Guohao law firm (Beijing)
Legal opinion on Beijing Baolande Software Corporation(688058) the first grant of restricted stock incentive plan in 2021
Beijing Shanghai Shenzhen Hangzhou Kunming Tianjin Chengdu Ningbo Fuzhou Xi’an Nanjing Nanning Jinan Chongqing Changsha Taiyuan Wuhan Guiyang Urumqi Hong Kong Paris Madrid Silicon Valley Stockholm New York
BEIJING SHANGHAI SHENZHEN HANGZHOU GUANGZHOU KUNMING TIANJIN CHENGDU NINGBO FUZHOU XI’AN NANJING NANNING JINAN CHONGQING SUZHOU CHANGSHA TAIYUAN WUHAN GUIYANG URUMQI HONG KONG PARIS MADRID SILICON VALLEY STOCKHOLM NEWYORK
9th floor, Taikang financial building, No. 38, North East Third Ring Road, Chaoyang District, Beijing 100026
9/F, Taikang Financial Tower, 38 North Road East Third Ring, Chaoyang District, Beijing 100026, China
Tel: (+ 86) (10) 6589 0699 Fax: (+ 86) (10) 6517 6800
Website: www.grandall.com com. cn.
catalogue
interpretation…… 1. Approval and authorization of the first grant of the incentive plan 3 II. Conditions for the first award of this incentive plan 4. The object, quantity and price of the first award of the incentive plan 6 v. information disclosure obligations granted and performed for the first time in this incentive plan 6. Concluding comments seven
interpretation
In this legal opinion, unless the context otherwise requires, the following words have the following meanings:
Beijing Baolande Software Corporation(688058) . The company refers to Beijing Baolande Software Corporation(688058)
Restricted stock incentive plan (draft refers to Beijing Baolande Software Corporation(688058) 2021 restricted stock incentive plan (Draft))
Refers to the Beijing Baolande Software Corporation(688058) 2021 restricted stock incentive plan implementation assessment management measures
Assessment management measures
Refers to the list of Beijing Baolande Software Corporation(688058) 2021 restricted stock incentive plan incentive objects
Object list
This incentive plan refers to Beijing Baolande Software Corporation(688058) 2021 restricted stock incentive plan
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 Listing Rules refer to the Listing Rules of Shanghai Stock Exchange on the science and innovation board
The measures for the administration of equity incentive refers to the measures for the administration of equity incentive of listed companies
Equity incentive information disclosure refers to the business guide for information disclosure of listed companies on the science and Innovation Board No. 4 – equity incentive information disclosure
Articles of association means the Beijing Baolande Software Corporation(688058) articles of association
CSRC refers to the China Securities Regulatory Commission
Shanghai stock exchange refers to Shanghai Stock Exchange
This office refers to Guohao law firm (Beijing)
Tianjian certified public accountants refers to Tianjian Certified Public Accountants (special general partnership)
Yuan and 10000 yuan refer to RMB yuan and 10000 yuan
Guohao law firm (Beijing)
About Beijing Baolande Software Corporation(688058)
First grant of restricted stock incentive plan in 2021
Legal opinion
Guo Hao Jing Zheng Zi [2022] No. 0106 to: Beijing Baolande Software Corporation(688058)
In accordance with the company law, the securities law, the listing rules, the measures for the administration of equity incentive, the disclosure of equity incentive information and other relevant laws, regulations and normative documents, as well as the provisions of the articles of association, Guohao law firm (Beijing) is entrusted by the company to issue this legal opinion on the first grant of the company’s restricted stock incentive plan in 2021.
The firm and its handling lawyers have strictly performed their statutory duties in accordance with the provisions of the securities law, the measures for the administration of securities legal business of law firms, the rules for the practice of securities legal business of law firms (for Trial Implementation), other laws, regulations and normative documents, as well as the facts that have occurred or exist before the issuance date of this legal opinion, Following the principles of diligence, good faith and full verification, we ensure that the facts identified in the legal opinion are true, accurate and complete, that the concluding opinions issued are legal and accurate, that there are no false records, misleading statements or major omissions, and bear the corresponding legal liabilities.
The company has provided authentic original written materials, duplicate materials or other oral materials deemed necessary by our lawyers to issue this legal opinion. The company 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.
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.
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. The exchange agrees that the company shall quote the relevant contents of this legal opinion in the relevant documents prepared by the company for the implementation of this incentive plan, but the company shall not cause legal ambiguity or misinterpretation due to the quotation. The exchange agrees to take this legal opinion as a legal document for public disclosure, announce it together with other materials, and bear corresponding legal liabilities for this legal opinion.
In accordance with the requirements of relevant laws and regulations such as the company law, the securities law 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, we hereby issue the following legal opinions: I. approval and authorization of the first grant of this incentive plan
After verification, as of the issuance date of this legal opinion, the company has performed the following approvals and authorizations for the implementation of this incentive plan and the first grant
1. On December 24, 2021, The sixth meeting of the third board of directors of the company deliberated and adopted the proposal on the company’s restricted stock incentive plan in 2021 (Draft) and its summary, the proposal on the management 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 company’s restricted stock incentive plan in 2021 And other relevant proposals;
2. On December 24, 2021, the fifth meeting of the third board of supervisors of the company deliberated and adopted the proposal on the company’s restricted stock incentive plan in 2021 (Draft) and its summary, the proposal on the company’s assessment and management measures for the implementation of the restricted stock incentive plan in 2021, and the proposal on verifying the list of incentive objects of the company’s restricted stock incentive plan in 2021;
3. On December 24, 2021, after checking the incentive plan, the board of supervisors of the company issued the verification opinions on the company’s restricted stock incentive plan (Draft) in 2021, agreeing to the company’s implementation of the incentive plan;
4. On December 24, 2021, the independent directors of the company expressed their independent opinions on the proposal on the company’s 2021 restricted stock incentive plan (Draft) and its summary and the proposal on the company’s assessment management measures for the implementation of the 2021 restricted stock incentive plan, and unanimously agreed that the company should implement the incentive plan;
5. On December 25, 2021, the company announced the list of incentive objects of Beijing Baolande Software Corporation(688058) 2021 restricted stock incentive plan. The company publicized the names and positions of the proposed incentive objects within the company from December 25, 2021 to January 3, 2022. The publicity period was 10 days. As of the expiration of the publicity period, the board of supervisors of the company had not received any objections from employees to the proposed incentive objects.
On January 5, 2022, the company announced the review opinions and publicity statement of the Beijing Baolande Software Corporation(688058) board of supervisors on the list of incentive objects of the company’s restricted stock incentive plan in 2021. The board of supervisors of the company believed that the personnel listed in the list of incentive objects met the conditions specified in relevant laws, regulations and normative documents, As the incentive object of this restricted stock incentive plan, it is legal and effective.
6. On January 12, 2022, The first extraordinary general meeting of the company in 2022 deliberated and approved 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 the general meeting of shareholders to authorize the board of directors to handle matters related to the company’s restricted stock incentive plan in 2021 And other relevant proposals;
7. On January 12, 2022, the seventh meeting of the third board of directors of the company deliberated and approved the proposal on the first grant of restricted shares to incentive objects. The board of directors of the company considered that the conditions for the first grant had been met and agreed to grant 640000 restricted shares to 76 incentive objects on January 12, 2022, with the grant price of 50 yuan / share. On the same day, the independent directors of the company issued the independent opinions on the relevant proposals of the seventh meeting of the third board of directors, holding that the conditions for the first grant have been achieved, the subject qualification of the incentive object is legal and effective, and the determined grant date meets the relevant provisions; 8. On January 12, 2022, the sixth meeting of the third board of supervisors of the company deliberated and approved the proposal on the first grant of restricted shares to incentive objects. The board of supervisors of the company considered that the conditions for the first grant had been met and agreed that the company would grant 640000 restricted shares to 76 incentive objects at the grant price of 50 yuan / share on January 12, 2022;
9. On January 12, 2022, after reviewing the list of incentive objects first granted under the incentive plan, the board of supervisors of the company issued the verification opinions on the list of incentive objects first granted under the restricted stock incentive plan in 2022, agreed to the list of incentive objects first granted under the incentive plan, agreed to take January 12, 2022 as the first grant date, and the grant price was 50 yuan / share, 640000 restricted shares were granted to 76 incentive objects.
In conclusion, our lawyers believe that as of the date of issuance of this legal opinion, the company has performed the necessary approval and authorization at this stage on the matters related to the first grant of this incentive plan, which is in line with the measures for the administration of equity incentive and the relevant provisions of this incentive plan.
2、 Conditions for the first grant of this incentive plan
(I) the company does not have the situation that equity incentive shall not be implemented as stipulated in the measures for the administration of equity incentive
According to the standard unqualified audit report (TJs [2021] No. 1-1020) and internal control audit report for Beijing Baolande Software Corporation(688058) 2020 (TJs [2021] No. 1-1022) issued by Tianjian certified public accountants and verified by our lawyers, the company does not have the following circumstances that equity incentive shall not be implemented as stipulated in Article 7 of the measures for the administration of equity incentive:
1. An audit report with a negative opinion or unable to express an opinion on the financial and accounting report of the most recent fiscal year issued by a 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.
(II) the incentive object does not meet the incentive conditions
According to the instructions issued by the company and the incentive object, and after verification, the incentive object does not have any of the following circumstances:
1. Being identified as inappropriate by the stock exchange within 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. Other circumstances recognized by the CSRC.
In conclusion, our lawyers believe that the incentive plan is granted for the first time
