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About Beijing Kingsoft Office Software Inc(688111)
Implementation of restricted stock incentive plan in 2022
Legal opinion
To: Beijing Kingsoft Office Software Inc(688111)
Beijing JUNHE law firm (hereinafter referred to as “the firm”) is a law firm registered and established in Beijing Municipal Bureau of justice and practising according to law.
Entrusted by Beijing Kingsoft Office Software Inc(688111) (hereinafter referred to as the “company”, “listed company” or ” Beijing Kingsoft Office Software Inc(688111) “), the exchange serves as the special legal adviser of Beijing Kingsoft Office Software Inc(688111) 2022 restricted stock incentive plan (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, measures for the administration of equity incentives 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 business guide for information disclosure of listed companies on the science and Innovation Board No. 4 – disclosure of equity incentive information (hereinafter referred to as the “business guide”) and the relevant provisions of other relevant laws, regulations and normative documents of the people’s Republic of China (excluding Hong Kong Special Administrative Region, Macao Special administrative region and Taiwan region, hereinafter referred to as “China” for the purpose of this legal opinion), This legal opinion is issued on this incentive plan.
In order to issue this legal opinion, the lawyers of our firm have made a discussion on the relevant facts involved in this incentive plan, including the subject qualification of the implementation of this incentive plan, the content of the stock incentive plan (Draft), the legal procedures to be performed for the implementation of this incentive plan, the scope of the incentive objects of this incentive plan, the information disclosure of this incentive plan, whether the company provides financial assistance to the incentive objects Due diligence was conducted on the impact of the incentive plan on the interests of the company and all shareholders and the avoidance of voting by related directors, and relevant personnel were asked and necessary discussions were held on relevant matters.
In order to ensure the authenticity and accuracy of relevant conclusions in the legal opinion, our lawyers have issued this
The documents related to the legal opinion have been reviewed and rely on Beijing Kingsoft Office Software Inc(688111) ‘s guarantee as follows: Beijing Kingsoft Office Software Inc(688111) has provided the original written materials, copies, copies or oral testimony necessary for the issuance of this legal opinion to the exchange without any omission or concealment; If the documents are copies or copies, their contents shall be consistent with the original or the original; The signatories of all documents submitted to the exchange have full civil capacity, and their signing has been properly and effectively authorized.
For the facts that cannot be independently verified by our firm, our lawyers rely on relevant certificates and explanatory documents issued by relevant government departments, Beijing Kingsoft Office Software Inc(688111) and other relevant parties.
In this legal opinion, our lawyers only express legal opinions on important legal issues that have occurred or exist before the issuance date of this legal opinion and related to this incentive plan, and do not express opinions on other issues, accounting, audit, investment decision-making, performance assessment objectives and other professional matters. This legal opinion is issued on the basis of Chinese laws and is limited to the Chinese laws that have been published and in force before the issuance of this legal opinion. This legal opinion does not express opinions on overseas laws or matters applicable to overseas laws. The reference of our lawyers to the contents of professional documents related to accounting, auditing (including but not limited to audit reports, etc.) in this legal opinion does not mean that our lawyers make any express or implied guarantee for the authenticity and accuracy of these professional documents and the referenced contents, and our lawyers do not have the professional qualification to check and judge these professional documents and the referenced contents.
In accordance with the securities law of the people’s Republic of China, the measures for the administration of securities legal business by law firms and the rules for the practice of securities legal business by law firms (for Trial Implementation), and the facts that have occurred or exist before the date of issuance of this legal opinion, the firm and its lawyers have strictly performed their statutory duties, followed the principles of diligence and good faith, and conducted full verification and verification, Ensure that the domestic 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 bear corresponding legal liabilities.
This legal opinion is only for Beijing Kingsoft Office Software Inc(688111) the purpose of this incentive plan and shall not be used for any other purpose. Our lawyers agree to submit this legal opinion as a necessary legal document for Beijing Kingsoft Office Software Inc(688111) applying for this incentive plan together with other application materials to Shanghai Stock Exchange (hereinafter referred to as “Shanghai Stock Exchange”) and make an announcement. Our lawyers agree that Beijing Kingsoft Office Software Inc(688111) quote and disclose the contents of this legal opinion in part or in whole in the application materials or in accordance with the requirements of China’s securities regulatory authorities, but Beijing Kingsoft Office Software Inc(688111) make the above quotation or disclosure shall be comprehensive and accurate and shall not lead to errors and deviations in the interpretation of this legal opinion.
Based on the above, in accordance with the requirements of the lawyer law of the people’s Republic of China and in accordance with the recognized business standards, ethics and the spirit of diligence and responsibility of the Chinese lawyer industry, this legal opinion is issued as follows:
1、 Subject qualification for implementing this incentive plan
1.1. According to the reply on Approving the registration of Beijing Kingsoft Office Software Inc(688111) initial public offering (zjxk [2019] No. 1973) issued by China Securities Regulatory Commission (hereinafter referred to as “CSRC”) on October 24, 2019, the company’s shares have been listed on the science and Innovation Board of Shanghai Stock Exchange since November 18, 2019, with stock code: Beijing Kingsoft Office Software Inc(688111) .
1.2. According to the business license (Unified Social Credit Code: 91110108587665983j) issued by Beijing Haidian District market supervision and Administration Bureau on June 24, 2021, Beijing Kingsoft Office Software Inc(688111) was established on December 20, 2011, with a registered capital of 461 million yuan, and its domicile is No. 001, floor 9, building 5, yard 33, xierqizhong Road, Haidian District, Beijing. The legal representative is Zou Tao, and the type is joint stock limited company (Sino foreign joint venture and listed), The business scope is to develop office software; Sell self-developed software products; Computer system integration; Technical service and technical consultation; Wholesale computer software, hardware, auxiliary equipment and communication products; Import and export of goods and technology; (not involving commodities under state-owned trade administration; those involving commodities under quota license administration shall go through the application procedures in accordance with the relevant provisions of the state), design, produce, act as an agent and publish advertisements; Wholesale of publications. (market entities shall independently choose business projects and carry out business activities according to law; projects that must be approved according to law shall carry out business activities according to the approved contents after being approved by relevant departments; they shall not engage in business activities of projects prohibited and restricted by national and municipal industrial policies). According to the confirmation of Beijing Kingsoft Office Software Inc(688111) and verified by the national enterprise credit information publicity system（ http://www.gsxt.gov.cn./ ）, Beijing Kingsoft Office Software Inc(688111) is a joint stock limited company established and validly existing according to law, and there is no need to terminate in accordance with the company law and other laws, regulations, normative documents and Beijing Kingsoft Office Software Inc(688111) articles of Association (hereinafter referred to as the “articles of association”). 1.3. According to Beijing Kingsoft Office Software Inc(688111) 2022 restricted stock incentive plan (Draft) (hereinafter referred to as “stock incentive plan (Draft)”, Beijing Kingsoft Office Software Inc(688111) disclosed announcement, confirmation of Jinshan office and verification by lawyers of the exchange, Beijing Kingsoft Office Software Inc(688111) does not have the situation that equity incentive shall not be implemented as stipulated in Article 7 of the administrative measures:
(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 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.
To sum up, as of the date of issuance of this legal opinion, Beijing Kingsoft Office Software Inc(688111) is a listed company established and effectively existing according to law. There is no situation that equity incentive shall not be implemented as stipulated in Article 7 of the administrative measures, and it is qualified to implement this incentive plan. 2、 Legality and compliance of the content of this incentive plan 2.1 According to the resolution of the 22nd Meeting of the second board of directors held by Beijing Kingsoft Office Software Inc(688111) on March 23, 2022, the meeting deliberated and adopted the proposal on the company’s restricted stock incentive plan in 2022 (Draft) and its summary. 2.2. According to the stock incentive plan (Draft) provided by the company, the content of the stock incentive plan (Draft) is divided into 14 chapters, It includes “interpretation”, “purpose and principle of the incentive plan”, “management organization of the incentive plan”, “basis and scope for determining incentive objects”, “incentive mode, source, quantity and distribution of restricted shares”, “validity period, grant date, attribution arrangement and lock up period of the incentive plan”, “grant price and determination method of grant price of restricted shares”, “grant and attribution conditions of restricted shares” “Implementation procedures of restricted stock incentive plan”, “adjustment methods and procedures of restricted stock incentive plan”, “accounting treatment of restricted stock”, “respective rights and obligations of the company / incentive object”, “treatment of changes in the company / incentive object” and “Supplementary Provisions”. 2.3. According to the stock incentive plan (Draft) provided by the company, the stock incentive plan (Draft) has specified the following items:
(1) The purpose of equity incentive;
(2) Determination basis and scope of incentive objects;
(3) The number of rights and interests to be granted, the type, source and quantity of the underlying shares involved in the rights and interests to be granted, and the percentage in the total share capital of the listed company; In case of sub grant, the number of rights and interests to be granted each time, the number of underlying shares involved, the percentage in the total amount of underlying shares involved in the equity incentive plan and the percentage in the total share capital of the listed company; Where reserved rights and interests are set, the number of rights and interests to be reserved, the number of underlying stocks involved and the percentage in the total amount of underlying stocks of the equity incentive plan;
(4) The job category of the incentive object (individually or by appropriate classification), the number of rights and interests that can be granted and the percentage in the total amount of rights and interests to be granted under the equity incentive plan;
(5) The validity period of the equity incentive plan, the granting date of restricted shares, the restricted sale period and the lifting of the restricted sale arrangement;
(6) The grant price of restricted shares or the method for determining the grant price;
(7) Conditions for granting rights and interests to incentive objects and exercising rights and interests;
(9) Methods and procedures for adjusting the number of rights and interests, the number of underlying shares, grant price or exercise price; (10) The accounting treatment method of equity incentive, the determination method of the fair value of restricted shares, and the expected impact of the implementation of restricted shares on the operating performance of listed companies;
(11) Change and termination of equity incentive plan;
(12) The implementation of the equity incentive plan in case of change of control, merger, division of the listed company and change of position, resignation and death of the incentive object;
(13) Relevant disputes or dispute settlement mechanism between listed companies and incentive objects;
(14) Other rights and obligations of listed companies and incentive objects.
To sum up, the main contents of the stock incentive plan (Draft) examined and approved by Beijing Kingsoft Office Software Inc(688111) board of directors comply with Article 9 of the administrative measures and the listing rules. 3、 Legal procedures to be performed for the implementation of this incentive plan 3.1 Legal procedures performed
According to the relevant meeting resolutions, opinions of independent directors and other documents provided by the company, the company has performed the following procedures for this incentive plan:
(1) Beijing Kingsoft Office Software Inc(688111) the remuneration and assessment committee of the board of directors has drawn up the stock incentive plan (Draft) and its summary;
(2) Beijing Kingsoft Office Software Inc(688111) the board of directors held the 22nd Meeting of the second board of directors on March 23, 2022, 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, the proposal on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to the 2022 restricted stock incentive plan, and the proposal on proposing to convene the company’s 2021 annual general meeting of shareholders were reviewed and approved; (3) Beijing Kingsoft Office Software Inc(688111) the board of supervisors held the 19th meeting of the second session of the board of supervisors on March 23, 2022, and deliberated and adopted the proposal on the company’s restricted stock incentive plan in 2022 (Draft) and its summary, the proposal on the company’s assessment and management measures for the implementation of the restricted stock incentive plan in 2022, and the proposal on verifying the company’s incentive plan in 2022
