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Beijing Kawin Technology Share-Holding Co.Ltd(688687)
Legal opinions on matters related to the grant of reserved part of the restricted stock incentive plan in 2021
Shenzhen, China
11th and 12th floors, Taiping financial building, 6001 Yitian Road, Futian District, Shenzhen
11th and 12th floors, Taiping finance building, 6001 Yitian Road, Futian District, Shenzhen, China postcode: 518017
11&12/F., TaiPing Finance Tower, 6001 Yitian Road, Futian District, ShenZhen, China
Tel: (0755) 88265288 Fax: (0755) 88265537
Email (e-mail): [email protected].
Website: www.shujin.com cn.
Guangdong Xinda law firm
About Beijing Kawin Technology Share-Holding Co.Ltd(688687)
Matters related to the granting of reserved part of the restricted stock incentive plan in 2021
Legal opinion
Xdliz (2021) No. 116 to: Beijing Kawin Technology Share-Holding Co.Ltd(688687)
Guangdong Xinda law firm (hereinafter referred to as “Xinda”) has accepted the entrustment of Beijing Kawin Technology Share-Holding Co.Ltd(688687) (hereinafter referred to as “the company” or ” Beijing Kawin Technology Share-Holding Co.Ltd(688687) “) to serve as the special legal adviser of the company’s restricted stock incentive plan in 2021 (hereinafter referred to as “the incentive plan”). In accordance with the company law of the people’s Republic of China (hereinafter referred to as “the company law”) Securities Law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), measures for the administration of equity incentive of listed companies (hereinafter referred to as the “administrative measures”), rules for the listing of shares on the science and Innovation Board of Shanghai Stock Exchange (hereinafter referred to as the “Listing Rules”) The provisions of relevant laws, regulations and normative documents such as the business guide for information disclosure of listed companies on the Kechuang board No. 4 – disclosure of equity incentive information (hereinafter referred to as the “disclosure guide”), Issue the legal opinion of Guangdong Xinda law firm on Beijing Kawin Technology Share-Holding Co.Ltd(688687) matters related to the grant of reserved part of restricted stock incentive plan in 2021 (hereinafter referred to as “the legal opinion”).
In order to issue this legal opinion, Xinda lawyer has verified and verified the relevant documents and facts of the incentive plan in accordance with the provisions of relevant laws, administrative regulations, normative documents and the requirements of the business rules of the exchange and in the principle of prudence and importance. For this legal opinion, Cinda and Cinda’s lawyer make the following statements: 1. The company has made a commitment to Cinda that it has provided Cinda and Cinda’s lawyer with the original, true, accurate, complete and effective written materials, copies, copies, scans, written instructions, commitments or oral testimony necessary for issuing this legal opinion; Ensure that the documents and statements provided by it are true, accurate and complete without any concealment, falsehood or major omission; Ensure that all seals and signatures in the documents provided are true, and the copies, copies or scanned copies of the documents are consistent with the original or the original.
2. Xinda and Xinda 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 law firms engaging in securities legal business, 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 issuance date 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, that the concluding opinions issued are legal and accurate, and that there are no false records, misleading statements or major omissions, and shall bear corresponding legal liabilities.
3. Cinda only expresses legal opinions on legal issues in China related to the incentive plan, and does not express opinions on the rationality of the subject stock value, assessment standards and other issues related to the incentive plan, as well as accounting, finance, audit and other non legal professional matters. When accounting, auditing and other contents are involved in this legal opinion, they are quoted in strict accordance with the reports issued by relevant intermediaries, which does not mean that Cinda makes any express or implied guarantee for the authenticity and accuracy of these contents.
4. In order to issue this legal opinion, Cinda has reviewed the documents and materials related to the incentive plan provided by the company. For the fact that it is very important to issue this legal opinion and cannot be supported by independent evidence, Cinda relies on the public disclosure of information or supporting documents issued by the official website of relevant competent government departments, and the explanatory documents issued by the company and relevant subjects.
Cinda and Cinda lawyers agree that this legal opinion, as one of the necessary documents of the company’s incentive plan, shall be reported or publicly disclosed together with other application materials, and shall bear corresponding legal liabilities for the legal opinion issued in accordance with the law. This legal opinion is only for the purpose of the company’s implementation of this incentive plan, and shall not be used for any other purpose without the prior written permission of Xinda.
Based on the above, Xinda lawyer hereby issues this legal opinion as follows:
1、 Approval and authorization granted this time
1. On April 20, 2021, the company held the 18th meeting of the 4th board of directors, The proposal on the company’s restricted stock incentive plan for 2021 (Draft) and its summary, the proposal on the company’s measures for the implementation and assessment of the restricted stock incentive plan for 2021, the proposal on submitting the general meeting of shareholders to authorize the board of directors to handle matters related to the 2021 fixed-term stock incentive plan and other relevant proposals of the incentive plan were reviewed and adopted. Independent directors have expressed independent opinions on matters related to the incentive plan.
2. On April 20, 2021, the company held the 12th meeting of the 4th board of supervisors, The proposal on the company’s 2021 restricted stock incentive plan (Draft) and its summary, the proposal on the list of incentive objects of the company’s 2021 restricted stock incentive plan, the proposal on the company’s measures for the implementation and assessment of the company’s 2021 restricted stock incentive plan and other relevant proposals of the incentive plan were reviewed and adopted. The board of supervisors checked the list of incentive objects and issued verification opinions.
3. On May 7, 2021, the company announced and disclosed the announcement and verification opinions of the Beijing Kawin Technology Share-Holding Co.Ltd(688687) board of supervisors on the list of incentive objects of the company’s restricted stock incentive plan in 2021.
4. On May 12, 2021, the company held the 2020 annual general meeting of shareholders, The proposal on the company’s restricted stock incentive plan in 2021 (Draft) and its summary, the proposal on the company’s measures for the implementation and assessment of the restricted stock incentive plan in 2021, the proposal on submitting the general meeting of shareholders of the company to authorize the board of directors to handle matters related to the restricted stock incentive plan in 2021 and other relevant proposals of the incentive plan were reviewed and adopted.
5. According to the authorization of the general meeting of shareholders to the board of directors on handling matters related to the incentive plan, on June 8, 2021, the company held the second meeting of the Fifth Board of directors, deliberated and adopted the proposal on adjusting the grant price of the restricted stock incentive plan in 2021 and the proposal on granting restricted shares to incentive objects for the first time, It is agreed that: (1) since the profit distribution plan for 2020 has been implemented, the grant price of the incentive plan (including the reserved grant) will be adjusted from 14.01 yuan / share to 13.86 yuan / share; (2) The first grant date is
On June 8, 2021, 3.81 million restricted shares were granted to 54 incentive objects. The independent directors expressed independent opinions on the above matters and believed that the adjustment of the company’s grant price (including reserved part of the grant) was in line with the relevant provisions of the management measures and the incentive plan (Draft); The first grant date of the incentive plan is determined as June 8, 2021, which complies with the relevant provisions of the management measures and the incentive plan (Draft). The company has the subject qualification to implement the equity incentive plan, and the subject qualification of the incentive object is legal and effective.
6. On June 8, 2021, the company held the 13th meeting of the 4th board of supervisors, deliberated and adopted the proposal on adjusting the grant price of the restricted stock incentive plan in 2021 and the proposal on granting restricted shares to incentive objects for the first time. At the same time, the board of supervisors checked the incentive objects on the first grant date of the incentive plan and considered that the subject qualification of the incentive objects was legal and effective.
7. On December 31, 2021, the company held the 6th meeting of the 5th board of directors, deliberated and passed the proposal on granting reserved restricted shares to incentive objects, and agreed that the reserved grant date was December 31, 2021, and granted 120000 restricted shares to an incentive object at the grant price of 13.86 yuan / share. The independent directors expressed independent opinions on the reserved part of the grant.
8. On December 31, 2021, the company held the third meeting of the Fifth Board of supervisors, deliberated and passed the proposal on granting reserved restricted shares to incentive objects, and agreed that the reserved grant date was December 31, 2021, and granted 120000 restricted shares to an incentive object at the grant price of 13.86 yuan / share. At the same time, the board of supervisors checked the incentive objects on the reserved grant date and considered that the subject qualification of the incentive objects was legal and effective.
After verification, Xinda lawyer believes that as of the date of issuance of this legal opinion, the relevant matters reserved for the grant of the incentive plan of the company have obtained the necessary approval and authorization at this stage, and comply with the relevant provisions of the administrative measures, listing rules and other laws and regulations, as well as the articles of association and incentive plan (Draft).
2、 Basic information of this grant
(i) Grant date
According to the proposal on requesting the general meeting of shareholders of the company to authorize the board of directors to handle matters related to the restricted stock incentive plan in 2021, which was deliberated and approved by the 2020 annual general meeting of shareholders of the company, the general meeting of shareholders authorized the board of directors to determine the grant date of the incentive plan.
On December 31, 2021, the company held the sixth meeting of the Fifth Board of directors, which deliberated and adopted the
In the proposal on granting reserved restricted shares to incentive objects, it is agreed that December 31, 2021 is the reserved grant date. Independent directors expressed independent opinions and agreed with the above matters.
On December 31, 2021, the company held the third meeting of the Fifth Board of supervisors, deliberated and adopted the proposal on granting reserved restricted shares to incentive objects, and agreed to take December 31, 2021 as the reserved granting date.
After verification, the reserved grant date determined by the board of directors of the company is within 12 months after the shareholders’ meeting deliberates and approves the incentive plan, and it is a trading day, which is in line with the relevant provisions of the management measures and the incentive plan (Draft). （2） Grant object
According to the proposal on requesting the general meeting of shareholders of the company to authorize the board of directors to handle matters related to the restricted stock incentive plan in 2021, which was deliberated and approved by the company’s 2020 annual general meeting of shareholders, the general meeting of shareholders authorized the board of directors to grant restricted shares to incentive objects and handle all relevant matters when meeting the grant conditions.
On December 31, 2021, the company held the 6th meeting of the 5th board of directors, deliberated and passed the proposal on granting reserved restricted shares to incentive objects, and agreed to grant 120000 restricted shares to an incentive object at the price of 13.86 yuan / share. The incentive object is a foreign employee. The reason for determining the incentive object is that the incentive object serves as the chief scientific research officer of the company. After joining the company, he further improves the innovation ability and technical level of the company, strengthens the strength of the R & D team and serves as the core technical personnel of the company. The independent directors expressed independent opinions and agreed with the above matters.
On December 31, 2021, the company held the third meeting of the Fifth Board of supervisors, deliberated and passed the proposal on granting reserved restricted shares to incentive objects, and agreed to grant 120000 restricted shares to an incentive object at the price of 13.86 yuan / share. At the same time, the board of supervisors checked the incentive object and considered that the subject qualification of the incentive object was legal and effective.
After verification, Xinda lawyer believes that the grant object complies with the relevant provisions of the management measures and the incentive plan (Draft).
（3） Grant conditions
According to the provisions of the management measures and the incentive plan (Draft), the board of directors of the company may grant restricted shares to the incentive object according to the authorization of the general meeting of shareholders when the following grant conditions are met:
1. The company does not have any of the following circumstances:
(1) An audit report with a negative opinion or unable to express an opinion on the financial and accounting report of the most recent fiscal year issued by a certified public accountant;
(2) The internal control of the financial 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;
(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 not allowed according to laws and regulations;
(5) Other circumstances recognized by the CSRC.
2. The incentive object does not have any of the following situations:
(1) Being identified as inappropriate by the stock exchange within the last 12 months;
(2) It has been identified as an inappropriate candidate by the CSRC and its dispatched offices within the last 12 months;
(3) Being administratively punished by the CSRC and its dispatched offices or taking market entry prohibition measures for major violations of laws and regulations within the last 12 months;
(4) Those who are not allowed to serve as directors or senior managers of the company as stipulated in the company law; (5) Those who are not allowed to participate in equity incentive of listed companies according to laws and regulations;
(6) Other circumstances recognized by the CSRC.
According to the written commitment of the company and the incentive object and after verification, Xinda lawyer believes that the above circumstances have not occurred to the company and the incentive object granted this time, and the grant conditions have been met, and the company provides incentives to the incentive object
