Beijing Jindu (Qingdao) law firm
About Inkon Life Technology Co.Ltd(300143)
Of restricted stock incentive plan (Draft) in 2022
Legal opinion
To: Inkon Life Technology Co.Ltd(300143)
Beijing Jindu (Qingdao) law firm (hereinafter referred to as Jindu or the firm) is entrusted by Inkon Life Technology Co.Ltd(300143) (hereinafter referred to as the company or Inkon Life Technology Co.Ltd(300143) ) as the special legal adviser of the company’s restricted stock incentive plan in 2022 (hereinafter referred to as the plan, the incentive plan or the incentive plan), 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), the measures for the administration of equity incentive of listed companies (hereinafter referred to as the administrative measures) by the China Securities Regulatory Commission (hereinafter referred to as the CSRC), the rules for the listing of shares on the gem of Shenzhen Stock Exchange (hereinafter referred to as the Listing Rules) Relevant provisions of laws, administrative regulations, departmental rules and normative documents (hereinafter referred to as laws and regulations) such as self regulatory guide No. 1 – business handling of companies listed on the gem of Shenzhen Stock Exchange (hereinafter referred to as self regulatory guide No. 1 or business handling) and the Inkon Life Technology Co.Ltd(300143) articles of Association (hereinafter referred to as the articles of association), This legal opinion is issued on the matters related to the implementation of the plan by the company.
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). When the company guarantees that the original written materials, copies, copies, confirmation letters or certificates required by Jindu to issue this legal opinion are provided, 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 verified and confirmed the relevant facts.
In accordance with the provisions of the securities law, the measures for the administration of law firms engaging in securities legal business, the rules for the practice of securities legal business of law firms (for Trial Implementation) and the facts that have occurred or exist before the issuance date of this legal opinion, Jindu has strictly performed its statutory duties, followed the principles of diligence and good faith, and conducted full verification and 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.
Kim Du only commented on legal issues related to the company’s plan and issued legal opinions only according to the existing laws and regulations in People’s Republic of China, China’s Hongkong Special Administrative Region, the Macao Special Administrative Region of China and the Taiwan area of China, excluding the purpose of this legal opinion in China. It does not express legal opinions in accordance with any laws outside China. Jindu will not comment on the rationality of Inkon Life Technology Co.Ltd(300143) stock value, assessment standards and other issues involved in the 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 regarded 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, companies or other relevant units and individuals to issue legal opinions.
Jindu agrees that Inkon Life Technology Co.Ltd(300143) take this legal opinion as one of the necessary documents for its implementation of the plan, submit it to Shenzhen Stock Exchange (hereinafter referred to as Shenzhen Stock Exchange) together with other materials for announcement, and bear corresponding legal liabilities for the legal opinion issued.
This legal opinion is only used by the company for the purpose of implementing the plan and shall not be used for any other purpose. The exchange agrees that the company shall quote the relevant contents of this legal opinion in the relevant documents prepared for the implementation of the plan, but the company shall not cause legal ambiguity or misinterpretation due to the quotation. The exchange has the right to review and confirm the corresponding contents of the above relevant documents again.
In accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, we hereby issue the following legal opinions:
1、 Conditions for the company to implement the equity incentive plan
(I) Company subject qualification
According to the business license issued by Qingdao municipal market supervision and Administration Bureau provided by the company and verified by our lawyers logging into the national enterprise credit information publicity system (www.gsxt. Gov.cn. / index. HTML), as of the date of issuance of this legal opinion, Inkon Life Technology Co.Ltd(300143) is a joint stock limited company established and validly existing according to law. The basic information is as follows:
Name Inkon Life Technology Co.Ltd(300143)
Unified social credit code 91441900708014002m
Enterprise type: joint stock limited company (listed, natural person investment or holding)
Legal representative Peng Wen
The registered capital is 642167100 yuan
Date of establishment: August 6, 1998
Business term: August 6, 1998 to no fixed term
Registered address: No. 37, Chunyang Road, Chengyang District, Qingdao, Shandong
General items: equity investment; Engaging in investment activities with its own funds; business management; Enterprise management consulting; Software development; Financial consultation; Software sales; Research and development of mechanical equipment. (except for the items that must be approved according to law, the business scope shall be independently opened and business activities shall be carried out according to law with the business license) licensed items: Class III medical device business; Medical device Internet information service; Import and export of goods; Technology import and export; Import and export agent. (for projects that must be approved according to law, business activities can be carried out only with the approval of relevant departments. The specific business projects shall be subject to the approval documents or licenses of relevant departments)
Approved by the reply on the approval of Guangdong Xinghe Biotechnology Co., Ltd. for initial public offering and listing on the gem (zjxk [2010] No. 1631) of the CSRC and the notice on the listing of RMB common shares of Guangdong Xinghe Biotechnology Co., Ltd. on the gem (SZS [2010] No. 399) of the Shenzhen Stock Exchange, The company’s shares were listed and traded on the gem of Shenzhen Stock Exchange on December 9, 2010. The stock is referred to as “Xinghe biology” for short and the stock code is “300143”.
The current name of the company is ” Inkon Life Technology Co.Ltd(300143) ” and the securities are referred to as ” Inkon Life Technology Co.Ltd(300143) “. The above name change was deliberated and approved by the general meeting of shareholders on June 24, 2019.
（2） According to the audit report no. xyzh / 2021gzaa30092 issued by ShineWing Certified Public Accountants (special general partnership), the instructions issued by the company and relevant announcement documents of the company, and through the lawyers of the firm on the “Securities and futures dishonesty record query platform” of China Securities Regulatory Commission（ http://neris.c
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, the exchange believes that as of the date of issuance of this legal opinion, Inkon Life Technology Co.Ltd(300143) is a joint stock limited company established and effectively existing according to law, there is no situation that equity incentive shall not be implemented as stipulated in Article 7 of the management measures, and Inkon Life Technology Co.Ltd(300143) has the subject qualification for implementing equity incentive plan as stipulated in the management measures.
2、 Legality and compliance of the plan
On January 11, 2022, the 19th (Interim) meeting of the Fifth Board of directors of Inkon Life Technology Co.Ltd(300143) deliberated and adopted the incentive plan for restricted shares in 2022 (Draft) (hereinafter referred to as the incentive plan (Draft)).
The incentive plan (Draft) is divided into 14 parts, including “interpretation”, “purpose and principle of the incentive plan”, “management organization of the incentive plan”, “basis and scope for determining incentive objects”, “stock source, quantity and distribution of restricted shares”, “validity period, grant date, ownership arrangement and lock up period of the incentive plan” “The granting price of restricted shares and the determination method of the granting price”, “the granting and attribution conditions of restricted shares”, “the adjustment methods and procedures of the restricted stock incentive plan”, “the accounting treatment of restricted shares”, “the implementation procedures of the restricted stock incentive plan”, “the respective rights and obligations of the company / incentive objects” “Handling of changes in the company / incentive object” and “Supplementary Provisions”. The main contents are as follows:
(I) purpose of the incentive plan
According to the incentive plan (Draft), The purpose of this incentive plan is “In order to further improve the company’s long-term incentive mechanism, attract and retain talents, fully mobilize the enthusiasm of the company’s core team, effectively combine the interests of shareholders, the company and the personal interests of the core team, and enable all parties to pay common attention to the long-term development of the company, on the premise of fully protecting the interests of shareholders, according to the principle of matching income and contribution This incentive plan is formulated in accordance with the company law, securities law, administrative measures, listing rules, business handling and other relevant laws, regulations and normative documents, as well as the provisions of the articles of association.
The exchange believes that the purpose of the plan has been defined and complies with the provisions of item (I) of Article 9 of the administrative measures.
(II) determination basis and scope of incentive objects
1. Basis for determining incentive objects
According to the incentive plan (Draft), the basis for determining the incentive objects of the incentive plan is:
(1) Legal basis: the incentive objects of the incentive plan are determined in accordance with the company law, securities law, administrative measures, listing rules, self regulatory guide No. 1 and other relevant laws, regulations, normative documents and the articles of association, in combination with the actual situation of the company;
(2) Job basis: the incentive objects granted by the incentive plan are directors, senior managers and core backbone employees of the company (excluding independent directors, supervisors, shareholders or actual controllers who individually or jointly hold more than 5% of the company’s shares and their spouses, parents and children). For those who meet the scope of incentive objects of the incentive plan, The remuneration and assessment committee of the board of directors of the company shall draw up the list, which shall be verified and determined by the board of supervisors of the company. 2. Scope of incentive objects
According to the incentive plan (Draft) and the instructions issued by the company, there are 131 incentive objects granted with restricted shares in the incentive plan. Specifically, it includes the company’s directors, senior managers and key employees, excluding the company’s independent directors and supervisors, as well as the shareholders or actual controllers who individually or jointly hold more than 5% of the company’s shares and their spouses, parents and children. All incentive objects must have employment or labor relations with the company or its branches and holding subsidiaries within the validity of the incentive plan.
According to the incentive plan (Draft), the instructions issued by the company and the incentive object respectively, and through the lawyers of the exchange, log in to the “Securities and futures dishonesty record query platform” of CSRC（ http://neris.c
(2) It has been identified as an inappropriate candidate by the CSRC and its dispatched offices within the last 12 months;
(3) In the last 12 months, due to major violations of laws and regulations, it has been subject to administrative punishment or market ban by the CSRC and its dispatched offices
