Shanghai Randy law firm
About Kunlun Tech Co.Ltd(300418)
Of restricted stock incentive plan (Draft) in 2022
Legal opinion
Landing Law Offices
16 / F, East Tower, Raffles Plaza, North Bund, 1089 dongdaming Road, Hongkou District, Shanghai, China zip code: 200080 Tel: 86-21-6652-9952 Fax: 86-21-6652-2252
16th Floor, East Tower, Raffles City, No. 1089, Dongdaminglu Road, Hongkou District, Shanghai Tel：86-21-6652-9952 fax: 86-21-6652-2252
catalogue
interpretation...... 4 text 6 I. The company's subject qualification for implementing the equity incentive plan six
(I) basic information of the company six
(II) the company is not allowed to implement the equity incentive plan 6 II. Main contents and legal compliance of the incentive plan seven
(I) the purpose of this incentive plan seven
(II) determination basis, scope and verification of incentive objects eight
(III) incentive mode, source, quantity and distribution of restricted shares in the incentive plan nine
(IV) validity period, grant date, ownership arrangement and lock up period of the incentive plan eleven
(V) the grant price of restricted shares and the determination method of the grant price thirteen
(VI) vesting and vesting conditions of restricted shares thirteen
(VII) implementation procedures of the incentive plan seventeen
(VIII) adjustment methods and procedures of restricted stock incentive plan eighteen
(IX) accounting treatment of the implementation of restricted stock incentive plan and its impact on operating performance twenty-one
(x) respective rights and obligations of the company and the incentive object twenty-one
（11） Handling of changes in the company and incentive objects 23 III. preparation, deliberation and publicity procedures of the incentive plan twenty-six
(I) procedures performed by the equity incentive plan twenty-six
(II) procedures still to be performed in the equity incentive plan 27 IV. determination of incentive objects of the incentive plan 28 v. information disclosure of the incentive plan 29 VI. whether the company provides financial support for incentive objects 29 VII. Whether the contents of the incentive plan obviously damage the interests of the listed company and all shareholders and violate relevant laws and administrative regulations 30 VIII. Whether the company's affiliated directors have fulfilled their avoidance obligations 30 IX. concluding observations thirty-one
Shanghai Randy law firm
About Kunlun Tech Co.Ltd(300418)
Legal opinion on the 2022 restricted stock incentive plan (Draft) to: Kunlun Tech Co.Ltd(300418)
Shanghai Randy law firm accepts the entrustment of Kunlun Tech Co.Ltd(300418) (hereinafter referred to as " Kunlun Tech Co.Ltd(300418) " or "company", securities code: 300418) to issue this legal opinion for the relevant matters involved in the implementation of the restricted stock incentive plan in 2022.
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, the rules for the listing of shares on the gem of Shenzhen Stock Exchange (revised in December 2020), the guide for business handling of companies listed on the gem No. 5 - equity incentive and other relevant laws and regulations In accordance with the provisions of the normative documents and the Kunlun Tech Co.Ltd(300418) articles of association, and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, this legal opinion is issued after inspecting and verifying the relevant facts involved in the matters of this incentive plan.
In order to issue this legal opinion, our lawyer hereby makes the following statement:
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), our lawyers have strictly performed their statutory duties, followed the principles of diligence and good faith, and approved and authorized the Kunlun Tech Co.Ltd(300418) restricted stock incentive plan in 2022, the date and conditions of grant The ownership arrangement and other related matters have been fully verified and verified 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, and bear corresponding legal liabilities.
2. The exchange will not make any evaluation on non legal issues such as accounting, auditing and Kunlun Tech Co.Ltd(300418) stock value involved in the restricted stock incentive plan in 2022. The reference in this legal opinion to some data and conclusions in relevant accounting statements, audit reports and restricted stock incentive plans does not mean that our lawyers make any express or implied guarantee for the authenticity and accuracy of such data and conclusions.
3. Kunlun Tech Co.Ltd(300418) guarantee that the original written materials, copies or other oral materials deemed necessary by our lawyers to issue this legal opinion have been provided. Kunlun Tech Co.Ltd(300418) also guarantees that the above documents are true, accurate and complete; All signatures and seals on the documents are authentic; The copy is consistent with the original.
4. For the fact that it is very important to issue this legal opinion and cannot be supported by independent evidence, our lawyers rely on the supporting documents issued by relevant government departments, companies or other relevant units to issue this legal opinion.
5. This legal opinion is only for the purpose of Kunlun Tech Co.Ltd(300418) 2022 restricted stock incentive plan and shall not be used for any other purpose.
6. The exchange agrees that the company will submit this legal opinion as one of the necessary legal documents for Kunlun Tech Co.Ltd(300418) implementing the restricted stock incentive plan in 2022 to Shenzhen stock exchange for public disclosure together with other application materials, and is willing to bear corresponding legal liabilities according to law.
interpretation
Unless otherwise explained or specified in the context, the following words have the following meanings in this legal opinion:
Meaning of words
Kunlun Tech Co.Ltd(300418) . The company refers to Kunlun Tech Co.Ltd(300418)
Restricted stock incentive in 2022 Kunlun Tech Co.Ltd(300418) restricted stock incentive plan in 2022 (Draft), restricted stocks in the incentive plan in this refers to the incentive plan (Draft), and class II restricted stocks refer to the company's shares obtained and registered in batches by incentive objects who meet the grant conditions of this incentive plan after meeting the corresponding benefit conditions of institutional stocks
Incentive objects refer to the core technical (business) personnel of the company who obtain restricted shares in accordance with the provisions of the incentive plan
The grant date refers to the date on which the company grants restricted shares to the incentive object, and the grant date must be the trading day
The grant price refers to the price at which the incentive object obtains the company's shares when the company grants restricted shares to the incentive object
Validity period refers to the period from the date of grant of restricted shares to the date when all the restricted shares granted to the incentive object are vested or invalid
Attribution refers to the behavior that the company registers the shares in the account of the restricted stock incentive object after the incentive object meets the benefit conditions
Vesting conditions refer to the benefit conditions set up by the restricted stock incentive plan, and the incentive object is to obtain the incentive stock
Vesting date refers to the date on which the authorized shares are registered after the restricted stock incentive object meets the benefit conditions. It must be the trading day
The assessment measures refer to the Kunlun Tech Co.Ltd(300418) 2022 restricted stock incentive plan implementation assessment management measures
Company law means the company law of the people's Republic of China
Securities Law means 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 refer to Shenzhen Stock Exchange GEM Listing Rules (revised in December 2020)
Guide No. 5 refers to guide for business handling of GEM listed companies No. 5 - equity incentive
Articles of association means the Kunlun Tech Co.Ltd(300418) articles of association
CSRC refers to the China Securities Regulatory Commission
Stock exchange refers to Shenzhen Stock Exchange
Registration and Clearing Company refers to Shenzhen Branch of China Securities Depository and Clearing Co., Ltd
Yuan refers to the legal tender of the people's Republic of China, RMB yuan and RMB 10000 yuan
Text
1、 Qualification of the company to implement the equity incentive plan (I) basic information of the company
The company was established on March 27, 2008.
On January 4, 2015, the company issued the reply on the approval of Beijing Kunlun Tech Co.Ltd(300418) initial public offering (zjxk [2015] No. 16) issued by China Securities Regulatory Commission, issued 70 million RMB common shares to the public for the first time, and was listed on the gem of Shenzhen Stock Exchange on January 21, 2015 with the securities code of 300418.
The company now holds the business license with the unified social credit code of 91110000673814068u issued by Beijing Haidian District market supervision and administration. It is a permanent joint stock limited company with a registered capital of RMB 1197781510 and its legal representative is Jintian. The business scope includes technology development and technology transfer; Designing, producing, acting and publishing advertisements; Import and export of goods, import and export of technology and import and export agency; Enterprise management consulting; Internet information service business (except news, education, medical care, drugs and medical devices); Use the Internet to operate game products (including online game virtual currency issuance); Internet game publishing. The registered address is 605e, block B, No. 118 Zhichun Road, Haidian District, Beijing. The total share capital of the company is 1197781510 shares, with a par value of RMB 1 per share.
After verification by our lawyers, Kunlun Tech Co.Ltd(300418) has formulated the articles of association in accordance with the company law, the securities law and other relevant provisions, which stipulates the business purpose and scope of the company, shares, shareholders and general meetings of shareholders, the board of directors, the general manager and other senior managers, the board of supervisors, financial and accounting systems, profit distribution and audit Merger / division / capital increase / reduction / dissolution / liquidation and amendment of the articles of association.
After verification by our lawyers in the national enterprise credit information publicity system, Kunlun Tech Co.Ltd(300418) registration status is existing. In conclusion, our lawyers believe that Kunlun Tech Co.Ltd(300418) is valid and there is no need to terminate according to laws, regulations, normative documents and the articles of association. (II) the company is not allowed to implement the equity incentive plan
According to the company's instructions and the lawyers of the firm reviewed the audit report and financial statements of Beijing Kunlun Tech Co.Ltd(300418) No. zb10792 and Beijing Kunlun Tech Co.Ltd(300418) internal control assurance report [2021] No. zb10790 of Lixin Certified Public Accountants (special general partnership) and the information on the official website of Shenzhen Stock Exchange, The lawyers of the firm believe that Kunlun Tech Co.Ltd(300418) there are no following circumstances under which the equity incentive plan shall not be implemented as stipulated in Article 7 of the management measures:
1. The financial 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. 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 prohibited by laws and regulations;
5. Other circumstances recognized by the CSRC.
In conclusion, our lawyers believe that Kunlun Tech Co.Ltd(300418) is a joint stock limited company established and effectively existing according to law, and there is no situation that equity incentive plan shall not be implemented as stipulated in the management measures, which meets the conditions for equity incentive as stipulated in the management measures. Accordingly, Kunlun Tech Co.Ltd(300418) has the subject qualification for implementing the equity incentive plan specified in the administrative measures. 2、 Main contents of the incentive plan
