Adjustment of Aerospace Ch Uav Co.Ltd(002389) restricted stock incentive plan in 2021 by Beijing Jiayuan law firm
And legal opinions on grant matters
4th floor, ocean building, 158 fuxingmennei street, Xicheng District
Beijing, China
January 2002
Beijing, Shanghai, Shenzhen, Hong Kong, Guangzhou, Xi’an
To: Aerospace Ch Uav Co.Ltd(002389)
Beijing Jiayuan law firm
About Aerospace Ch Uav Co.Ltd(002389)
Adjustment of incentive plan and restricted stock grant in 2021
Legal opinion
Jiayuan (2022) – 01-018 Dear Sirs:
In accordance with 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”) and the measures for the administration of equity incentive of listed companies (hereinafter referred to as the “administrative measures”) The guidelines for the implementation of equity incentive by listed companies controlled by central enterprises (hereinafter referred to as the “guidelines”), the stock listing rules of Shenzhen Stock Exchange (hereinafter referred to as the “Listing Rules”) and other laws, regulations and normative documents, as well as the relevant provisions of the Aerospace Ch Uav Co.Ltd(002389) articles of Association (hereinafter referred to as the “articles of association”), Beijing Jiayuan law firm (hereinafter referred to as “the firm”) accepts the entrustment of Aerospace Ch Uav Co.Ltd(002389) (hereinafter referred to as “the company”), Adjust the number of rights and interests granted by the company’s restricted stock incentive plan in 2021 (hereinafter referred to as the “incentive plan”) (hereinafter referred to as the “adjustment”) and issue legal opinions on matters related to the granting of restricted shares to incentive objects after adjustment (hereinafter referred to as the “grant”).
In order to issue this legal opinion, the exchange consulted the relevant documents of the company’s incentive plan, asked relevant personnel of the company about relevant matters and held necessary discussions.
In the course of the above investigation, the company has obtained the following guarantee from the company: for the matters that the lawyer of the company considers necessary to review in issuing the legal opinion, the company has provided all relevant original written materials, copies or oral testimony, which are true, accurate and complete, and the relevant copies or copies are consistent with the original.
Based on the facts that have occurred or existed before the issuance date of this legal opinion and the laws, regulations and normative legal documents officially promulgated and implemented by the state, the exchange will express legal opinions based on its understanding of relevant facts and laws.
This legal opinion only expresses opinions on the legality and compliance of this adjustment and this grant of the company. This legal opinion is only used by the company for the purpose of implementing this adjustment and this grant, and shall not be used for any other purpose without the prior written permission of the exchange.
The exchange agrees to take this legal opinion as one of the necessary legal documents for the company to implement this adjustment and this grant, report or publicly disclose it together with other application materials, and bear corresponding legal liabilities for the legal opinion issued according to law.
Based on the above premises and limitations, our lawyers, in accordance with the requirements of relevant laws and regulations and in accordance with the recognized business standards, ethics and diligence spirit of the Chinese lawyer industry, express the following legal opinions:
1、 This adjustment and the approval and authorization granted this time
According to the information provided by the company and verified 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 adjustment and this grant:
（1） On July 15, 2021, the company held the 30th meeting of the 5th board of directors, The proposal on the company’s 2021 restricted stock incentive plan (Draft) and its summary, the proposal on the performance evaluation measures of the company’s 2021 restricted stock incentive plan, the proposal on the management measures of Aerospace Ch Uav Co.Ltd(002389) equity incentive and the proposal on submitting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive were reviewed and adopted And other proposals related to the incentive plan. Related directors have avoided voting. The independent directors of the company have expressed independent opinions on the relevant proposals of the incentive plan considered at the 30th meeting of the Fifth Board of directors. The independent directors believe that the implementation of the incentive plan by the company is conducive to the sustainable and healthy development of the company and does not harm the interests of the company and all shareholders, and agree to the implementation of the incentive plan by the company.
（2） On July 15, 2021, the company held the 21st Meeting of the 5th board of supervisors, The proposal on the company’s 2021 restricted stock incentive plan (Draft) and its summary, the proposal on the performance evaluation measures of the company’s 2021 restricted stock incentive plan, and the proposal on the management measures for equity incentive of Aerospace Ch Uav Co.Ltd(002389) and other proposals related to the incentive plan were reviewed and approved. The company’s sustained and healthy development does not harm the interests of the listed company and all shareholders, and it is unanimously agreed to implement the incentive plan.
（3） On December 3, 2021, the company issued the announcement on the approval of the restricted stock incentive plan in 2021 by the state owned assets supervision and Administration Commission of the State Council (No. 2021-076), and the company received the reply on Aerospace Ch Uav Co.Ltd(002389) implementing the restricted stock incentive plan issued by the state owned assets supervision and Administration Commission of the State Council (hereinafter referred to as “SASAC”) (Guo Zi kaofen [2021] No. 575), SASAC agrees the company to implement the incentive plan in principle.
（4） From September 11, 2021 to September 20, 2021, the company internally publicized the list of incentive objects of the incentive plan. As of the expiration of the publicity period, the board of supervisors of the company has not received any objection from any organization or individual to the proposed incentive objects. On January 1, 2022, the company disclosed the verification opinions and publicity statement of the Aerospace Ch Uav Co.Ltd(002389) board of supervisors on the list of incentive objects of the company’s restricted stock incentive plan in 2021.
（5） On January 5, 2022, the company held the first extraordinary general meeting of shareholders in 2022, The proposal on the company’s 2021 restricted stock incentive plan (Draft) and its summary, the proposal on the performance evaluation measures of the company’s 2021 restricted stock incentive plan, the proposal on the management measures for equity incentive of Aerospace Ch Uav Co.Ltd(002389) and the proposal on submitting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive were reviewed and passed.
（6） On January 11, 2022, the company held the 36th meeting of the 5th board of directors and the 25th meeting of the 5th board of supervisors respectively, deliberated and adopted the proposal on adjusting the number of restricted stock incentive plans granted in 2021 and the proposal on granting restricted stock votes to incentive objects.
The independent directors of the company have expressed their independent opinions on the relevant proposals of the board of directors.
In conclusion, the exchange believes that as of the date of issuance of this legal opinion, the company has performed necessary legal procedures for this adjustment and this grant, and this adjustment and this grant have obtained necessary internal approval and authorization. 2、 Contents of this adjustment
According to the written statement provided by the company and the proposal on adjusting the number of awards of restricted stock incentive plan in 2021 deliberated and adopted at the 36th meeting of the Fifth Board of directors, the contents of this adjustment are as follows:
Whereas the number of incentive objects who actually subscribe for the restricted shares of the incentive plan is less than the incentive objects originally determined in the incentive plan, and the actual number of individual incentive objects is less than the number of grants originally determined in the incentive plan. Therefore, according to the authorization of the company’s first extraordinary general meeting in 2022, the board of directors adjusted the number of rights and interests granted by the incentive plan accordingly. After adjustment, the total amount of restricted stock granted under the incentive plan is 9161500 shares.
To sum up, the exchange believes that this adjustment is legal and effective in accordance with the management measures and other laws, regulations, normative documents and the relevant provisions of the company’s restricted stock incentive plan in 2021.
3、 Conditions of this grant
（1） According to the management measures, guidelines and the company’s 2021 restricted stock incentive plan, the conditions for incentive objects to be granted are:
1. The company does not have any of the following circumstances:
(1) Failing to employ an accounting firm to conduct audit in accordance with the prescribed procedures and requirements in the latest fiscal year; (2) The state-owned assets supervision and administration institution, the board of supervisors or the audit department raise major objections to the performance or annual financial report of the listed company in the latest fiscal year;
(3) Major violations occurred in the most recent fiscal year and were punished by the securities regulatory authority and other relevant departments;
(4) The financial accounting report or internal control evaluation 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;
(5) Failure to distribute profits in accordance with laws and regulations, the articles of association and public commitments within the last 36 months after listing;
(6) Equity incentive is not allowed according to laws and regulations;
(7) Other circumstances recognized by the CSRC.
2. The incentive object does not have any of the following situations:
(1) Economic responsibility audit and other results show that they fail to perform their duties effectively or seriously neglect or derelict their duties;
(2) Violating the relevant laws and regulations of the state and the articles of association of the listed company;
(3) During his term of office, he has committed illegal and disciplinary acts such as taking bribes, asking for bribes, embezzlement and theft, divulging the business and technical secrets of the listed company, implementing related party transactions, damaging the interests and reputation of the listed company and having a significant negative impact on the image of the listed company, and has been punished;
(4) Failing to perform or correctly performing its duties, causing major asset losses and other serious adverse consequences to the listed company;
(5) Being identified as inappropriate by the stock exchange within the last 12 months;
(6) It has been identified as an inappropriate candidate by the CSRC and its dispatched offices within the last 12 months;
(7) 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;
(8) Those who are not allowed to serve as directors or senior managers of the company as stipulated in the company law; (9) Those who are not allowed to participate in equity incentive of listed companies according to laws and regulations;
(10) Other circumstances recognized by the CSRC.
（2） According to the information provided by the company, written instructions and verification by our lawyers, as of the date of issuance of this legal opinion, the company and incentive objects meet the above requirements.
In conclusion, the exchange believes that the grant conditions have been met, and the company can grant in accordance with the relevant provisions of the company’s 2021 restricted stock incentive plan.
4、 Determination of the grant date of this incentive plan
（1） According to the management measures, guidelines and the company’s 2021 restricted stock incentive plan, the grant date shall be determined by the board of directors after the incentive plan is reviewed and approved by the general meeting of shareholders, and the grant date must be the trading day. Within 60 days from the date when the plan is considered and approved by the general meeting of shareholders and the granting conditions are fulfilled, the company will convene the board of directors to grant the incentive objects granted this time, and complete the registration, announcement and other relevant procedures.
（2） On January 5, 2022, the company held the first extraordinary general meeting of shareholders in 2022, deliberated and adopted the proposal on the company’s 2021 restricted stock incentive plan (Draft) and its summary.
（3） On January 11, 2022, the company held the 36th meeting of the Fifth Board of directors, deliberated and passed the proposal on granting restricted shares to incentive objects, and determined the grant date as January 11, 2022. According to the information provided by the company and verified by our lawyers, the grant date determined by the board of directors of the company complies with the above relevant provisions.
In conclusion, the exchange believes that the grant date of this grant is legal and effective in accordance with the relevant provisions of the administrative measures, the guidelines and the company’s restricted stock incentive plan in 2021.
5、 Object, quantity and price of this grant
According to the proposal on the company’s 2021 restricted stock incentive plan (Draft) and its summary, the proposal on the performance evaluation measures of the company’s 2021 restricted stock incentive plan, the proposal on the management measures of Aerospace Ch Uav Co.Ltd(002389) stock incentive, and According to the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive and the proposal on granting restricted shares to incentive objects deliberated and adopted at the 36th meeting of the Fifth Board of directors and the 25th meeting of the Fifth Board of supervisors, 272 incentive objects are granted by the company in this incentive plan, The total number of restricted shares to be granted is 9161500, all of which are A-share common shares of the company, accounting for about 0.93% of the company’s total share capital of 988.3 million shares. The objects and number of restricted shares to be granted meet the relevant requirements of the company’s 2021 restricted stock incentive plan; The price of this grant is 12.80 yuan / share, which meets the relevant requirements of the company’s 2021 restricted stock incentive plan.
In conclusion, the exchange believes that the grant object, quantity and price of this grant comply with the relevant provisions of the administrative measures, guidelines and the company’s restricted stock incentive plan in 2021, and are legal and effective.
6、 Concluding observations
In conclusion, the exchange believes that:
1. As of the date of issuance of this legal opinion, the company has performed necessary legal procedures for this adjustment and this grant, and this adjustment and this grant have obtained necessary internal approval and authorization.
2. This adjustment complies with the management measures and other laws, regulations and normative documents and the relevant provisions of the company’s restricted stock incentive plan in 2021, which is legal and effective.
3. The granting conditions of this grant have been met, and the company can grant it in accordance with the relevant provisions of the company’s 2021 restricted stock incentive plan.
4. The grant date of this grant complies with the relevant provisions of the administrative measures, guidelines and the company’s restricted stock incentive plan in 2021, which is legal and effective.
5. This grant
