Floor 5, block C, shoukai happiness Plaza, Xindong Road, Chaoyang District, Beijing
5th Floor, Building C,The International Wonderland, Xindong Road, Chaoyang District, Beijing
Zip code: 100027 Tel: 86-010-50867666 Fax: 86-010-65527227
Email / e-mail: [email protected].
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Beijing Kangda law firm
about
Beijing Starneto Technology Co.Ltd(002829)
Cancel some stock options granted but not exercised
of
Legal opinion
Kangda FA Yi Zi [2021] No. 4212
December, 2021
interpretation
In this document, unless the context otherwise requires, the following words have the following meanings:
Beijing Kangda law firm
Beijing Starneto Technology Co.Ltd(002829) / company Beijing Starneto Technology Co.Ltd(002829)
Company law, company law of the people’s Republic of China
Securities Law of the people’s Republic of China
Lawyer law, lawyer law of the people’s Republic of China
Securities legal business management measures for the administration of securities legal business by law firms, rules for the practice of securities legal business by law firms (Trial) (Trial), measures for the administration of equity incentive and measures for the administration of equity incentive of listed companies (revised in 2018)
Memorandum, Memorandum No. 1 on matters related to equity incentive, Memorandum No. 2 on matters related to equity incentive and Memorandum No. 3 on matters related to equity incentive
Legal opinion of Beijing Kangda law firm on the cancellation of some granted but not exercised stock options by Beijing Beijing Starneto Technology Co.Ltd(002829) Technology Co., Ltd. (Kangda Fayi Zi [2021] No. 4212)
Articles of association Beijing Starneto Technology Co.Ltd(002829) articles of Association
China Securities Regulatory Commission
Stock exchange Shenzhen Stock Exchange
The incentive plan Beijing Starneto Technology Co.Ltd(002829) implements the 2021 stock option incentive plan
Incentive plan Beijing Starneto Technology Co.Ltd(002829) 2021 stock option incentive plan (Draft)
Measures for the administration of Beijing Starneto Technology Co.Ltd(002829) 2021 stock option incentive plan
The grant date is the date on which the company grants rights and interests to the incentive object. The grant date must be the transaction date
RMB yuan
Beijing Kangda law firm
about
Beijing Starneto Technology Co.Ltd(002829)
Cancel some stock options granted but not exercised
of
Legal opinion
Kangda FA Yi Zi [2021] No. 4212 to: Beijing Starneto Technology Co.Ltd(002829)
The exchange has accepted the entrustment of Beijing Starneto Technology Co.Ltd(002829) as the special legal adviser for the implementation of the incentive plan of the company, in accordance with the company law, the securities law, the lawyer law and the measures for the administration of securities legal business Express legal opinions in accordance with the provisions of current laws, regulations, rules and other normative documents such as the securities legal business practice rules (for Trial Implementation), the measures for the administration of equity incentive, the memorandum and so on.
Our lawyers only express legal opinions based on the facts that have occurred or existed before the date of issuance of this legal opinion. The lawyers of the firm shall determine whether the inspected items are legal, compliant, true and effective, Is currently valid (or effective when the fact occurs) laws, regulations, rules, normative documents, approval and confirmation made by competent government departments, documents directly obtained by our lawyers from state organs, organizations with the function of managing public affairs, accounting firms, asset evaluation institutions, credit rating agencies, notaries and other public institutions, or our lawyers from the above public institutions Make judgment based on the materials copied and copied by the organization and confirmed by the organization; For documents not directly obtained from the above public institutions, or materials copied and copied by lawyers from the above public institutions but not confirmed by the above public institutions, our lawyers have conducted necessary verification and verification.
Our lawyers are not qualified to make professional judgment on accounting, auditing, asset evaluation and other non legal matters. Our lawyers’ legal opinions based on the documents directly obtained from accounting firms and asset appraisal institutions do not mean any express or implied guarantee for the authenticity, accuracy and completeness of the data and conclusions in the documents.
Our lawyers have strictly performed their statutory duties, followed the principles of diligence and good faith, and ensured that the facts identified in this 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 in this legal opinion. Our lawyers shall bear corresponding legal liabilities for the legal opinions issued according to law.
Beijing Starneto Technology Co.Ltd(002829) has assured the exchange that the written materials or oral testimony provided by it are true, accurate and complete, the relevant copies or copies are consistent with the original, and there are no false records, misleading statements or major omissions in any documents or facts provided.
This legal opinion is only Beijing Starneto Technology Co.Ltd(002829) used for the purpose of implementing the incentive plan, and shall not be used for other purposes.
Our lawyers agree that Beijing Starneto Technology Co.Ltd(002829) may quote some or all of the contents of this legal opinion in the relevant filing or announcement documents of the incentive plan or as required by the CSRC, but Beijing Starneto Technology Co.Ltd(002829) shall not cause legal ambiguity or misinterpretation due to quotation.
Following the principles of prudence and importance, our lawyers independently, objectively and impartially issue the following legal opinions on the basis of checking relevant materials and facts:
text
1、 Approval and authorization of this incentive plan
1. On March 18, 2021, the third meeting of the Fourth Board of directors of the company deliberated and adopted the
<2021 年股票期权激励计划（草案）>
And its abstract
<2021 年股票期权激励计划实施考核管理办法>
And the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the 2021 stock option incentive plan, which were deliberated and adopted at the third meeting of the Fourth Board of supervisors, and the independent directors of the company expressed independent opinions.
2. From March 19, 2021 to March 28, 2021, the company publicized the names and positions of the incentive objects to be granted. On March 31, 2021, the board of supervisors of the company issued the review opinions and publicity statement of the board of supervisors on the list of incentive objects of the company’s 2021 stock option incentive plan.
3. On April 6, 2021, the second extraordinary general meeting of the company in 2021 deliberated and adopted the
<2021 年股票期权激励计划（草案）>
And its abstract
<2021 年股票期权激励计划实施考核管理办法>
The board of directors of the company is authorized to determine the grant date of stock options, grant stock options to incentive objects when incentive objects meet the conditions, and handle all matters necessary for the grant of stock options; At the same time, the company disclosed the self inspection report on the trading of the company’s shares by insiders and incentive objects of the stock option incentive plan in 2021 according to the verification of the trading of the company’s shares by insiders.
4. On May 20, 2021, the fifth meeting of the Fourth Board of directors and the fifth meeting of the Fourth Board of supervisors deliberated and adopted the proposal on adjusting matters related to the 2021 stock option incentive plan and the proposal on granting stock options to incentive objects. The board of supervisors verified the list of incentive objects granted and expressed their consent, and the independent directors of the company expressed their independent opinions on the above matters.
5. On May 31, 2021, upon the confirmation of Shenzhen Branch of China Securities Depository and Clearing Corporation Limited, the company completed the grant registration of 5.41 million stock options granted to 146 incentive objects. The option abbreviation is Xingwang jlc1, the option code is 037126, and the exercise price of stock options is 28.40 yuan / share.
6. On December 29, 2021, the 9th meeting of the 4th board of directors and the 8th meeting of the 4th board of supervisors considered and adopted the proposal on canceling some granted but not exercised stock options, and the independent directors of the company expressed independent opinions on the above matters.
Our lawyers believe that as of the date of issuance of this legal opinion, the cancellation of some stock options granted but not exercised by the company has fulfilled the necessary procedures at this stage, and is in line with the measures for the administration of equity incentive, the memorandum, the articles of association, the equity incentive plan and other relevant provisions.
2、 Reason and quantity of this cancellation
In view of the fact that among the incentive objects granted by the company’s 2021 stock option incentive plan (Draft), 13 incentive objects have resigned for personal reasons and are no longer qualified as incentive objects, according to the incentive plan According to the relevant provisions of the company and the authorization of the second extraordinary general meeting of shareholders in 2021, the board of directors of the company agreed to cancel a total of 542000 stock options granted but not exercised by the above personnel. After the cancellation, the number of stock options granted by the incentive plan was adjusted from 5.41 million to 4.868 million, and the number of incentive objects was adjusted from 146 to 133. The lawyers of the firm believe that the reason and quantity of the cancellation of some granted but not exercised stock options comply with the measures for the administration of equity incentive, the memorandum, the articles of association, the incentive plan and other relevant provisions. 3、 Concluding observations
In conclusion, our lawyers believe that the cancellation of some stock options granted but not exercised by the company this time complies with the relevant provisions of the company law, the securities law, the measures for the administration of equity incentive, the memorandum and the incentive plan.
This legal opinion is made in quadruplicate with the same legal effect.
(there is no text on this page, which is the signature page of Beijing Kangda law firm’s legal opinion on Beijing Starneto Technology Co.Ltd(002829) cancellation of some granted but not exercised stock options) Beijing Kangda law firm (official seal)
Unit leader: Qiao Jiaping handling lawyer: Zhang Weili
Yousong
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