Guohao law firm (Beijing)
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Beijing Hezong Science&Technology Co.Ltd(300477)
On the granting of restricted stock incentive plan in 2022
Legal opinion
Beijing, Shanghai, Shenzhen, Hangzhou, Tianjin, Kunming, Guangzhou, Chengdu, Ningbo, Fuzhou, Xi’an, Nanjing, Nanning, Hong Kong, Paris
Address: 9 / F, Taikang financial building, No. 38, North East Third Ring Road, Chaoyang District, Beijing zip code: 100026
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Email: [email protected].
website: http://www.grandall.com.cn.
Guohao law firm (Beijing)
About Beijing Hezong Science&Technology Co.Ltd(300477) 2022 restricted stock incentive plan
Legal opinion on the grant
Guo Hao Jing Zheng Zi [2022] No. 0506 to: Beijing Hezong Science&Technology Co.Ltd(300477)
Guohao law firm (Beijing) (hereinafter referred to as “the firm”) accepted the entrustment of Beijing Hezong Science&Technology Co.Ltd(300477) (hereinafter referred to as ” Beijing Hezong Science&Technology Co.Ltd(300477) ” or “the company”) as its special legal adviser on the restricted stock incentive plan (hereinafter referred to as “the incentive plan”), and issued the legal opinion of Guohao law firm on Beijing Hezong Science&Technology Co.Ltd(300477) 2022 restricted stock incentive plan. In accordance with the securities law of the people’s Republic of China, the company law of the people’s Republic of China, the measures for the administration of equity incentive of listed companies (hereinafter referred to as the “measures”) promulgated by the China Securities Regulatory Commission, the self regulatory guidelines for companies listed on the gem of Shenzhen Stock Exchange No. 1 – business handling (hereinafter referred to as the “self regulatory guidelines”) and other relevant laws and regulations The normative documents, the articles of association of Beijing Hezong Science&Technology Co.Ltd(300477) Corporation (hereinafter referred to as the “articles of association”) and the incentive plan of Beijing Hezong Science&Technology Co.Ltd(300477) 2022 restricted stock (Draft) (hereinafter referred to as the “incentive plan (Draft)”) have verified the relevant matters of this incentive plan in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, And hereby issued the legal opinion of Guohao law firm (Beijing) on the grant of Beijing Hezong Science&Technology Co.Ltd(300477) restricted stock incentive plan (hereinafter referred to as “the legal opinion”).
Part I matters that lawyers should declare
1. In accordance with the provisions of the current effective laws, regulations and normative documents and the facts that have occurred or exist before the date of issuance of this legal opinion, the office and its handling lawyers have strictly performed their statutory duties, followed the principles of diligence and good faith, conducted sufficient verification and verification, and ensured that the facts identified in this legal opinion are true, accurate and complete, and the concluding opinions issued are legal and accurate, There are no false records, misleading statements or major omissions, and they shall bear corresponding legal liabilities.
2. In order to issue this legal opinion, our lawyers have conducted due diligence on the relevant situation in advance and obtained the following statements and guarantees from the relevant parties: the relevant parties have provided our lawyers with all relevant factual materials necessary for issuing this report, the relevant written materials and written testimony are true and valid, and the signatures and / or seals of all written documents are true, All copy materials or copies shall be consistent with the original materials or originals; There are no false records or misleading statements, and there are no major omissions. Full reliance on the above statements and guarantees is the basis and premise for our lawyers to issue this opinion.
3. In accordance with the business rules formulated in accordance with the law, our lawyers have adopted the methods of interview, written examination, field investigation, inquiry and letter confirmation, calculation, review and so on, performed their duties diligently and prudently, and fulfilled the obligations of verification and verification.
4. The lawyer has verified the authenticity and completeness of the contents and materials of the firm according to law; And specify the scope and matters to be verified and verified, and make appropriate adjustments according to the progress of the project.
5. When issuing this legal opinion, our lawyers have fulfilled the special duty of care of legal professionals for business matters related to the law and the general duty of care of ordinary people for other business matters. There are no false records, misleading statements or major omissions in the documents produced and issued.
6. For documents directly obtained from state organs, organizations with the function of managing public affairs, accounting firms, asset evaluation institutions, credit rating agencies, notarial institutions and other public institutions, the special duty of care of legal professionals shall be performed for business matters related to law, and the general duty of care of ordinary people shall be performed for other business matters as the basis for issuing legal opinions; Documents not directly obtained from public institutions shall be used as the basis for issuing reports after verification and verification.
7. Our lawyer’s review of relevant documents did not involve relevant facts, data and conclusions in non legal professional fields such as finance, accounting, audit and asset evaluation. Since our lawyer does not have the appropriate qualification to verify and evaluate the above facts, data and conclusions, our lawyer’s reference to the above facts, data and conclusions should not be understood as our lawyer’s understanding of the above facts, data and conclusions in any sense Make any express or implied recognition or guarantee for the authenticity, accuracy or completeness of the data and conclusions.
8. Do not use this legal opinion for any other purpose without the written approval of the exchange.
9. Our lawyers have classified and sorted out the work records and materials obtained in the verification and verification, and formed clear working papers as required.
10. Our lawyer has not authorized any unit or individual to make any explanation or explanation on the contents of this legal opinion.
The second part is the main body
1、 Approval and authorization of the grant of the incentive plan
According to the information provided by the company and the relevant announcements of the company on cninfo.com verified by our lawyers, the company has performed the following procedures for the implementation of the restricted stock incentive plan:
1. On March 1, 2022, the company held the second meeting of the sixth board of directors, deliberated and adopted the proposal on Beijing Hezong Science&Technology Co.Ltd(300477) 2022 restricted stock incentive plan (Draft) and its summary, and the proposal on Beijing Hezong Science&Technology Co.Ltd(300477) 2022 restricted stock incentive plan implementation assessment management measures Proposals such as the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company’s restricted stock incentive plan in 2022, and the directors Zhang Shu and Zhang Xiaoyi who are intended to be incentive objects have avoided voting.
The independent directors of the company reviewed the second meeting of the sixth board of directors and expressed independent opinions on the incentive plan (Draft), believing that the implementation of the incentive plan by the company is conducive to improving the incentive mechanism of the company, will not damage the interests of the company and all shareholders, and is in line with the provisions of the management measures.
2. On March 1, 2022, the company held the second meeting of the sixth board of supervisors, deliberated and adopted the proposal on Beijing Hezong Science&Technology Co.Ltd(300477) 2022 restricted stock incentive plan (Draft) and its summary Proposals related to this incentive plan, such as the proposal on Beijing Hezong Science&Technology Co.Ltd(300477) 2022 restricted stock incentive plan implementation assessment management measures, and the proposal on verifying the list of incentive objects of the company’s 2022 restricted stock incentive plan.
3. On March 11, 2022, the company disclosed the verification opinions and publicity statement of the board of supervisors on the list of some incentive objects granted by the company’s restricted stock incentive plan for the first time in 2022 in cninfo, confirming that the company has publicized the list of incentive objects in the company through the company’s OA system. The publicity time is from March 2, 2022 to March 11, 2022. As of the expiration of the publicity period, The company has not received any objection to the list of proposed incentive objects. 4. On March 17, 2022, the company held the third extraordinary general meeting of shareholders in 2022, deliberated and adopted the proposal on Beijing Hezong Science&Technology Co.Ltd(300477) 2022 restricted stock incentive plan (Draft) and its summary, and the proposal on Beijing Hezong Science&Technology Co.Ltd(300477) 2022 restricted stock incentive plan implementation assessment management measures Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company’s restricted stock incentive plan in 2022.
5. On March 17, 2022, the company disclosed the self inspection report on the trading of the company’s shares by insiders and incentive objects of the company’s restricted stock incentive plan in 2022 in cninfo.
6. On March 21, 2022, the company held the third meeting of the sixth board of directors, deliberated and passed the proposal on granting restricted shares to the incentive objects of the restricted stock incentive plan in 2022 for the first time, and agreed to grant 2143 shares of class II restricted shares to 134 incentive objects with the grant price of 6.26 yuan / share on March 21, 2022. The related directors Zhang Xiaoyi and Zhang Shu have avoided voting.
The independent directors of the company expressed their independent opinions on the granting of the incentive plan.
7. On March 21, 2022, the company held the third meeting of the sixth board of supervisors, deliberated and adopted the proposal on granting restricted shares to the incentive objects of the 2022 restricted stock incentive plan for the first time.
After verification, our lawyers believe that as of the date of issuance of this legal opinion, the first grant of the company’s restricted stock incentive plan has obtained the necessary approval and authorization at this stage, which is in line with the relevant provisions of the administrative measures, incentive plan (Draft), etc.
2、 Relevant information on the award of this incentive plan
(I) the first grant date of this incentive plan
1. According to the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company’s restricted stock incentive plan in 2022, which was deliberated and adopted at the third extraordinary general meeting of shareholders in 2022, the general meeting of shareholders authorized the board of directors to handle matters related to the granting of shares to incentive objects.
2. According to the proposal on the first grant of restricted shares to the incentive objects of the 2022 restricted stock incentive plan deliberated and adopted at the third meeting of the sixth board of directors of the company, the first grant date of restricted shares is March 21, 2022.
3. The independent directors of the company expressed their independent opinions and believed that the procedure for the company to grant restricted shares to incentive objects was legal, and agreed to take March 21, 2022 as the first grant date of this restricted stock incentive plan.
4. The third meeting of the sixth board of supervisors of the company deliberated and approved the proposal on the first grant of restricted shares to the incentive objects of the restricted stock incentive plan in 2022, and agreed to take March 21, 2022 as the first grant date of the restricted stock incentive plan.
5. According to the verification of our lawyers, the first grant date determined by the board of directors of the company is the trading day within 60 days from the date when the incentive plan is deliberated and approved by the general meeting of shareholders of the company.
After verification, our lawyers believe that the first grant date of the restricted stock incentive plan determined by the board of directors of the company complies with the relevant provisions on the grant date such as the administrative measures and the incentive plan (Draft).
(II) conditions for the first grant of this incentive plan
According to the relevant provisions of the incentive plan (Draft) deliberated and approved by the company’s third extraordinary general meeting in 2022, the incentive object can be granted restricted shares only when the following conditions are met at the same time:
1. The company is not under any of the following circumstances:
(1) The financial and accounting 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;
(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.
2. The incentive object does not have any of the following situations:
(1) Being identified as an inappropriate candidate by the stock exchange within the last 12 months;
(2) In the last 12 months, it has been identified as an inappropriate candidate by the CSRC and its dispatched offices;
(3) Being administratively punished by the CSRC and its dispatched offices or taking market entry prohibition measures for major violations of laws and regulations in 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 the equity incentive of listed companies according to laws and regulations;
(6) Other circumstances recognized by the CSRC.
After verification by the lawyers of the firm, as of the date of issuance of this legal opinion, the company and the object of this restricted stock grant have not been subject to the above circumstances of not granting restricted shares. The general meeting of shareholders of the company has approved the incentive plan (Draft) and authorized the board of directors of the company to handle matters related to the granting of shares to incentive objects. According to the proposal on granting restricted shares to incentive objects for the first time deliberated and adopted at the third meeting of the sixth board of directors of the company, the board of directors considered that the granting conditions had been met, and the independent directors expressed their independent opinions. Our lawyers believe that the conditions for granting restricted shares stipulated in the incentive plan (Draft) have been met.
(III) object, quantity and price of the incentive plan for the first time
1. According to the incentive plan (Draft) approved by the company’s third extraordinary general meeting in 2022, the company’s restricted stock incentive plan granted a total of 134 incentive objects for the first time, including directors, senior managers, managers of the company and its subsidiaries, core business (technical) backbone and other incentive objects that the board of directors deems necessary. March 2, 2022
