Beijing Fengyou law firm
About Vanfund Urban Investment&Development Co.Ltd(000638)
Legal opinions on matters related to stock option grant reserved in 2021 stock option incentive plan
April, 2002
Beijing Fengyou law firm
About Vanfund Urban Investment&Development Co.Ltd(000638)
The 2021 stock option incentive plan has reserved for matters related to the grant of stock options
Legal opinion
To: Vanfund Urban Investment&Development Co.Ltd(000638)
Beijing Fengyou law firm (hereinafter referred to as “the firm”) is entrusted by Vanfund Urban Investment&Development Co.Ltd(000638) (hereinafter referred to as “Wanfang development” or “the company”) to issue this legal opinion on matters related to the reserved stock option grant (hereinafter referred to as “the reserved grant”) of the company’s 2021 stock option incentive plan (hereinafter referred to as “the incentive plan”).
In order to issue this legal opinion, our lawyers have reviewed the relevant board meeting documents, board of supervisors meeting documents, independent opinions of independent directors and other documents that our lawyers believe need to be reviewed in the Vanfund Urban Investment&Development Co.Ltd(000638) 2021 stock option incentive plan (hereinafter referred to as the “option incentive plan”), and verified and verified the relevant facts and materials by querying the public information.
In order to issue this legal opinion, our lawyers have checked and verified the documents and facts related to this incentive plan in accordance with the provisions of relevant laws, administrative regulations, normative documents and the requirements of our business rules and in the principle of prudence and importance.
With regard to this legal opinion, our lawyer makes the following statement:
1. In the course of work, our lawyers have been assured by the company that the company has provided our lawyers with the original written materials, duplicate materials and oral testimony that our lawyers believe are necessary for the preparation of legal opinions, and the documents and materials provided are true, complete and effective without concealment, falsehood and major omissions. 2. The lawyers of the firm shall express their legal opinions in accordance with the facts that have occurred or existed before the date of issuance of this legal opinion, the company law of the people’s Republic of China, the securities law of the people’s Republic of China and other current national laws, regulations and normative documents, as well as the relevant provisions of the CSRC.
3. For the fact that this legal opinion is very important and cannot be supported by independent evidence, our lawyers rely on the supporting documents issued by relevant government departments, Wanfang development or other relevant units and the publicly available information of the competent department as the basis for making this legal opinion.
4. 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, the rules for the practice of securities legal business by law firms (for Trial Implementation) and other provisions, 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, 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.
5. This legal opinion only expresses legal opinions on legal issues in China related to this incentive plan. The firm and its handling lawyers are not qualified to express professional opinions on professional matters such as accounting and auditing and overseas legal matters. When accounting and auditing matters are involved in this legal opinion, they are quoted in strict accordance with the professional documents issued by relevant intermediaries and the instructions of Wanfang development.
6. Our lawyer agrees to take this legal opinion as a necessary legal document for this incentive plan.
7. This legal opinion is only for the purpose of Wanfang’s development of this incentive plan, and shall not be used for any other purpose.
The following legal opinions are issued in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of equity incentive of listed companies (Order No. 148 of the China Securities Regulatory Commission) (hereinafter referred to as the “measures”) and other laws, regulations and normative documents, as well as the Vanfund Urban Investment&Development Co.Ltd(000638) articles of Association (hereinafter referred to as the “articles of association”):
1、 Subject qualification reserved and granted this time
(I) basic information and existence of the company
According to the current valid business license of the company and after verification, as of the date of issuance of this legal opinion, the basic information of the company is as follows:
Name Vanfund Urban Investment&Development Co.Ltd(000638)
Unified social credit code 912100 Suzhou Victory Precision Manufacture Co.Ltd(002426) 66665h
Address: No. 30, Jiangyuan street, Jiangyuan District, Baishan City, Jilin Province
Legal representative: Zhang Hui
The registered capital is 309.4 million yuan
Enterprise type other joint stock limited company (listed)
Construction and investment of urban roads and infrastructure; Water supply and drainage and pipe network construction and investment;
Urban gas and pipe network construction and investment; Construction of urban service projects (schools, hospitals, etc.)
Establishment and investment; Urban old city reconstruction; Urban development and construction and construction of other infrastructure projects
Design and investment; Project investment and project management; Medical technology development; Data storage and processing
Services; Basic software services and application software services; Research and development of computer network
Business scope: design and installation; Development and sales of computer software and hardware, technology promotion, technology transfer
Technical consultation and technical services; Internet information services; Information system integration service; IOT
Network technical services; Information technology consulting services. (for projects subject to approval according to law, relevant
Business activities can only be carried out after approval by the Department)
Date of establishment: November 20, 1996
Business term: November 20, 1996 to August 31, 2046
According to the company’s current valid business license, articles of association and the verification of our lawyers, as of the date of issuance of this legal opinion, the company has no circumstances requiring termination in accordance with laws, regulations, other normative documents and the articles of association.
(II) the company is not prohibited from implementing the equity incentive plan
According to the audit report on Vanfund Urban Investment&Development Co.Ltd(000638) internal control and the audit report for 2020 (hereinafter referred to as the “audit report”) issued by ZTC Guanghua Certified Public Accountants (special general partnership) (ZTC Guanghua SZ (2021) No. 215029), the announcement information of the company and the instructions issued by the company, and verified by the lawyers of the firm, the company does not have the following circumstances under which the incentive plan shall not be implemented as stipulated in Article 7 of the management 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 latest fiscal year is an audit report with a negative opinion or unable to express an opinion issued by a certified public accountant;
3. Within the last 36 months after listing, there have been cases of failure to comply with laws and regulations, the articles of association and public commitments
Profit distribution of the bank;
4. Laws and regulations prohibit the implementation of incentives;
5. Other circumstances recognized by the CSRC.
To sum up, our lawyers believe that the company is a valid joint stock limited company, and there is no need to terminate in accordance with laws, regulations, other normative documents and the articles of association, and there is no need to implement the incentive plan in accordance with the management measures, so it has the subject qualification to implement the reserved grant.
2、 Approval and authorization of this reservation grant
1. On April 6, 2021, the company held the 22nd Meeting of the 9th board of directors, deliberated and approved the proposal on the company’s 2021 stock option incentive plan (Draft) and its summary, the proposal on the measures for the implementation and assessment of the company’s 2021 stock option incentive plan, and the proposal on submitting the general meeting of shareholders to authorize the board of directors to handle matters related to the 2021 stock option incentive plan; At the 10th meeting of the 9th board of supervisors, the proposal on the 2021 stock option incentive plan of the company (Draft) and its summary and the proposal on the implementation and assessment management measures for the 2021 stock option incentive plan of the company were reviewed and approved. The independent directors of the company expressed independent opinions on whether the incentive plan is conducive to the sustainable development of the company and whether there is any situation damaging the interests of the company and all shareholders, and publicly solicited voting rights on April 6, 2021.
2. On April 7, 2021, the company posted and publicized the names and positions of the incentive objects of the 2021 stock option incentive plan in the company from April 7, 2021 to April 16, 2021. During the publicity period, the company did not receive any objection from any organization or individual to the incentive objects granted for the first time in the company’s incentive plan.
3. On April 16, 2021, the 12th meeting of the 10th board of supervisors of the company checked the list of incentive objects granted for the first time in the incentive plan, and deliberated and adopted the verification opinions and publicity statement on the list of incentive objects of the company’s 2021 stock option incentive plan. On April 17, 2021, the company disclosed the verification opinions and publicity of the board of supervisors on the list of incentive objects of the company’s 2021 stock option incentive plan on China Securities News, securities times, Shanghai Securities News, securities daily and cninfo.com.
4. The company held the second extraordinary general meeting of shareholders in 2021 on April 22, 2021, deliberated and approved the proposal on the company’s 2021 stock option incentive plan (Draft) and its summary, the proposal on the measures for the implementation and assessment of the company’s 2021 stock option incentive plan, and the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the 2021 stock option incentive plan, which were publicly disclosed. At the same time, the company conducted a self-examination on the trading of the company’s shares by insiders within 6 months before the public disclosure of the incentive plan, and disclosed the self-examination report on the trading of the company’s shares by insiders and incentive objects of the stock option incentive plan. It did not find the use of insider information for stock trading or disclosure of the incentive plan.
5. On June 4, 2021, the company held the 25th meeting of the ninth board of directors and the 13th meeting of the ninth board of supervisors, deliberated and adopted the proposal on granting stock options to incentive objects for the first time. The independent directors gave their independent opinions, and the board of supervisors verified the list of incentive objects granted stock options and gave their consent on the first grant.
6. On June 15, 2021, the company completed the registration of 7.7 million stock options granted for the first time in this equity incentive.
7. On April 13, 2022, the company held the 40th meeting of the 9th board of directors and the 20th meeting of the 9th board of supervisors, deliberated and adopted the proposal on granting reserved stock options to incentive objects in 2021 incentive plan. The board of supervisors of the company verified the list of incentive objects granted this time, and the board of supervisors and independent directors of the company expressed their consent.
In conclusion, our lawyers believe that as of the issuance date of this legal opinion, the company has obtained the necessary approval and authorization at this stage.
3、 Details of this reservation grant
According to the 40th meeting of the 9th board of directors and the 20th meeting of the 9th board of supervisors, the proposal on granting reserved stock options to incentive objects in 2021 incentive plan was deliberated and adopted. This reserved grant takes April 13, 2022 as the authorization date, and Shanghai Pudong Development Bank Co.Ltd(600000) stock options are granted to two eligible incentive objects with an exercise price of 5.02 yuan / share.
According to the relevant information provided by the company and the verification of our lawyers, the board of supervisors of the company has reviewed the list of incentive objects reserved for this grant. The independent directors and the board of supervisors of the company believe that the conditions for this grant are met and express their consent to this grant.
According to the confirmation of the company and the verification of our lawyers, our lawyers believe that the number of grants and recipients of this reserved grant comply with the relevant laws and regulations such as the administrative measures and the relevant provisions of the option incentive plan.
4、 Conditions for this reserved grant
According to the option incentive plan, when the following grant conditions are met at the same time, the company shall grant stock options to the incentive object. On the contrary, if any of the following grant conditions are not met, stock options cannot be granted to the incentive object.
1. The company is not under any of the following circumstances:
(1) The financial accounting report of the most recent fiscal year was given a negative opinion by the certified public accountant or could not be used
Audit reports expressing opinions;
(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, 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) Administrative punishment or market entry prohibition measures by the CSRC and its dispatched offices 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) China Securities Regulatory Commission
