Guohao law firm (Shanghai)
Notice on matters related to Jiangsu Gian Technology Co.Ltd(300709) 2019 and 2020 restricted stock incentive plan repurchase, cancellation of some restricted shares and adjustment of repurchase price
Legal opinion
Floor 23-25, Jiadi center, No. 968, West Beijing Road, Shanghai 200041
23-25/F, Garden Square, 968 West Beijing Road, Shanghai 200041, China
Tel: (+ 86) (21) 52341668 Fax: (+ 86) (21) 52433320
Website: http://www.grandall.com.cn.
March, 2002
catalogue
interpretation…… 2 Section 1 Introduction 4 Section II text 6 I. approval and authorization of this repurchase cancellation and this adjustment 6 II. Reasons for cancellation of this repurchase, quantity and specific conditions of repurchase price 6 III. concluding comments 8 section III signature page ten
interpretation
Unless otherwise specified, the relevant words in this legal opinion have the following specific meanings: Jiangsu Gian Technology Co.Ltd(300709) , the company and the company
Refers to Jiangsu Gian Technology Co.Ltd(300709) (Stock Code: Jiangsu Gian Technology Co.Ltd(300709) ) company
2019 restricted stock index Jiangsu Gian Technology Co.Ltd(300709) 2019 restricted stock incentive plan (Draft)
Assessment in 2019 refers to the management measures for the assessment of incentive plan implementation in Jiangsu Gian Technology Co.Ltd(300709) 2019 restricted stock incentive measures
2020 restricted stock Jiangsu Gian Technology Co.Ltd(300709) 2020 restricted stock incentive plan (Draft Amendment)
Incentive plan (Revised Draft)
(Revised)
The 2020 implementation assessment refers to the measures for the administration of assessment of incentive plan implementation of Jiangsu Gian Technology Co.Ltd(300709) 2020 restricted stock incentive measures (Revised Version)
2019 incentive plan refers to Jiangsu Gian Technology Co.Ltd(300709) 2019 restricted stock incentive plan
2020 incentive plan refers to Jiangsu Gian Technology Co.Ltd(300709) 2020 restricted stock incentive plan
According to the conditions specified in the plan, the company grants a certain number of restricted shares to incentive objects, which refer to the company’s shares. These shares are set with a certain period of restricted sale period. The restricted sale and circulation can be lifted only after meeting the conditions for lifting the restricted sale specified in the plan
According to the provisions of the incentive plan, the company’s directors and high incentive objects who obtain restricted shares refer to the first-class managers, middle-level managers and core backbone employees (including foreign employees)
Shenzhen stock exchange refers to Shenzhen Stock Exchange
The articles of association refers to the Jiangsu Gian Technology Co.Ltd(300709) articles of association
Company Law refers to the company law of the people’s Republic of China
Securities Law refers to the securities law of the people’s Republic of China
The Administrative Measures refer to the administrative measures for equity incentive of listed companies
Listing Rules refers to the Shenzhen Stock Exchange GEM Listing Rules (revised in 2020)
Guide No. 5 refers to guide No. 5 for business handling of GEM listed companies – equity incentive
CSRC and CSRC refer to China Securities Regulatory Commission
China Securities Depository and Clearing Corporation refers to Shenzhen Branch of China Securities Depository and Clearing Corporation Limited
This office refers to Guohao law firm (Shanghai)
The lawyer of the firm refers to the handling lawyer appointed by the firm
Yuan refers to RMB unless otherwise specified
Guohao law firm (Shanghai)
About Jiangsu Gian Technology Co.Ltd(300709)
Matters related to repurchase and cancellation of some restricted shares and adjustment of repurchase price under the restricted stock incentive plan in 2019 and 2020
Legal opinion
To: Jiangsu Gian Technology Co.Ltd(300709)
Guohao law firm (Shanghai) is entrusted by Jiangsu Gian Technology Co.Ltd(300709) to issue this legal opinion on the matters related to the repurchase and cancellation of restricted shares granted to some incentive objects in the company’s restricted stock incentive plan in 2019 and 2020 (hereinafter referred to as “this repurchase cancellation”) and the adjustment of repurchase price (hereinafter referred to as “this adjustment”).
In accordance with the company law, the securities law, the administrative measures, the guide for business handling of companies listed on GEM No. 5 – equity incentive, the administrative measures for law firms to engage in securities legal business, the rules for the practice of securities legal business of law firms and other relevant laws, regulations and normative documents, as well as the relevant provisions of the articles of association, in accordance with the business standards recognized by the lawyer industry This legal opinion is issued in accordance with the code of ethics and the spirit of diligence, taking the facts as the basis and the law as the criterion.
Section I Introduction
The lawyer of our firm gives legal opinions according to the facts that have occurred or existed before the date of issuance of this legal opinion, the current laws and regulations of China and the relevant provisions of the CSRC, and declares as follows:
(I) in accordance with the provisions of the company law, the securities law, the administrative measures and other relevant laws, regulations and normative documents and the facts that have occurred or exist before the date of issuance of the legal opinion, the exchange and the handling lawyers have strictly performed their statutory duties, followed the principles of diligence and good faith, and conducted sufficient verification and verification to ensure that the facts identified in the legal opinion are true, accurate and complete, The concluding opinions issued are legal and accurate, without false records, misleading statements or major omissions, and shall bear corresponding legal liabilities.
(II) our lawyers agree to take this legal opinion as a necessary legal document for the company’s repurchase cancellation and adjustment, report or publicly disclose it together with other application materials, and are willing to bear corresponding legal liabilities.
(III) the company guarantees that it has provided the lawyers of the firm with authentic, complete and effective original written materials, copies or oral testimony necessary for issuing legal opinions.
(IV) for the fact that this legal opinion is very important and cannot be supported by independent evidence, our lawyers rely on the supporting documents, testimony or copies of documents issued or provided by relevant government departments, companies or other relevant units or relevant persons to issue legal opinions.
(V) this legal opinion only gives legal opinions on the restricted shares that have been granted to some incentive objects but have not yet been lifted and the matters related to the adjustment of repurchase price according to law, and does not give opinions on the rationality of the underlying stock value, assessment standards and other issues involved in the company’s incentive plan, as well as accounting, finance and other non legal professional matters. The express or implied warranty of the accuracy of the data stated in the financial opinion shall not be deemed to have been made when the financial opinion is expressed or implied.
(VI) our lawyer has not authorized any unit or individual to make any explanation or explanation on this legal opinion. (VII) this legal opinion is only used by the company for the purpose of this repurchase cancellation and this adjustment, and shall not be used for any other purpose.
Section II main body
1、 Approval and authorization of this repurchase cancellation and this adjustment
After verification by our lawyers, as of the date of issuance of this legal opinion, the company has performed the following procedures for the implementation of this repurchase cancellation and this adjustment:
(I) on March 31, 2022, the company held the ninth meeting of the third board of directors, deliberated and approved the proposal on repurchase and cancellation of restricted shares granted to some incentive objects but not yet lifted the restriction on sales and adjustment of repurchase price. The independent directors of the company expressed their independent opinions on the relevant proposals.
(II) on March 31, 2022, the company held the seventh meeting of the third board of supervisors, deliberated and approved the proposal on repurchase and cancellation of restricted shares granted to some incentive objects but not yet lifted the restriction on sales and adjustment of repurchase price.
(III) the cancellation of this repurchase and this adjustment shall be submitted to the general meeting of shareholders of the company for deliberation.
In conclusion, our lawyers believe that as of the date of issuance of this legal opinion, the company has obtained the necessary approval and authorization for the implementation of this repurchase cancellation and this adjustment at this stage. This repurchase cancellation and this adjustment need to be submitted to the general meeting of shareholders for deliberation and approval, which is in line with the laws, regulations and normative documents such as the company justice, the securities law and the administrative measures, as well as the 2019 restricted stock incentive plan (Draft) Relevant provisions of the 2020 restricted stock incentive plan (Revised Draft).
2、 The reason and quantity of this repurchase cancellation and the specific situation of the repurchase price
(I) reason for cancellation of this repurchase
According to the relevant provisions of the 2019 restricted stock incentive plan (Draft) and 2020 restricted stock incentive plan (Revised Draft), the incentive objects of the 2019 incentive plan and 2020 incentive plan leave their jobs due to resignation, layoffs of the company, and the contract will not be renewed at the expiration of the contract. The restricted shares granted to the incentive objects but not yet lifted shall not be lifted, and shall be repurchased and cancelled by the company.
Some incentive objects of the 2019 incentive plan involved in this repurchase and cancellation have resigned due to personal reasons and do not have the qualification of incentive objects specified in the 2019 incentive plan. The restricted shares held by these incentive objects that have not been lifted shall be repurchased and cancelled by the company, involving 14978 restricted shares in total.
Some incentive objects of the 2020 incentive plan involved in the repurchase and cancellation have resigned due to personal reasons and do not have the qualification of incentive objects specified in the 2020 incentive plan. The restricted shares held by these incentive objects that have not been lifted shall be repurchased and cancelled by the company, involving 4446 restricted shares in total.
To sum up, the repurchase and cancellation involves 19424 restricted shares granted by the 2019 incentive plan and 2020 incentive plan, accounting for about 0.013% of the total share capital of the company.
(II) the price of this repurchase cancellation
1. Restricted stock repurchase price of 2019 incentive plan
According to the relevant provisions of the 2019 restricted stock incentive plan (Draft), after the restricted stock granted to the incentive object of the 2019 incentive plan completes the share registration, if the company has matters affecting the total amount of the company’s share capital or the price and quantity of the company’s shares, such as the conversion of capital reserve into share capital, the distribution of stock dividends, the division of shares, the allotment of shares, the reduction of shares or the distribution of dividends, The company shall adjust the repurchase price and quantity of restricted shares that have not been lifted.
After verification by our lawyers, the company held the 2019 annual general meeting of shareholders on May 15, 2020 and deliberated and approved the proposal on the company’s 2019 profit distribution plan. The 2019 profit distribution plan is to distribute cash dividends of 2.9 yuan (including tax) to all shareholders for every 10 shares and increase 3 shares to all shareholders with capital reserve for every 10 shares. The 2019 equity distribution plan of the company has been implemented on June 12, 2020.
The company held the 2020 annual general meeting of shareholders on May 10, 2021, which deliberated and approved the proposal on the company’s profit distribution plan in 2020. The profit distribution plan in 2020 is to distribute cash dividends of 2 yuan (including tax) to all shareholders for every 10 shares and increase 2 shares to all shareholders for every 10 shares with capital reserve. The 2020 equity distribution plan of the company has been implemented on June 1, 2021.
According to the relevant provisions of the 2019 restricted stock incentive plan (Draft), as the company’s equity distribution plan for 2019 and 2020 has been implemented, and approved by the ninth meeting of the third board of directors and the seventh meeting of the third board of supervisors, the company’s repurchase cancellation price of some restricted shares granted for the first time in the 2019 restricted stock incentive plan has been adjusted from the original grant price of 23.41 yuan / share to 14.65 yuan / share.
2. Restricted stock repurchase price of 2020 incentive plan
According to the relevant provisions of the 2020 restricted stock incentive plan (Revised Draft), the 2020 incentive plan
