No. 8, Beichen East Road, Chaoyang District, Beijing, China
6 / F, building a, Beichen Huibin building
Postal Code: 100101
F6 / A, North Star Huibin Plaza, No.8 Beichen East Road, Chaoyang District, Beijing 100101 China
About Venustech Group Inc(002439)
Revise the third employee stock ownership plan
of
Legal opinion
Beijing Tianchi Juntai law firm
About Venustech Group Inc(002439)
Legal opinion on Amending the third phase of employee stock ownership plan
To: Venustech Group Inc(002439)
Beijing Tianchi Juntai law firm (hereinafter referred to as “the firm”) has accepted the entrustment of Venustech Group Inc(002439) (hereinafter referred to as ” Venustech Group Inc(002439) ” or “the company”) to act as the special legal adviser for the company to revise the third phase of the employee stock ownership plan (hereinafter referred to as “the employee stock ownership plan” or “the plan”). According to the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the guiding opinions on the pilot implementation of employee stock ownership plan by listed companies (hereinafter referred to as the “pilot guiding opinions”), the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – business handling, and the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board Issue legal opinions on matters related to the revision of the third phase of the employee stock ownership plan by the company in accordance with the guidelines for information disclosure of listed companies of Shenzhen Stock Exchange No. 4 – employee stock ownership plan and other laws and regulations, as well as other normative documents and the relevant provisions of Venustech Group Inc(002439) articles of association.
Our lawyer hereby makes the following statement on the issuance of this legal opinion:
1、 In accordance with the provisions of the securities law, the measures for the administration of law firms engaging in securities legal business and the rules for the practice of securities legal business of law firms (for Trial Implementation), as well as the facts that have occurred or exist before the date of issuance of this legal opinion, the firm and its handling lawyers have strictly performed their statutory duties, followed the principles of diligence, responsibility and good faith, and have made comments on the legality and effectiveness of the company’s revision of this employee stock ownership plan The effectiveness has been fully verified and verified, and legal opinions have been issued to ensure that the 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.
2、 The company warrants to the exchange that it has provided the authentic original written materials, copies or written instructions necessary for the issuance of this legal opinion, and the company has not omitted when providing documents to the exchange; The signatures and seals on all documents are authentic, and all copies or copies are consistent with the original. For the facts related to the issuance of this legal opinion that are difficult to conduct comprehensive verification due to objective restrictions or cannot be supported by independent evidence, our lawyers issue opinions according to the supporting documents issued by relevant government departments, Venustech Group Inc(002439) , incentive objects or other relevant units and the publicly available information of the competent department.
3、 This legal opinion only expresses opinions on legal issues related to the revision of the employee stock ownership plan. The firm and the handling lawyer are not qualified to express opinions on professional matters such as accounting and auditing. In the process of making legal opinions, our lawyers have fulfilled the special duty of care of legal professionals for business matters related to law; For other business matters, our lawyers have fulfilled the general duty of care of ordinary people.
4、 This legal opinion is only for the purpose of Venustech Group Inc(002439) this revision of the employee stock ownership plan, and shall not be used for any other purpose without the written consent of the exchange. Neither the firm nor its lawyers have authorized any institution or individual to make any explanation or explanation on this legal opinion.
5、 The exchange agrees to publicly disclose this legal opinion as one of the necessary legal documents for Venustech Group Inc(002439) revising this ESOP together with other information disclosure documents, and bear corresponding legal liabilities for the legal opinion issued in accordance with the law.
In accordance with the requirements of relevant laws, administrative regulations and normative documents, and in accordance with the business standards, ethics and the spirit of diligence recognized by the Chinese lawyer industry, our lawyers have verified and verified the relevant facts involved in Venustech Group Inc(002439) revising the employee stock ownership plan, and issued the following legal opinions:
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1、 Venustech Group Inc(002439) implement the approval and authorization of this ESOP
According to the meeting documents provided by the company and the lawyer of the firm’s inquiry about the announcement issued by the company on cninfo.com, as of the date of issuance of this legal opinion, the company has performed the following procedures for the implementation of the employee stock ownership plan:
On September 21, 2020, the company held an employee congress and fully solicited the opinions of employees on the proposed implementation of the employee stock ownership plan.
On September 22, 2020, the company held the 15th meeting of the 4th board of directors, deliberated and adopted the proposal on Venustech Group Inc(002439) phase III ESOP (Draft) and summary, the proposal on Venustech Group Inc(002439) phase III ESOP management measures, and the proposal on requesting the general meeting of shareholders to authorize the board of directors to fully handle matters related to the ESOP. Meanwhile, the independent directors of the company expressed their consent to the employee stock ownership plan.
On September 22, 2020, the company held the 13th meeting of the 4th board of supervisors, deliberated and approved the proposal on Venustech Group Inc(002439) phase III ESOP (Draft) and summary, the proposal on Venustech Group Inc(002439) phase III ESOP management measures, and agreed to implement the ESOP and submit the ESOP to the general meeting of shareholders for deliberation.
On October 15, 2020, the company held the second extraordinary general meeting of shareholders in 2020, deliberated and approved the proposal on Venustech Group Inc(002439) phase III ESOP (Draft) and summary and relevant proposals, agreed to implement the phase III ESOP, and authorized the board of directors to handle matters related to the ESOP.
2、 Venustech Group Inc(002439) revise the procedures performed in this ESOP
According to the meeting documents provided by the company, as of the date of issuance of this legal opinion, Venustech Group Inc(002439) for the revision of the employee stock ownership plan, the following procedures have been performed:
1. On April 6, 2022, Venustech Group Inc(002439) organized and held the third general meeting of the holders of the employee stock ownership plan. With the consent of more than 2 / 3 of the shares held by the holders attending the general meeting, the general meeting of the holders deliberated and adopted the amendments to the employee stock ownership plan and management measures.
2. On April 6, 2022, Venustech Group Inc(002439) held the 28th meeting of the 4th board of directors, deliberated and adopted the proposal on Revising Venustech Group Inc(002439) the third employee stock ownership plan (Draft) and abstract and the proposal on Revising the management method of Venustech Group Inc(002439) the third employee stock ownership plan; The independent director issued an independent opinion agreeing to revise the employee stock ownership plan.
3. On April 6, 2022, Venustech Group Inc(002439) held the 24th Meeting of the 4th board of supervisors, deliberated and adopted the proposal on Revising Venustech Group Inc(002439) the third employee stock ownership plan (Draft) and abstract and the proposal on Revising the management method of Venustech Group Inc(002439) the third employee stock ownership plan.
To sum up, our lawyers believe that as of the date of issuance of this legal opinion, Venustech Group Inc(002439) in order to revise this ESOP, it has fulfilled the approval procedures that should be performed at this stage, in line with the relevant provisions of laws, regulations and normative documents such as the pilot guidance. 3、 Contents of this ESOP revision
According to the meeting documents provided by the company and verified by our lawyers, the board of directors of the company added the equity disposal method of “non transaction transfer” in the draft of phase III ESOP, and revised the draft of phase III ESOP and management measures accordingly. The specific amendments are as follows:
Revised section before revision after revision
Article 4 (1) of section 2 of Chapter 9 is responsible for convening and presiding over the shareholders’ meeting; (1) Convene and preside over the shareholders’ meeting;
Article “the management committee Bank (2) opens a securities account for the employee stock ownership plan, (2) opens a securities account for the employee stock ownership plan and its responsibilities” capital account and other relevant accounts; Capital account and other relevant accounts;
(3) Supervise the ESOP on behalf of all holders (3) supervise the daily management of the ESOP on behalf of all holders; Daily management of planning;
(4) Represent all holders and ESOP (4) exercise the shareholder rights corresponding to the ESOP assets on behalf of all holders and ESOP; right;
(5) Draw up and implement the employee stock ownership plan (5) draw up and implement the employee stock ownership plan, participate in the company’s share allotment, additional issuance or issuance during the duration, and participate in the company’s share allotment, additional issuance or issuance of convertible bonds and other refinancing matters during the convertible period; Plans for refinancing matters such as debt;
(6) (6) sign relevant agreements and contracts on behalf of all holders and ESOP; Sign relevant agreements and contracts with foreign parties;
(7) Decide that the plan holder is responsible for employee stock ownership (7) decide the disqualification of the plan holder, liquidation of the plan and property distribution; Share recovery, undertaking and cashing of corresponding income
(8) Handle the corresponding share and corresponding distribution in case of resignation and non arrangement in assessment of the holder, and be responsible for the liquidation of the employee stock ownership plan and the qualification and inheritance of property;
Disposal of the underlying stock; (8) Handle matters related to non trading transfer of shares
(9) According to the management measures, the property of the stock holding plan should be adjusted;
Disposal; (9) Handle other duties granted by the holder’s meeting in case of resignation and non-compliance in assessment (10). Disposal of corresponding shares and corresponding underlying shares in case of qualification, inheritance, etc;
(10) Dispose of the property of the shareholding plan according to the management measures;
(11) Other duties conferred by the shareholders’ meeting.
After the expiration of the lock-in period (V) in Section 2 of Chapter 10, after the expiration of the agreed lock-in period (V), and after meeting the agreed conditions for unlocking the rights held by the holder, the management committee shall sell the unlocked target shares according to the conditions for unlocking the rights held by the holder, and the management committee shall choose the opportunity to sell the unlocked target shares according to the situation that the holding interests are not changed or the authorization of the meeting of some people, and the authorization of the meeting of some people shall choose the opportunity to sell the unlocked target shares, When the obtained cash assets or other distributable shares are obtained, the obtained cash assets or other distributable income are distributed according to the income attributable to the holder, after deducting the corresponding taxes, according to the planned share. Distribute according to the plan shares attributable to the holder; Or upon the application of the holder, the corresponding underlying shares shall be transferred to the securities account of the employee stock ownership plan
