Du Jin (Guangzhou) law firm
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Adjustment and initial grant of restricted stock incentive plan in 2022
Legal opinion
March, 2002
Beijing Jindu (Guangzhou) law firm (hereinafter referred to as "the firm" or "Jindu") accepts the entrustment of Ninestar Corporation(002180) (hereinafter referred to as "the company" or " Ninestar Corporation(002180) ") as the legal adviser of the company's restricted stock incentive plan in 2022 (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") The securities law of the people's Republic of China (hereinafter referred to as the "Securities Law"), the measures for the administration of equity incentive of listed companies (hereinafter referred to as the "administrative measures") of the China Securities Regulatory Commission (hereinafter referred to as the "CSRC"), the guidelines for self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 - business handling and other laws and administrative regulations Departmental rules and other normative documents (hereinafter referred to as "laws and regulations") and relevant provisions of Ninestar Corporation(002180) articles of Association (hereinafter referred to as "articles of association") and Ninestar Corporation(002180) 2022 restricted stock incentive plan (Draft) (hereinafter referred to as "incentive plan (draft)"), This legal opinion is issued on the adjustment of the company's incentive plan (hereinafter referred to as "this adjustment") and the relevant matters involved in the implementation of the first grant of the incentive plan (hereinafter referred to as "this grant").
In order to issue this legal opinion, Kindu has consulted the documents that need to be consulted according to the provisions and other documents that Kindu deems necessary in accordance with the existing laws and regulations within the territory of the people's Republic of China (hereinafter referred to as "China") (for the purpose of this legal opinion, excluding Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan region). On the basis that the company guarantees to provide the original written materials, copies, copies, confirmation letters or certificates required by Jindu to issue this legal opinion, that the documents and materials provided to Jindu are true, accurate, complete and effective, without any concealment, falsehood or major omission, and that the documents and materials are copies or copies, which are consistent and consistent with the original, Kindu verified and confirmed the relevant facts.
In accordance with the provisions of the securities law, 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) and the facts that have occurred or exist before the date of issuance of this legal opinion, Jindu and the handling lawyers have strictly performed their statutory duties, followed the principles of diligence, good faith and full verification, 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.
Kindu only gives opinions on legal issues related to this incentive plan, and only gives legal opinions in accordance with the current laws and regulations in China, and does not give legal opinions in accordance with any laws outside China. Jindu will not comment on the rationality of the underlying stock value, assessment standards and other issues involved in this incentive plan, as well as accounting, finance and other non legal professional matters. When quoting relevant financial data or conclusions in this legal opinion, Kindu has fulfilled the necessary duty of care, but such quoting shall not be deemed as 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, Kindu relies on the instructions or supporting documents issued by relevant government departments, companies or other relevant units to issue legal opinions.
Our lawyers agree to submit this legal opinion as one of the necessary documents for the company to implement this incentive plan together with other materials to Shenzhen stock exchange for announcement, and bear corresponding legal liabilities for the legal opinion issued in accordance with the law.
This legal opinion is only used by the company for the purpose of this incentive plan and shall not be used for any other purpose. Kindu agrees that the company shall quote the relevant contents of this legal opinion in the relevant documents prepared for this incentive plan, but the company shall not cause legal ambiguity or misinterpretation due to the above quotation. Kindu has the right to review and confirm the corresponding contents of the above relevant documents again.
In accordance with the requirements of the company law, the securities law and other relevant laws and regulations and the relevant provisions of the CSRC, and in accordance with the business standards, ethics and diligence recognized by the lawyer industry, Jindu hereby issues the following legal opinions:
1、 Approval and authorization of this adjustment and this grant
According to the meeting documents of the remuneration and assessment committee of the board of directors, the documents of the board of directors and the board of supervisors, the opinions of independent directors, the incentive plan (Draft) and other relevant documents provided by the company and verified by our lawyers, as of the date of issuance of this legal opinion, Ninestar Corporation(002180) has performed the following legal procedures for the implementation of this incentive plan:
1. On February 28, 2022, the 29th meeting of the sixth board of directors of the company deliberated and adopted the proposal on the company's 2022 restricted stock incentive plan (Draft) and its summary The related director Kong Dezhu avoided voting on the proposals related to this incentive plan, such as the proposal on the management measures for the implementation and assessment of the company's restricted stock incentive plan in 2022 and the proposal on submitting the general meeting of shareholders to authorize the board of directors to handle matters related to the restricted stock incentive plan.
2. On February 28, 2022, the independent directors of the company expressed independent opinions on matters related to the incentive plan (Draft), and believed that the incentive plan was legal and compliant, conducive to the sustainable development of the company, and there was no harm to the interests of the company and all shareholders. When the board of directors deliberated on relevant proposals, the related directors avoided voting and agreed to submit the matter to the general meeting of shareholders of the company for deliberation.
3. On February 28, 2022, the proposal on the company's 2022 restricted stock incentive plan (Draft) and its summary was deliberated and adopted at the 23rd Meeting of the sixth board of supervisors of the company Proposals related to this incentive plan, such as the proposal on the management measures for the implementation and assessment of the company's restricted stock incentive plan in 2022 and the proposal on submitting the general meeting of shareholders to authorize the board of directors to handle matters related to the restricted stock incentive plan.
4. On March 16, 2022, the company's third extraordinary general meeting of shareholders in 2022 deliberated and adopted the proposal on the company's 2022 restricted stock incentive plan (Draft) and its summary, the proposal on the measures for the implementation and assessment of the company's 2022 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 restricted stock incentive plan.
Independent directors publicly solicited entrusted voting rights from all shareholders.
5. On March 18, 2022, the 30th meeting of the sixth 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 2022 restricted stock incentive plan and the proposal on granting restricted shares to incentive objects in the 2022 restricted stock incentive plan. The independent directors of the company expressed independent opinions, Agree to the adjustment of the list and number of incentive objects granted for the first time in the incentive plan, agree that the first grant date of the company's incentive plan is March 18, 2022, and agree to grant 5112300 restricted shares to 445 incentive objects who meet the grant conditions at the price of 24.82 yuan / share.
6. On March 18, 2022, the 24th Meeting of the sixth 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 2022 restricted stock incentive plan and the proposal on granting restricted shares to incentive objects in the 2022 restricted stock incentive plan. In conclusion, Kindu believes that as of the date of issuance of this legal opinion, the company has obtained the necessary approval and authorization for this adjustment and this grant at this stage, which is in line with the relevant provisions of the company law, the management measures, the articles of association and the incentive plan (Draft).
2、 Main contents of this adjustment
According to the resolution of the 30th meeting of the 6th board of directors, the resolution of the 24th Meeting of the 6th board of supervisors, the statement issued by the company and the statement issued by the incentive object, in view of the fact that 19 incentive objects in the list of incentive objects granted for the first time determined in the incentive plan (Draft) voluntarily give up the subscription of restricted shares to be granted to them for personal reasons, The list of incentive objects and the number of restricted shares granted in this incentive plan of the company shall be adjusted accordingly. The number of incentive objects for the first time shall be adjusted from 464 to 445, the number of restricted shares granted for the first time shall be adjusted from 5129200 to 511.23, and the number of reserved restricted shares shall remain unchanged.
The independent directors of the company expressed independent opinions on the adjustment, considered that the adjustment was in line with the relevant provisions on the adjustment of restricted stock incentive plan in the management measures and incentive plan (Draft), and agreed with the company to adjust the list of incentive objects and the number of grants.
The 24th Meeting of the 6th board of supervisors of the company deliberated and approved the proposal on adjusting the list of incentive objects and the number of incentive objects granted for the first time in the 2022 restricted stock incentive plan, and considered that this adjustment was in line with the relevant provisions of the management measures and the incentive plan (draft), and the incentive objects after this adjustment were legal and effective.
In conclusion, Kindu believes that this adjustment is in line with the relevant provisions of the management measures and the incentive plan (Draft).
3、 Relevant information of this grant
(I) date of grant
On March 16, 2022, the third extraordinary general meeting of the company in 2022 deliberated and approved the proposal on submitting the general meeting of shareholders to authorize the board of directors to handle matters related to the restricted stock incentive plan, authorizing the board of directors to determine the grant date of this grant.
On March 18, 2022, the 30th meeting of the sixth board of directors of the company deliberated and approved the proposal on granting restricted shares to the incentive objects of the 2022 restricted stock incentive plan, and determined that the grant date of this grant is March 18, 2022. The independent directors of the company expressed their independent opinions on the determination of the grant date of this grant.
On March 18, 2022, the 24th Meeting of the sixth board of supervisors of the company deliberated and adopted the proposal on granting restricted shares to the incentive objects of the 2022 restricted stock incentive plan, and agreed to take March 18, 2022 as the grant date.
According to the explanation of the company and the verification of the lawyers of the firm, the grant date of this grant is the trading day, which is within 60 days from the date when the incentive plan is deliberated and approved by the third extraordinary general meeting of shareholders of the company in 2022.
In conclusion, Kindu believes that the determination of the grant date of this grant has fulfilled the necessary procedures and is in line with the relevant provisions of the administrative measures and the incentive plan (Draft).
(II) object of this grant
From March 1, 2022 to March 10, 2022, the company publicized the list of incentive objects of the incentive plan. During the publicity period, the board of supervisors of the company did not receive any objection to the list of incentive objects of the incentive plan. On March 11, 2022, the company announced the verification opinions and publicity statement of Ninestar Corporation(002180) board of supervisors on the list of incentive objects of the company's restricted stock incentive plan in 2022, It is considered that "the personnel listed in the list of incentive objects of this incentive plan meet the conditions of incentive objects specified in relevant laws and regulations, meet the scope of incentive objects determined in the company's incentive plan, and their subject qualification as the incentive object of this incentive plan is legal and effective."
On March 18, 2022, the 30th meeting of the sixth 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 2022 restricted stock incentive plan and the proposal on granting restricted shares to incentive objects in the 2022 restricted stock incentive plan. It was determined that the number of incentive objects granted for the first time in the incentive plan was adjusted from 464 to 445, The number of restricted shares granted was 5112300.
On March 18, 2022, the independent directors of the company expressed their independent opinions on this grant and believed that the grant conditions for the incentive object to be granted Restricted Shares specified in this incentive plan have been met; The incentive objects of restricted shares granted by the company this time comply with the relevant provisions of the company law, the securities law, the administrative measures and so on. Their subject qualification as the incentive objects of the company's incentive plan is legal and effective. It is unanimously agreed that the grant date of the company's incentive plan is March 18, 2022, and 5112300 restricted shares are granted to 445 eligible incentive objects.
On March 18, 2022, the 24th Meeting of the sixth 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 2022 restricted stock incentive plan and the proposal on granting restricted shares to incentive objects in the 2022 restricted stock incentive plan. It is considered that the subject qualification of incentive objects is legal and effective, It is agreed to grant 5112300 restricted shares to 445 incentive objects on March 18, 2022.
In conclusion, Kindu believes that the awarding object of this grant complies with the relevant provisions of the management measures and the incentive plan (Draft).
(III) conditions of this grant
According to the administrative measures, incentive plan (Draft) and other relevant provisions, the company must meet the following conditions when granting restricted shares to incentive objects:
1. The company is not under any of the following circumstances: (1) the financial and accounting report of the latest fiscal year has been issued with a negative opinion or an audit report that cannot express an opinion by the certified public accountant; (2) The internal control of the financial report of the latest 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, 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.
