corporation(600501) is a joint stock limited company established and effectively existing according to law, there is no situation that it is not allowed to implement or propose equity incentive plan as stipulated in Article 7 of the management measures, Aerosun Corporation(600501) has the subject qualification for implementing equity incentive plan as stipulated in the management measures, trial measures and work guidelines.
2、 Legality and compliance of the contents of this restricted stock incentive plan
On December 27, 2021, the company held the fifth meeting of the seventh board of directors, deliberated and adopted the Aerosun Corporation(600501) 2021 restricted stock incentive plan (Draft) (hereinafter referred to as the incentive plan (Draft) and its summary. According to the incentive plan (Draft), the main contents of this restricted stock incentive plan are as follows:
(i) Purpose of this restricted stock incentive plan
According to the incentive plan (Draft), the purpose of this restricted stock incentive plan is to further establish and improve the company’s long-term incentive mechanism, attract and retain talents, fully mobilize the enthusiasm of core employees, and effectively combine the interests of shareholders, the company and employees.
The exchange believes that the plan defines the implementation purpose and complies with the provisions of item (I) of Article 9 of the administrative measures. （2） Determination basis and scope of incentive objects
1. Determination basis of incentive object
According to the incentive plan (Draft), the incentive objects of the plan are determined on the basis of relevant laws, regulations, normative documents such as the company law, the securities law, the management measures, the trial measures and the articles of association. The incentive objects of the plan are the directors, senior managers, middle managers and core backbone employees of the company when the plan is implemented.
2. Scope of incentive objects
According to the incentive plan (Draft), a total of 219 incentive objects are granted for the first time in the plan, including directors, senior managers, middle managers and core backbone employees of the company, excluding independent directors and supervisors of the company. All incentive objects work in the company (including branches) or wholly-owned and holding subsidiaries and have been connected with the company (including branches) or wholly-owned and holding subsidiaries sign labor contracts or employment contracts and receive remuneration.
According to the incentive plan (Draft), the plan sets up some reserved restricted shares, and the incentive objects of the reserved shares shall be determined within 12 months after the plan is considered and approved by the general meeting of shareholders; if the incentive objects are not specified for more than 12 months, the reserved rights and interests shall be invalid. The basis and scope for determining the reserved incentive objects are the same as those for the first grant. According to the incentive plan (Draft), the resolution of the 5th meeting of the 7th board of directors, the resolution of the 4th meeting of the 7th board of supervisors, the independent opinions of independent directors on the plan, the statement issued by the company, and the lawyers of the exchange log in to the “catalogue website of securities and Futures supervision and management information disclosure” of CSRC（ http://www.csrc.gov.cn./pub/zjhpublic/ ）. China Securities Regulatory Commission “Securities and futures market dishonesty record query platform”（ http://neris.csrc.gov.cn./shixinchaxun/ ）. website of Jiangsu regulatory bureau of China Securities Regulatory Commission（ http://www.csrc.gov.cn./pub/jiangsu/ ）”Regulatory information disclosure” of Shanghai Stock Exchange（ http://www
