Shanghai jintiancheng law firm
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Implementation of the first phase of employee stock ownership plan
Legal opinion
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Shanghai jintiancheng law firm
About Sto Express Co.Ltd(002468)
Implementation of the first phase of employee stock ownership plan
Legal opinion
To: Sto Express Co.Ltd(002468)
Shanghai jintiancheng law firm (hereinafter referred to as “the firm”) accepts the entrustment of Sto Express Co.Ltd(002468) (hereinafter referred to as “the issuer” or “the company” or ” Sto Express Co.Ltd(002468) “) to issue this legal opinion on the first phase of the employee stock ownership plan to be implemented by the company (hereinafter referred to as “the employee stock ownership plan”).
This legal opinion is in accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”) and the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”) The guidance on the pilot implementation of ESOP by listed companies (hereinafter referred to as the “pilot guidance”) issued by the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”) Issued in accordance with the relevant provisions of relevant laws, regulations and other normative documents such as the guidelines for self regulatory supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board (hereinafter referred to as the “guidelines for self regulatory supervision”).
In order to issue this legal opinion, our lawyers have reviewed the documents and materials related to the employee stock ownership plan and have obtained the following guarantee from the company: the company has provided the original written materials, copies, copies, confirmation letters or certificates required by the company to issue this legal opinion. The documents and materials provided by the company to the exchange are true, accurate, complete and effective, without concealment, falsehood and major omissions. If the documents and materials are copies or copies, they are consistent and consistent with the original.
In accordance with 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), the firm and its lawyers have strictly performed their statutory duties, followed the principles of diligence and good faith, and fully verified the facts that have occurred or exist before the issuance date of this legal opinion, Ensure that the facts identified in this legal opinion are true, accurate and complete, that the concluding opinions issued are legal and accurate, and that there are no false records, misleading statements or major omissions, and bear corresponding legal liabilities.
Our lawyers agree that Sto Express Co.Ltd(002468) will announce this legal opinion as a necessary document for the implementation of the employee stock ownership plan. This legal opinion is only used by Sto Express Co.Ltd(002468) for the purpose of the implementation of the employee stock ownership plan, and shall not be used for any other purpose without the prior written consent of the exchange.
Based on the above, the firm and its handling lawyers, in accordance with the requirements of relevant laws, regulations, rules and normative documents, and in accordance with the recognized business standards, ethics and diligence spirit of the lawyer industry, issue the following legal opinions.
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1、 Qualification of the company to implement the employee stock ownership plan
1. The company is a joint stock limited company established by the overall change of Yuhuan Aidisi Copper Co., Ltd. On September 5, 2008, the company was registered and established in Zhejiang Administration for Industry and Commerce and obtained the business license for enterprise legal person (Registration No.: 3 Nanfang Ventilator Co.Ltd(300004) Shenzhen China Bicycle Company (Holdings) Limited(000017) 93) after being changed into a joint stock limited company.
On July 23, 2010, China Securities Regulatory Commission approved Zhejiang adixi fluid control Co., Ltd. (hereinafter referred to as “adixi”) to issue no more than 40 million new shares. With the approval of SZS [2010] No. 286 document of Shenzhen Stock Exchange, the RMB common shares issued by adixi are listed on Shenzhen Stock Exchange, the stock is referred to as “adixi” for short, and the stock code is ” Sto Express Co.Ltd(002468) “.
On December 9, 2016, with the approval of the reply on Approving the major asset restructuring of Zhejiang adixi fluid control Co., Ltd. and issuing shares to Shanghai Deyin Investment Holding Co., Ltd. to purchase assets and raise supporting funds, the company carried out asset restructuring. On December 16, 2016, The company obtained the approval notice of enterprise name change (Guo) name change nuclear Zi [2016] No. 4442 issued by Zhejiang Administration for Industry and commerce, and approved the change of the company name to ” Sto Express Co.Ltd(002468) “. On December 23, 2016, the company obtained the reply of the State Post Office on the express business of Zhejiang adixi fluid control Co., Ltd. (GYF [2016] No. 163) issued by the State Post Office, and agreed to operate the express business.
On December 29, 2016, with the approval of Zhejiang Administration for Industry and commerce, the company’s name was changed from “Zhejiang adixi fluid control Co., Ltd.” to ” Sto Express Co.Ltd(002468) “; The English name is changed from “Zhejiang IDC fluid control Co., Ltd.” to “sto Express Co., Ltd; Upon the application of the company and the approval of Shenzhen Stock Exchange, the abbreviation of the company’s securities has been changed from “Aidisi” to ” Sto Express Co.Ltd(002468) ” since December 30, 2016, and the securities code ” Sto Express Co.Ltd(002468) ” remains unchanged.
2. The company now holds the business license with the unified social credit code of 91330 Tahoe Group Co.Ltd(000732) 4299960 issued by Shanghai market supervision and Administration Bureau, the registered capital is RMB 1530802166, the legal representative is Chen Dejun, and the domicile is Yuhuan electromechanical Industrial Park, Zhejiang Province.
After consulting the company’s business license, articles of association, industrial and commercial registration materials and relevant announcements issued by the company, the company is a joint stock limited company established and legally existing according to law, and there are no circumstances requiring termination as stipulated in laws, regulations, normative documents or articles of association.
In conclusion, our lawyers believe that Sto Express Co.Ltd(002468) is a listed company established and legally existing according to law and has the subject qualification for the implementation of the employee stock ownership plan specified in the pilot guidance.
2、 Legality and compliance of this ESOP
On February 14, 2022, the 11th meeting of the 5th board of directors of the company deliberated and adopted Sto Express Co.Ltd(002468) phase I employee stock ownership plan (Draft) (hereinafter referred to as “phase I Employee Stock Ownership Plan”).
According to the first phase of employee stock ownership plan, the basic contents of this employee stock ownership plan are as follows:
(I) according to the first phase of employee stock ownership plan approved at the 11th meeting of the 5th board of directors of the company, the duration of the current phase of employee stock ownership plan formulated by the board of directors of the company is 72 months, calculated from the date when the company announces the first grant of the last batch of subject shares to the name of the employee stock ownership plan.
(II) the scope of employees participating in the ESOP is directors, supervisors, senior managers, core managers and core backbone employees who have a direct and important impact and contribution to the future operation and performance growth of the company (including holding subsidiaries).
(III) the capital sources of the ESOP are the legal salary of employees, self raised funds and other ways permitted by laws and regulations.
(IV) the stock source of the ESOP is the shares that have been repurchased in the company’s special repurchase account. The ESOP will acquire and hold the company’s shares held in the company’s special repurchase securities account in a manner permitted by laws and regulations such as non transaction transfer, with a total of no more than 19559900 shares, accounting for 1.28% of the company’s current total share capital, Among them, 14356400 shares are used for employees participating in the employee stock ownership plan for the first time, and the remaining 52035000 shares are transferred as reserved shares within the time specified in the employee stock ownership plan. After the implementation of the employee stock ownership plan, the total number of shares held by all effective employee stock ownership plans of the company shall not exceed 10% of the total share capital of the company, and the total number of shares corresponding to the share rights and interests obtained by a single employee shall not exceed 1% of the total share capital of the company.
(V) the internal top management authority of the ESOP is the holder’s meeting, and the Management Committee of the ESOP elected by the holder’s meeting supervises the daily management of the ESOP.
According to the relevant provisions of the pilot guidance, lawyer jintiancheng checked the relevant matters of the employee stock ownership plan item by item:
1. According to the confirmation of the company and the relevant announcement of the company consulted by lawyer jintiancheng, as of the date of issuance of this legal opinion, the company has implemented the procedures in strict accordance with the provisions of laws and administrative regulations in the implementation of this employee stock ownership plan, and has truly, accurately, completely and timely implemented the information disclosure, and there is no insider trading The situation of securities fraud such as manipulation of the securities market meets the requirements of item (I) of part I of the pilot guidance on the principle of compliance according to law.
2. According to the confirmation of the company, the employee stock ownership plan follows the principle of independent decision of the company and voluntary participation of employees. There is no situation that the company forces employees to participate in the employee stock ownership plan by means of apportionment and forced distribution, which meets the requirements of item (II) of part I of the pilot guidance on the principle of voluntary participation.
3. After consulting the first phase of the employee stock ownership plan, the participants of the employee stock ownership plan will be responsible for their own profits and losses, bear their own risks, and have equal rights and interests with other investors, which meets the requirements of the principle of risk bearing in Item (III) of part I of the pilot guidance.
4. According to the first phase of employee stock ownership plan, the participants of this employee stock ownership plan are directors, supervisors, senior managers, core managers and core backbone workers who have a direct and important impact and contribution to the future operation and performance growth of the company (including holding subsidiaries), with a total number of no more than 124 (excluding reserved shares), The specific number of participants shall be determined according to the actual payment of employees. Comply with the provisions on participants of employee stock ownership plan in Item (IV) of Part II of the pilot guidance.
5. According to the first phase of employee stock ownership plan, the fund sources of the participants are employees’ legal salary, self raised funds and other ways allowed by laws and regulations, which is in line with the provisions of sub item 1, item (V) of Part II of the pilot guidance.
6. According to the first phase of the employee stock ownership plan, the stock source of the employee stock ownership plan is the shares repurchased by the company’s special account for repurchase, which is in line with the provisions of sub item 2, item (V) of Part II of the pilot guidance. 7. According to the first phase of employee stock ownership plan approved at the 11th meeting of the 5th board of directors of the company, the duration of the current phase of employee stock ownership plan is 72 months and the lock-in period is 36 months, calculated from the date when the company announces the transfer of the last batch of subject shares granted by each company to the name of the employee stock ownership plan. Comply with the provisions of sub item 1 of item (VI) of Part II of the pilot guidance.
8. According to the first phase of employee stock ownership plan, the number of shares held by this employee stock ownership plan is 195599 million shares, accounting for 1.28% of the current total share capital of the company. The cumulative number of shares involved in this ESOP shall not exceed 10% of the total share capital of the company, and the total number of shares corresponding to the share rights and interests obtained by a single employee shall not exceed 1% of the total share capital of the company, which is in line with the provisions of sub item 2, item (VI) of Part II of the pilot guidance. 9. The internal top management authority of this ESOP is the holder’s meeting, and the Management Committee of the ESOP elected by the holder’s meeting supervises the daily management of this ESOP, which is in line with the provisions of item (VII) of Part II of the pilot guidance.
10. After consulting the first phase of employee stock ownership plan, the employee stock ownership plan has made clear provisions on the following matters:
(1) The participants of the ESOP and the determination criteria, capital and stock sources;
(2) Duration, management mode, convening and voting procedures of the shareholders’ meeting of the ESOP; (3) The participation mode of employee stock ownership plan in the financing of the company;
(4) The change and termination of the employee stock ownership plan, and the disposal methods of the share rights and interests held by employees when they are not suitable to participate in the stock ownership plan;
(5) Selection procedures of representatives or institutions of ESOP holders;
(6) The selection and appointment of the management organization of the employee stock ownership plan and the management measures of the employee stock ownership plan;
(7) Disposal methods of shares held by employees after the expiration of the employee stock ownership plan;
(8) Other important matters.
Comply with the provisions of item (IX) of Part III of the pilot guidance.
To sum up, lawyer jintiancheng believes that the ESOP complies with the relevant provisions of the pilot guidance.
3、 Legal procedures involved in this ESOP
(I) according to the meeting documents provided by the company and the announcement published in the information disclosure media, as of the date of issuance of this legal opinion, the company has performed the following procedures for the implementation of this ESOP:
1. The company held the first employee congress in 2022 on February 11, 2022, and fully solicited the opinions of employees on the proposed implementation of employee stock ownership plan, which is in line with the provisions of item (VIII) of Part III of the pilot guidance.
2. The company held the 11th meeting of the 5th board of directors on February 14, 2022, deliberated and adopted the Sto Express Co.Ltd(002468) phase I employee stock ownership plan (Draft), which is in line with the provisions of item (IX) of Part III of the pilot guidance.
3. The independent directors of the company expressed independent opinions on the first phase of employee stock ownership plan on February 14, 2022. The board of supervisors of the company passed a resolution on February 14, 2022, believing that the implementation of the employee stock ownership plan is conducive to establishing and improving the benefit sharing mechanism between workers and owners, further improving the level of corporate governance, improving the cohesion and competitiveness of employees, fully mobilizing the enthusiasm and creativity of employees, and attracting and retaining excellent management talents and business backbone, Realize the sustainable development of the company. This ESOP complies with the provisions of item (II) of part I and item (x) of Part III of the pilot guidance.
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