Beijing Jindu (Hangzhou) law firm
About Zjamp Group Co.Ltd(002758)
On the granting of restricted stock incentive plan in 2021
Legal opinion
To: Zjamp Group Co.Ltd(002758)
Beijing Jindu (Hangzhou) law firm (hereinafter referred to as Jindu or the firm) is entrusted by Zjamp Group Co.Ltd(002758) (hereinafter referred to as Zjamp Group Co.Ltd(002758) , listed company or company) as the special legal adviser for its restricted stock incentive plan in 2021 (hereinafter referred to as the incentive plan). According to the company law of the people's Republic of China (hereinafter referred to as the company law) The securities law of the people's Republic of China (hereinafter referred to as the Securities Law), the measures for the administration of equity incentive of listed companies (hereinafter referred to as the measures for the administration of equity incentive) and other laws and administrative regulations The relevant provisions of departmental rules and other normative documents (hereinafter referred to as laws and regulations), the articles of association of Zjamp Group Co.Ltd(002758) (hereinafter referred to as the articles of association) and the restricted stock incentive plan (Draft) of Zjamp Group Co.Ltd(002758) 2021 (hereinafter referred to as the incentive plan (Draft)) on the matters related to the implementation of the grant of the incentive plan (hereinafter referred to as the grant) by the company, Issue this legal opinion.
In order to issue this legal opinion, Kindu has collected relevant evidence materials and consulted the documents that need to be consulted according to the provisions and other documents that Kindu believes must be consulted in accordance with the measures for the administration of securities legal business of law firms and the rules for the practice of securities legal business of law firms (for Trial Implementation). The listed company guarantees to provide the original written materials, copies, copies, statements and commitments or certificates required by Jindu for the issuance of this legal opinion. The documents and materials provided to Jindu are true, accurate, complete and effective, without any concealment, falsehood or major omission, and the documents and materials are copies or copies, On the basis of its consistency and consistency with the original, Kindu reasonably and fully used the methods including but not limited to written review, network verification and review to verify and confirm the relevant facts.
The securities firm has strictly complied with the legal principle of good faith and the securities firm's due diligence management rules, or has been engaged in securities business in accordance with the law and the securities firm's due diligence management rules, It has conducted sufficient verification and verification to 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 shall bear corresponding legal liabilities.
Kindu only expresses its opinions on legal issues related to the company's incentive plan, and only expresses its legal opinions in accordance with the current laws and regulations within the people's Republic of China (hereinafter referred to as China, for the purpose of this legal opinion, excluding Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan), and does not express its legal opinions in accordance with any laws outside China. Jindu will not comment 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. When quoting relevant financial data or conclusions in this legal opinion, Kindu has fulfilled the necessary duty of care, but such quoting shall not be deemed as any express or implied guarantee for the authenticity and accuracy of these data and conclusions. For the fact that it is very important to issue this legal opinion and cannot be supported by independent evidence, Kindu relies on the instructions or supporting documents issued by relevant government departments, Zjamp Group Co.Ltd(002758) or other relevant units to issue legal opinions.
Jindu agrees to submit this legal opinion as one of the necessary documents for the company to implement this incentive plan together with other materials to Shenzhen Stock Exchange (hereinafter referred to as Shenzhen Stock Exchange) for announcement, and bear corresponding legal liabilities for the legal opinions issued.
This legal opinion is only used by the company for the purpose of implementing this incentive plan and shall not be used for any other purpose. Kindu agrees that the company shall quote the relevant contents of this legal opinion in the relevant documents prepared for the implementation of this incentive plan, but the company shall not cause legal ambiguity or misinterpretation due to the quotation. Kindu has the right to review and confirm the corresponding contents of the above relevant documents again.
In accordance with the requirements of relevant laws and regulations such as the company law, the securities law, the measures for the administration of equity incentive and the relevant provisions of the CSRC, and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, Jindu hereby issues the following legal opinions:
1、 Approval and authorization for this grant
(I) on December 23, 2021, Zjamp Group Co.Ltd(002758) the 18th meeting of the Fourth Board of directors was held, The proposal on the company's 2021 restricted stock incentive plan (Draft) > and its summary, the proposal on the management measures for the implementation and assessment of the company's 2021 restricted stock incentive plan, and the proposal on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to the company's 2021 fixed-term stock incentive plan were reviewed and approved In the proposal on convening the company's first extraordinary general meeting in 2022, related directors Bao Zhonghai and Lin Changbin avoided voting on relevant proposals. On the same day, Zjamp Group Co.Ltd(002758) independent directors expressed their independent opinions on the incentive plan (Draft) and the administrative measures for the implementation and assessment of the restricted stock incentive plan in 2021.
(II) on December 23, 2021, Zjamp Group Co.Ltd(002758) the 15th meeting of the Fourth Board of supervisors was held, The proposal on the company's 2021 restricted stock incentive plan (Draft) and its summary, the proposal on the company's assessment management measures for the implementation of the 2021 restricted stock incentive plan, and the proposal on verifying the list of incentive objects of the company's 2021 restricted stock incentive plan were reviewed and approved.
(III) from December 24, 2021 to January 2, 2022, Zjamp Group Co.Ltd(002758) publicized the list of incentive objects of the incentive plan within the company through the company's OA system in accordance with the relevant provisions of the measures for the administration of equity incentive.
(IV) on December 24, 2021, Zjamp Group Co.Ltd(002758) disclosed the list of incentive objects of Zjamp Group Co.Ltd(002758) 2021 restricted stock incentive plan on the website of Shenzhen Stock Exchange, and publicized the list of incentive objects of this incentive plan.
(V) on January 10, 2022, the board of supervisors of the company issued the verification opinions of the Zjamp Group Co.Ltd(002758) board of supervisors on matters related to the granting of restricted shares to incentive objects, It is believed that: "the incentive objects actually granted restricted shares this time have the qualifications specified in the company law, securities law and other laws, regulations and normative documents as well as the articles of association, meet the incentive object conditions specified in the measures for the administration of equity incentive and the incentive plan (Draft) of the company The specified scope of incentive objects, and its subject qualification as the incentive object of the company's restricted stock incentive plan is legal and effective.
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(VI) on January 10, 2022, Zjamp Group Co.Ltd(002758) held the first extraordinary general meeting of shareholders in 2022, The meeting deliberated and adopted the proposal on the company's restricted stock incentive plan in 2021 (Draft) and its summary, the proposal on the measures for the implementation and assessment of the company's restricted stock incentive plan in 2021, and the proposal on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to the 2021 fixed-term stock incentive plan. The independent directors of the company have publicly solicited the entrusted voting rights from all shareholders in advance.
The seventh meeting of the 19th board of directors on granting restricted shares was held on October 7, 2022. Zjamp Group Co.Ltd(002758) according to the authorization of the first extraordinary general meeting of shareholders in 2022, the board of directors decided to grant 12.54 million restricted shares to 449 incentive objects at 5.37 yuan / share on January 10, 2022. On the same day, the independent directors of the company expressed their agreed independent opinions on the above matters.
(VIII) on January 10, 2022, Zjamp Group Co.Ltd(002758) held the 16th meeting of the Fourth Board of supervisors, deliberated and adopted the proposal on granting restricted shares to incentive objects. The board of supervisors agreed to grant 12.54 million restricted shares to 449 incentive objects at a price of 5.37 yuan / share on January 10, 2022. In conclusion, the exchange believes that as of the issuance date of this legal opinion, Zjamp Group Co.Ltd(002758) has performed the necessary approval and authorization for the relevant matters of this grant at this stage, which is in line with the relevant provisions of the measures for the administration of equity incentive, the incentive plan (Draft) and the articles of association.
2、 Relevant information about this grant
(I) date of this grant
According to the proposal on granting restricted shares to incentive objects deliberated and adopted at the 19th meeting of the 4th board of directors and the 16th meeting of the 4th board of supervisors, the grant date of this grant is January 10, 2022.
The independent directors of the company have expressed their agreed independent opinions on matters related to the implementation of this grant, According to the authorization of the company's first extraordinary general meeting in 2022, the board of directors determined that the grant date of the company's incentive plan was January 10, 2022, which was in line with the administrative measures for equity incentive and other relevant laws and regulations, as well as the relevant provisions on the grant date in the company's incentive plan (Draft), and this grant was also in line with the company's incentive plan (Draft) on the conditions for the incentive object to be granted restricted shares. "
According to the incentive plan (Draft) and verified by our lawyers, the grant date of this grant is the trading day, within 60 days from the date of deliberation and approval of this incentive plan at the first extraordinary general meeting of the company in 2022, and not during the following periods:
1. Within 30 days before the announcement of the company's periodic report, if the announcement date of the periodic report is delayed due to special reasons, it shall be calculated from 30 days before the original scheduled announcement date to the day before the announcement;
2. Ten days before the announcement of the company's performance forecast and performance express;
3. From the date of major events that may have a great impact on the trading price of the company's shares and their derivatives or the date of entering the decision-making procedures to two trading days after disclosure according to law;
4. Other times stipulated by CSRC and Shenzhen Stock Exchange.
Based on the above, the exchange believes that the company has performed necessary procedures to determine the grant date of this grant, and the grant date of this grant complies with the relevant provisions of the measures for the administration of equity incentive and the incentive plan (Draft). (II) object of this grant
On January 10, 2022, the 19th meeting of the Fourth Board of directors of the company deliberated and approved the proposal on granting restricted shares to incentive objects. The board of directors of the company determined to grant 12.54 million restricted shares to 449 eligible incentive objects.
On January 10, 2022, the independent director of the company issued an independent opinion, It is believed that "the 449 incentive objects actually granted with restricted shares are consistent with the incentive objects specified in the company's incentive plan (Draft) deliberated and approved by the company's first extraordinary general meeting in 2022, and have the qualifications specified in the company law, securities law and other laws, regulations, normative documents and the articles of association The conditions of incentive objects specified in the measures for the administration of equity incentive meet the scope of incentive objects specified in the incentive plan (Draft), and its subject qualification as the incentive object of the company's incentive plan is legal and effective. "
On January 10, 2022, the 16th meeting of the Fourth Board of supervisors of the company passed the proposal on granting restricted shares to incentive objects, which held that the 449 incentive objects actually granted restricted shares were consistent with the incentive objects specified in the company's incentive plan (Draft) deliberated and adopted at the first extraordinary general meeting of shareholders in 2022, There is no circumstance that it is not allowed to be the incentive object as mentioned in Article 8 of the measures for the administration of equity incentive; The incentive objects actually granted restricted shares this time have the qualifications specified in the company law, securities law and other laws, regulations, normative documents and the articles of association, meet the incentive object conditions specified in the measures for the administration of equity incentive, and meet the scope of incentive objects specified in the incentive plan (draft) of the company, Its subject qualification as the incentive object of the company's restricted stock incentive plan is legal and effective; At the same time, neither the company nor the incentive object actually granted restricted shares shall be granted restricted shares, and the conditions for the incentive object to be granted restricted shares set in the incentive plan have been met. The grant date determined this time complies with the provisions on the grant date in the measures for the administration of equity incentive and the incentive plan (Draft). In conclusion, the board of supervisors agreed that the company would grant 12.54 million restricted shares to 449 eligible incentive objects on January 10, 2022, with the grant price of 5.37 yuan / share.
Based on the above, the exchange believes that the incentive objects granted this time are consistent with the incentive objects determined in the incentive plan (Draft), and comply with the relevant provisions of the measures for the administration of equity incentive.
(III) conditions of this grant
According to the measures for the administration of equity incentive and the incentive plan (Draft), the company must meet the following conditions when granting restricted shares to incentive objects:
1. Zjamp Group Co.Ltd(002758) no one of the following circumstances has occurred: (1) the financial accounting report of the latest fiscal year has been issued with a negative opinion or an audit report that cannot express an opinion by the 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.
2. No incentive object has any of the following circumstances: (1) it has been identified as an inappropriate candidate by the stock exchange in the last 12 months; (2) It has been identified as an inappropriate candidate by the CSRC and its dispatched offices within the last 12 months; (3) Being administratively punished by the CSRC and its dispatched offices or taking market entry prohibition measures for major violations of laws and regulations within 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 equity incentive of listed companies according to laws and regulations; (6) Medium
