Beijing Zhonglun law firm
About Hangzhou Anysoft Information Technology Co.Ltd(300571)
2018 stock option and restricted stock incentive plan
Legal opinions on repurchase and cancellation of some restricted shares and cancellation of some stock options
December, 2001
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Floor 22-31, South Tower, building 3, Zhengda center, No. 20, Jinhe East Road, Chaoyang District, Beijing 100020
22-31/F, South Tower of CP Center, 20 Jin He East Avenue, Chaoyang District, Beijing 100020, P. R. China
Tel: + 86 10 5957 2288 Fax: + 86 10 6568 1022 / 1838
Website: www.zhonglun.com com.
About Hangzhou Anysoft Information Technology Co.Ltd(300571)
2018 stock option and restricted stock incentive plan
Repurchase and cancellation of some restricted shares and cancellation of some stock options
Legal opinion on the matter
To: Hangzhou Anysoft Information Technology Co.Ltd(300571)
Beijing Zhonglun law firm (hereinafter referred to as “the firm”) as a special legal consultant hired by Hangzhou Anysoft Information Technology Co.Ltd(300571) (hereinafter referred to as “the company” or ” Hangzhou Anysoft Information Technology Co.Ltd(300571) “), 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”) and the measures for the administration of equity incentive of listed companies (hereinafter referred to as the “measures”) issued by the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”) and other relevant laws, regulations and normative documents, in accordance with the business standards recognized by the lawyer industry In the spirit of ethics and diligence, this legal opinion is issued on matters related to the company’s 2018 stock option and restricted stock incentive plan (Draft) (hereinafter referred to as “this incentive plan”) repurchase and cancellation of some restricted shares and cancellation of some stock options (hereinafter referred to as “this cancellation”).
With respect to the documents, materials and statements provided by the company, we and our lawyers have obtained the following guarantees from the company: (1) all signatures and seals on the documents are true;
(2) The originals of all documents provided to the firm and its lawyers are true;
(3) Copies of all documents provided to the firm and its lawyers are consistent with their originals;
(4) The facts stated in these documents are true, accurate and complete without omission and / or misleading.
In order to issue this legal opinion, our lawyer hereby makes the following statement:
(1) This legal opinion is issued in accordance with the applicable Chinese laws, regulations and normative documents based on the facts that have occurred or existed before the date of issuance of this legal opinion.
(2) Our firm and our lawyers’ understanding of the relevant facts involved in this legal opinion ultimately depends on the documents, materials and statements provided by the company to our firm and our lawyers, and the company has guaranteed its authenticity, accuracy and completeness to our firm and our lawyers.
(3) This legal opinion only expresses opinions on the legal issues related to the cancellation, and does not express opinions on the accounting, finance and other non legal professional matters involved. When quoting relevant financial data or conclusions in this legal opinion, the exchange has fulfilled the necessary duty of care, but such quoting shall not be deemed to make 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, the exchange relies on the instructions or supporting documents issued by relevant government departments, Hangzhou Anysoft Information Technology Co.Ltd(300571) or other relevant units to issue legal opinions.
(4) The firm and its lawyers agree to submit and disclose this legal opinion together with other materials as a necessary legal document for the company to implement the cancellation.
(5) The firm and its lawyers agree that the company shall quote the relevant contents of this legal opinion in the relevant documents prepared by the company for the implementation of the relevant matters of this cancellation, but when the company makes the above quotation, it shall not cause legal ambiguity or misinterpretation due to the quotation. We have the right to review and confirm the corresponding contents of the above relevant documents again. (6) This legal opinion is only used by the company for the purpose of implementing matters related to this cancellation, and shall not be used for any other purpose without the written consent of the exchange and its lawyers.
(7) The company has carefully read this legal opinion and confirmed that the facts quoted or cited in this legal opinion are true, accurate and complete without any false or misleading statements or conclusions.
Based on the above, we hereby issue the following legal opinions on the matters related to the cancellation of the company:
1、 Implementation and approval of the incentive plan
After verification, as of the issuance date of this legal opinion, Hangzhou Anysoft Information Technology Co.Ltd(300571) has obtained the following approval and authorization for this incentive plan:
1. On March 24, 2018, the 19th meeting of the second board of directors of the company considered and adopted the
<2018 年股票期权及限制性股票激励计划（草案）>
(hereinafter referred to as “incentive plan (Draft)”) and its abstract
<2018 年股票期权及限制性股票激励计划实施考核管理办法>
Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company’s 2018 stock option and restricted stock incentive plan, the related directors have avoided voting, and the independent directors have expressed their independent opinions on relevant matters.
2. On April 11, 2018, the company’s first extraordinary general meeting in 2018 deliberated and adopted the
<2018 年股票期权及限制性股票激励计划（草案）>
And its abstract
<2018 年股票期权及限制性股票激励计划实施考核管理办法>
Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company’s 2018 stock option and restricted stock incentive plan, etc.
3. On June 8, 2018, the 22nd Meeting of the second board of directors of the company deliberated and approved the proposal on adjusting matters related to the 2018 stock option and restricted stock incentive plan and the proposal on granting stock option and restricted stock to incentive objects for the first time. The independent directors expressed their independent opinions on relevant matters.
4. On June 8, 2018, the 18th meeting of the second board of supervisors of the company deliberated and approved the proposal on adjusting matters related to the incentive plan of stock options and restricted stocks in 2018 and the proposal on granting stock options and restricted stocks to incentive objects for the first time, and verified the list of incentive objects of stock options and restricted stocks granted this time.
5. On April 10, 2019, the fourth meeting of the third board of directors of the company considered and approved the proposal on granting incentive objects some stock options and restricted shares reserved in 2018 equity incentive plan, and the independent directors expressed their independent opinions on relevant matters.
6. On April 10, 2019, the fourth meeting of the third board of supervisors of the company deliberated and approved the proposal on granting incentive objects some stock options and restricted stocks reserved in the 2018 equity incentive plan, and verified the list of incentive objects granted stock options and restricted stocks this time.
7. On April 25, 2019, according to the authorization of the company’s first extraordinary general meeting in 2018, the fifth meeting of the third board of directors of the company considered and adopted the proposal on repurchase and cancellation of some restricted shares and cancellation of some stock options, and the independent directors of the company expressed their independent opinions on relevant matters.
8. On April 25, 2019, the fifth meeting of the third board of supervisors of the company deliberated and adopted the proposal on repurchase and cancellation of some restricted shares and cancellation of some stock options.
9. On June 21, 2019, according to the authorization of the first extraordinary general meeting of shareholders in 2018, The 7th Meeting of the 3rd board of directors of the company deliberated and approved the proposal on adjusting the exercise price of stock options under the 2018 stock options and restricted stock incentive plan and the proposal on the achievement of lifting the restrictions on the sale of restricted shares in the first restricted period granted by the company’s stock options and restricted stock incentive plan for the first time in 2018 The independent directors of the company expressed their independent opinions on relevant matters in the proposal on the first exercise period of stock options first granted by the company’s stock option and restricted stock incentive plan in 2018 and the proposal on repurchase and cancellation of some restricted shares and cancellation of some stock options.
10. On June 21, 2019, The 7th Meeting of the 3rd board of supervisors of the company deliberated and approved the proposal on adjusting the exercise price of stock options under the 2018 stock options and restricted stock incentive plan and the proposal on the achievement of lifting the restrictions on the sale of restricted shares in the first restricted period granted by the company’s stock options and restricted stock incentive plan for the first time in 2018 Proposal on the Exercisability of the first exercise period of stock options first granted by the company’s stock option and restricted stock incentive plan in 2018, proposal on repurchase and cancellation of some restricted shares and cancellation of some stock options.
11. On June 1, 2020, The 15th meeting of the third board of directors of the company deliberated and approved the proposal on adjusting the exercise price of stock options under the 2018 stock option and restricted stock incentive plan and the proposal on the achievement of lifting the restrictions on the sale of restricted shares granted in the first restricted period of the reserved part of the company’s 2018 stock option and restricted stock incentive plan Proposal on the Exercisability of the first exercise period of stock options granted in the reserved part of the company’s 2018 stock option and restricted stock incentive plan.
12. On June 1, 2020, The 15th meeting of the third session of the board of supervisors of the company deliberated and approved the proposal on adjusting the exercise price of stock options under the 2018 stock options and restricted stock incentive plan and the proposal on the achievement of lifting the restrictions on the sale of restricted shares granted in the first restricted period of the company’s 2018 stock options and restricted stock incentive plan Proposal on the Exercisability of the first exercise period of stock options granted in the reserved part of the company’s 2018 stock option and restricted stock incentive plan.
13. On 27 August 2020, The 16th meeting of the third board of directors of the company deliberated and approved the proposal on the achievement of lifting the restrictions on the sale of restricted shares in the second restricted period first granted by the company’s stock option and restricted stock incentive plan in 2018 and the proposal on the Exercisability of stock options in the second exercise period first granted by the company’s stock option and restricted stock incentive plan in 2018 Proposal on repurchase and cancellation of some restricted shares and cancellation of some stock options, proposal on cancellation of stock options first granted by the company’s stock options and restricted stock incentive plan in 2018 that have expired but not exercised during the first exercise period, the independent directors of the company expressed their independent opinions on relevant matters.
14. On 27 August 2020, The 16th meeting of the third board of supervisors of the company deliberated and approved the proposal on the achievement of lifting the restrictions on the sale of restricted shares in the second restricted period first granted by the company’s stock option and restricted stock incentive plan in 2018 and the proposal on the Exercisability of stock options in the second exercise period first granted by the company’s stock option and restricted stock incentive plan in 2018 Proposal on repurchase and cancellation of some restricted shares and cancellation of some stock options, proposal on cancellation of stock options first granted by the company’s stock options and restricted stock incentive plan in 2018 that have expired but not exercised during the first exercise period.
15. On December 31, 2021, the 28th meeting of the third board of directors of the company deliberated and approved the proposal on repurchase and cancellation of some restricted shares and cancellation of some stock options, and the proposal on cancellation of stock options granted by the company’s stock options and restricted stock incentive plan in 2018 that have expired and have not been exercised, The independent directors of the company have expressed their independent opinions on relevant matters.
16. On December 31, 2021, the 28th meeting of the third board of supervisors of the company deliberated and approved the proposal on repurchase and cancellation of some restricted shares and cancellation of some stock options, and the proposal on cancellation of stock options granted by the company’s stock options and restricted stock incentive plan in 2018, which have expired and have not been exercised.
In conclusion, our lawyers believe that as of the issuance date of this legal opinion, the relevant matters of this cancellation have obtained the necessary approval and authorization, which is in line with the relevant provisions of the management measures and the incentive plan (Draft). 2、 Details of this cancellation
(i) The third release period for the first grant of restricted shares and the second period for the reservation of some restricted shares
