Beijing Yingke (Shenzhen) law firm
Notice on matters related to the release of restrictions on the second phase of the reserved grant of restricted shares in the Shenzhen Jieshun Science And Technology Industry Co.Ltd(002609) fourth phase of the restricted stock incentive plan
Legal opinion
March, 2002
catalogue
interpretation…… 1 text 4 I. approval and authorization for the lifting of sales restrictions 4 II. Details of the lifting of restrictions on sales this time 8 III. concluding comments eleven
interpretation
In this legal opinion, unless otherwise specified, the following abbreviations have the following specific meanings: Shenzhen Jieshun Science And Technology Industry Co.Ltd(002609) / company / refers to Shenzhen Jieshun Science And Technology Industry Co.Ltd(002609)
City company
Current incentive plan refers to Shenzhen Jieshun Science And Technology Industry Co.Ltd(002609) the fourth restricted stock incentive plan
Restricted stock / target refers to the shares of listed companies that the incentive object obtains a certain number of shares from the company in accordance with the conditions specified in the current incentive plan
According to the current incentive plan, the directors and senior incentive objects who obtain the company’s restricted shares refer to managers, middle-level managers, core business (technical) personnel, and other employees that the company believes should be encouraged and have a direct impact on the company’s business performance and future development
The articles of association refers to the Shenzhen Jieshun Science And Technology Industry Co.Ltd(002609) articles of association
Incentive plan (draft refers to the incentive plan (Draft) of Shenzhen Jieshun Science And Technology Industry Co.Ltd(002609) phase IV restricted stock case)
Company Law refers to the company law of the people’s Republic of China
Securities Law refers to the securities law of the people’s Republic of China
The Administrative Measures refer to the administrative measures for equity incentive of listed companies
Beijing Yingke (Shenzhen) law firm’s legal opinion on Shenzhen Shenzhen Jieshun Science And Technology Industry Co.Ltd(002609) implementation refers to the legal opinion on matters related to the release of restrictions on the second phase of restricted shares reserved and granted in the fourth phase of restricted stock incentive plan of Beijing Yingke (Shenzhen) law firm
Yingke and the exchange refer to Beijing Yingke (Shenzhen) law firm
CSRC refers to the China Securities Regulatory Commission
Shenzhen stock exchange refers to Shenzhen Stock Exchange
Securities Depository and Clearing Corporation refers to Shenzhen Branch of China Securities Depository and Clearing Corporation Limited
Yuan and 10000 yuan refer to RMB yuan and 10000 yuan
Beijing Yingke (Shenzhen) law firm
About Shenzhen Jieshun Science And Technology Industry Co.Ltd(002609)
Phase IV restricted stock incentive plan
Matters related to the release of restrictions on the sale of restricted shares in the second phase
Legal opinion
To: Shenzhen Jieshun Science And Technology Industry Co.Ltd(002609)
Beijing Yingke (Shenzhen) law firm accepts the entrustment of Shenzhen Jieshun Science And Technology Industry Co.Ltd(002609) and in accordance with the relevant provisions of the company law, securities law, administrative measures and other laws, regulations and normative documents, This legal opinion is issued on matters related to the release of restrictions on the sale of restricted shares reserved for grant in the second phase of the company’s incentive plan (hereinafter referred to as “This release of restrictions”).
The firm and its lawyers have strictly performed their statutory duties and followed the principles of diligence and good faith in accordance with the provisions of the securities law, the measures for the administration of securities legal business of law firms, the rules for the practice of securities legal business of law firms (for Trial Implementation), and the facts that have occurred or exist before the date of issuance of this legal opinion, It has 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 is willing to bear corresponding legal responsibilities.
Before issuing this legal opinion, we and our lawyers declare as follows:
1. This legal opinion is issued by our lawyers based on their understanding of the facts and the current effective laws, regulations and normative documents in China. Our lawyers express their legal opinions only based on the legal facts that have occurred before the date of issuance of this legal opinion.
2. The lawyer of the firm has been guaranteed by the company that the copies of all documents and materials provided to the firm are consistent with the original and the copies are consistent with the original; Such documents and materials and all statements and explanations made are complete, true and effective, and there is no concealment, falsehood, major omission or misleading; The documents provided by the company fully reflect the situation and problems that should be reflected; All signatures and seals in the documents are
3. For the fact that it is very important to issue this legal opinion and cannot be supported by independent evidence, our lawyers rely on the supporting documents and testimony issued by relevant government departments, companies or other relevant units. Our lawyers have reviewed and judged all documents and testimony related to the issuance of this legal opinion, and issued legal opinions accordingly.
4. The exchange only gives opinions on legal issues related to the current incentive plan, and does not give opinions on professional matters such as accounting, audit and asset evaluation. The quotation of some data and conclusions in the relevant audit report and evaluation report in this legal opinion is not regarded as any express or implied guarantee of the authenticity and accuracy of these data and conclusions.
5. The exchange agrees that the company will take this legal opinion as a necessary document for the implementation of the current incentive plan and announce it together with other relevant documents.
6. This legal opinion is only used by the company for the purpose of implementing the current incentive plan, and shall not be used for any other purpose without the written consent of the exchange.
Based on the above, in accordance with the relevant laws and regulations and the relevant provisions of the CSRC and the Shenzhen Stock Exchange, in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, and on the basis of full verification and verification of the relevant documents and facts provided by the company, the exchange hereby issues the following legal opinions:
Text
1、 Approval and authorization for lifting the restrictions
According to the information provided by the company and verified by our lawyers, as of the date of issuance of this legal opinion, the company has performed the following legal procedures in order to implement the current incentive plan and lift the restrictions on sales:
1. On March 1, 2019, the 30th meeting of the Fourth Board of directors of the company deliberated and approved the company’s fourth restricted stock incentive plan (Draft) and its abstract, the management measures for the implementation and assessment of the fourth restricted stock incentive plan, and the proposal on submitting the general meeting of shareholders to authorize the board of directors to handle matters related to the fourth restricted stock incentive plan, Among them, Zhao Yong and Zhou Yu, the related directors who intend to participate in the current incentive plan, avoided voting.
On the same day, Wang LiZong, Li Weixiang and Zhang Jianjun, the independent directors of the company, have expressed their independent opinions on the current incentive plan and unanimously agreed that the company will implement the current incentive plan.
On March 1, 2019, the 27th meeting of the Fourth Board of supervisors of the company deliberated and approved the fourth restricted stock incentive plan (Draft) and its abstract, the measures for the administration of the implementation and assessment of the fourth restricted stock incentive plan, and the proposal on verifying the list of incentive objects of the fourth restricted stock incentive plan.
2. From March 2, 2019 to March 12, 2019, the company publicized the names and positions of some incentive objects granted for the first time. During the publicity period, no organization or individual raised any objection to the compliance of the subject qualification of the incentive object. On March 13, 2019, the company disclosed the statement of the CSRC on the review and publicity of the list of incentive objects of the company’s phase IV restricted stock incentive plan.
3. On March 18, 2019, the first extraordinary general meeting of the company in 2019 deliberated and approved the fourth restricted stock incentive plan (Draft) and its abstract, the measures for the administration of the implementation and assessment of the fourth restricted stock incentive plan, and the proposal on submitting the general meeting of shareholders to authorize the board of directors to handle matters related to the fourth restricted stock incentive plan. The company has conducted a self-examination on the trading of the company’s shares by insiders.
4. On March 19, 2019, according to the authorization of the general meeting of shareholders, the 31st meeting of the Fourth Board of directors of the company deliberated and approved the proposal on adjusting the list and number of incentive objects granted for the first time in the fourth phase of restricted stock incentive plan and the proposal on granting institutional shares to the incentive objects of the fourth phase of restricted stock incentive plan for the first time. Among them, Zhao Yong and Zhou Yu, the related directors who intend to participate in the current incentive plan, avoided voting. According to the authorization of the first extraordinary general meeting of shareholders in 2019, the board of directors adjusted the list and number of incentive objects granted for the first time in the current incentive plan; And decided to grant 12.735 million restricted shares to 531 incentive objects for the first time on March 19, 2019. On the same day, Wang LiZong, Li Weixiang and Zhang Jianjun, the independent directors of the company, have expressed their agreed independent opinions on the adjustment of the current incentive plan.
On March 19, 2019, the 28th meeting of the Fourth Board of supervisors of the company deliberated and approved the proposal on adjusting the list and number of incentive objects granted for the first time in the fourth phase of restricted stock incentive plan Proposal on verifying the list of incentive objects granted for the first time in the fourth phase of the restricted stock incentive plan (after adjustment) and proposal on granting restricted shares to the incentive objects of the fourth phase of the company’s restricted stock incentive plan for the first time.
5. On March 23, 2019, the company disclosed the announcement on the completion of the registration of the first grant of restricted shares under the fourth phase of restricted stock incentive plan. The company completed the registration of the first grant of restricted shares under the fourth phase of restricted stock incentive plan, and the listing date of the granted shares is March 26, 2019. 6. On February 14, 2020, according to the authorization of the general meeting of shareholders, the fifth meeting of the Fifth Board of directors of the company deliberated and approved the proposal on granting restricted shares reserved in the fourth phase of restricted stock incentive plan to incentive objects and the proposal on repurchasing and canceling some restricted shares granted but not unlocked to incentive objects that do not meet the incentive conditions. The board of directors of the company decided to grant a total of 1265000 restricted shares to 93 incentive objects on February 14, 2020; It is agreed that the company will buy back and cancel 398000 restricted shares granted but not unlocked by 14 original incentive objects, such as GE Haijun, who do not meet the incentive conditions. Hong Jianjun and Zhang Jiannan, the independent directors of the company, have agreed to the repurchase and cancellation of the company.
On February 14, 2020, the fifth meeting of the Fifth Board of supervisors of the company deliberated and approved the proposal on granting restricted shares reserved in the fourth phase of restricted stock incentive plan to incentive objects and the proposal on repurchasing and canceling some restricted shares granted but not unlocked to incentive objects that do not meet the incentive conditions.
7. On March 12, 2020, the company disclosed the announcement on the completion of the grant registration of the reserved restricted shares in the fourth phase of the restricted stock incentive plan. The company completed the grant registration of the reserved restricted shares in the fourth phase of the restricted stock incentive plan, and the listing date of the granted shares is March 11, 2020.
8. On April 23, 2020, the sixth meeting of the Fifth Board of directors of the company deliberated and approved the proposal on the achievement of unlocking conditions in the first unlocking period of shares granted for the first time in the fourth phase of restricted stock incentive plan and the proposal on repurchase and cancellation of restricted shares granted but not unlocked to some incentive objects who do not meet the incentive conditions. Among them, Zhao Yong and Zhou Yu, affiliated directors participating in the current incentive plan, avoided voting. The board of directors of the company agrees to handle the lifting of the restrictions on the sale of phase I restricted shares in accordance with the relevant provisions of the incentive plan (Draft); It is agreed that the company will buy back and cancel a total of 209000 restricted shares granted but not unlocked by nine original incentive objects such as Ma Lanying who do not meet the incentive conditions. On the same day, an Henan, Hong can and Zhang Jianjun, the independent directors of the company, have expressed their agreed independent opinions on matters related to the lifting of the restrictions on sales and the cancellation of the repurchase.
On April 23, 2020, the sixth meeting of the Fifth Board of supervisors of the company deliberated and approved the proposal on the achievement of unlocking conditions in the first unlocking period of shares granted for the first time in the fourth phase of restricted stock incentive plan and the proposal on repurchase and cancellation of restricted shares granted but not unlocked to some incentive objects who do not meet the incentive conditions.
9. On March 12, 2021, the 14th meeting of the 5th board of directors of the company deliberated and approved the proposal on the achievement of unlocking conditions for the first unlocking period of reserved granted shares in the fourth restricted stock incentive plan. The board of directors of the company agreed to handle the unlocking of 278100 reserved granted shares in the first unlocking period for 77 incentive objects who meet the unlocking conditions in accordance with the relevant provisions of the incentive plan (Draft). On the same day, an Henan, Hong can and Zhang Jianjun, the independent directors of the company, have expressed their agreed independent opinions on matters related to the lifting of the sales restriction.
On March 12, 2021, the 13th meeting of the 5th board of supervisors of the company deliberated and approved the proposal on the achievement of unlocking conditions for the first unlocking period of reserved granted shares in the fourth restricted stock incentive plan.
10. On April 22, 2021, the 15th meeting of the 5th board of directors of the company deliberated and adopted the fourth restrictive
