Beijing Jindu (Nanjing) law firm
About Doushen(Beijing) Education&Technology Inc(300010) Technology (Beijing) Co., Ltd
Legal opinions on matters related to the cancellation of partially granted but not yet vested restricted shares in the 2020 restricted stock incentive plan
To: Doushen(Beijing) Education&Technology Inc(300010) Technology (Beijing) Co., Ltd
Beijing Jindu (Nanjing) law firm (hereinafter referred to as "the firm") is entrusted by Doushen(Beijing) Education&Technology Inc(300010) Technology (Beijing) Co., Ltd. (hereinafter referred to as "the company" or " Doushen(Beijing) Education&Technology Inc(300010) ") as the special legal adviser of the company's 2020 restricted stock incentive plan (hereinafter referred to as "the 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 incentives of listed companies (hereinafter referred to as the "administrative measures") of the China Securities Regulatory Commission (hereinafter referred to as the "CSRC"), the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the self regulatory guide for GEM listed companies of Shenzhen Stock Exchange No. 1 - business handling and other laws Administrative regulations, departmental rules and normative documents (hereinafter referred to as "laws and regulations"), the articles of association of Doushen(Beijing) Education&Technology Inc(300010) Technology (Beijing) Co., Ltd. (hereinafter referred to as "the articles of association") and the 2020 restricted stock incentive plan (Draft) of Doushen(Beijing) Education&Technology Inc(300010) Technology (Beijing) Co., Ltd. (hereinafter referred to as "the incentive plan"), This legal opinion is issued on the relevant matters involved in the cancellation of some authorized but not vested restricted shares of the company (hereinafter referred to as "this cancellation").
In order to issue this legal opinion, the exchange has collected relevant evidence materials and consulted the documents that need to be consulted according to the provisions and other documents that the exchange deems necessary in accordance with 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). On the basis that the company guarantees to provide the original written materials, copies, copies, confirmation letters or certificates required by the company to issue this legal opinion, that the documents and materials provided to the company are true, accurate, complete and effective, without any concealment, falsehood or major omission, and that the documents and materials are copies or copies, which are consistent and consistent with the original It has made full use of the methods including but not limited to written review, online verification and review to verify and confirm the relevant facts.
In accordance with the provisions of the securities law, 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), as well as the facts that have occurred or exist before the date of issuance of this legal opinion, the firm and its handling lawyers have strictly performed their 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.
The exchange only gives opinions on legal issues related to the company's plan, and only gives legal opinions in accordance with the current laws and regulations within the people's Republic of China (for the purpose of this legal opinion, excluding Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan, hereinafter referred to as "within China"), and does not give legal opinions in accordance with any laws outside China. The exchange will not comment on the rationality of the subject 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, the exchange 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, the exchange relies on the instructions or supporting documents issued by relevant government departments, Doushen(Beijing) Education&Technology Inc(300010) or other relevant units to issue legal opinions. The exchange agrees that the company will submit this legal opinion as one of the necessary documents for its implementation of this cancellation 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 opinion issued.
This legal opinion is only used by the company for the purpose of implementing this cancellation, 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 made for the implementation of this cancellation, but when the company makes the above quotation, it 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 requirements of the company law, the securities law and other relevant laws and regulations and the relevant provisions of the CSRC, and in accordance with the business standards, ethics and diligence recognized by the lawyer industry, the exchange hereby issues the following legal opinions:
1、 Approval and authorization of this cancellation
After verification by our lawyers, as of the date of issuance of this legal opinion, in order to implement this plan and this cancellation, the company has performed the following approvals and authorizations:
(I) on October 23, 2020, the company held the 47th meeting of the Fourth Board of directors, The proposal on the company's 2020 restricted stock incentive plan (Draft) and its summary, the proposal on the measures for the implementation and assessment of the company's 2020 restricted stock incentive plan, the proposal on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to the company's 2020 fixed-term stock incentive plan and other proposals related to the plan were reviewed and approved. When the board of directors deliberates relevant proposals, related directors avoid voting. The independent directors of the company have expressed their independent opinions on the relevant proposals of the plan.
(II) on October 23, 2020, the company held the 18th meeting of the 4th board of supervisors, The proposal on the company's 2020 restricted stock incentive plan (Draft) and its summary, the proposal on the company's assessment and management measures for the implementation of the 2020 restricted stock incentive plan, and the proposal on verifying the verification opinions of the company's list of incentive objects granted for the first time in the 2020 restricted stock incentive plan and other proposals related to the plan were reviewed and approved, and the opinions on the matters involved in the plan were expressed.
(III) on October 24, 2020, Doushen(Beijing) Education&Technology Inc(300010) at cninfo.com, the information disclosure website designated by CSRC（ http://www.cn.info.com.cn./new/index , the same below) disclosed the list of incentive objects first granted under the 2020 restricted stock incentive plan and publicized the list of incentive objects of the plan. The company also through the company's official website（ https://jt.doushen.com. ）The list of incentive objects granted for the first time in 2020 restricted stock incentive plan was issued to publicize the list and positions of the company's proposed incentive objects from October 26, 2020 to November 5, 2020.
(IV) on November 6, 2020, Doushen(Beijing) Education&Technology Inc(300010) disclosed the announcement and verification opinions of the board of supervisors of Doushen(Beijing) Education&Technology Inc(300010) Technology (Beijing) Co., Ltd. on the list of incentive objects first granted under the 2020 restricted stock incentive plan on the website of cninfo.com, The board of supervisors of the company believes that: "the incentive objects listed in the 2020 restricted stock incentive plan for the first time meet the conditions specified in relevant laws, regulations and normative documents, and they are legal and effective as the incentive objects of the incentive plan."
(V) on November 9, 2020, the company held the fifth extraordinary general meeting of shareholders in 2020, The meeting deliberated and adopted the proposal on the company's 2020 restricted stock incentive plan (Draft) and its summary, the proposal on the company's assessment and management measures for the implementation of 2020 restricted stock incentive plan, and the proposal on submitting the general meeting of shareholders to authorize the board of directors to handle matters related to the company's 2020 restricted stock incentive plan, Authorize the board of directors to determine the grant date of the company's restricted stock incentive plan, and authorize the board of directors to grant restricted shares to the incentive object and handle all matters necessary for the grant of restricted shares when the incentive object meets the conditions.
(VI) on November 12, 2020, the company held the 49th meeting of the Fourth Board of directors, deliberated and adopted the proposal on the first grant of restricted shares to incentive objects. The board of directors of the company considered that the grant conditions specified in the plan had been met, and agreed to determine November 12, 2020 as the first grant date, granting 16.95 million restricted shares to 70 incentive objects. When the board of directors deliberates relevant proposals, related directors avoid voting. The independent directors of the company expressed their independent opinions on the above matters.
(VII) on November 12, 2020, the company held the 20th meeting of the 4th board of supervisors, deliberated and passed the proposal on granting restricted shares to incentive objects. The board of supervisors verified the list of incentive objects determined in the plan and whether the incentive objects met the grant conditions, and agreed that the company would grant 16.95 million restricted shares to 70 incentive objects on November 12, 2020.
(VIII) on April 26, 2022, the company held the 7th Meeting of the 5th board of directors, deliberated and approved the proposal on Abolishing part of the restricted shares that have been granted but not yet vested in the 2020 restricted stock incentive plan. The board of directors of the company considered that due to the failure to meet the specified performance evaluation indicators in 2021 and the resignation of some incentive objects, It is agreed to cancel the company's 2020 restricted stock incentive plan, which has granted a total of 7.78 million restricted shares that have not yet been vested. When the board of directors deliberated the proposal on Abolishing part of the restricted shares granted but not yet vested in the 2020 restricted stock incentive plan, the related directors avoided voting. The independent directors of the company expressed their independent opinions on the above matters.
(IX) on April 26, 2022, the company held the fourth meeting of the Fifth Board of supervisors, which deliberated and passed the proposal on Abolishing the restricted shares that have been granted but not yet vested in the 2020 restricted stock incentive plan. The board of supervisors of the company held that the cancelled restricted shares that have been granted but not yet vested in this time comply with relevant laws, regulations, incentive plan and other relevant provisions of the company, It will not have a material impact on the company's financial situation and operating results, and there is no damage to the interests of the company's shareholders. The board of supervisors agreed to cancel some restricted shares of the company this time.
Based on the above, the exchange believes 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 this cancellation, which is in line with the relevant provisions of the management measures and the incentive plan.
2、 Basic information about this cancellation
According to the relevant provisions of "II. Changes in the personal situation of the incentive object" in Chapter VI of the incentive plan, "if the incentive object leaves the company due to resignation, dismissal by the company, layoff by the company, termination of labor relations by the company and other reasons, from the date of occurrence, the restricted shares granted to the incentive object but not yet vested shall not be vested, and shall be invalid".
According to the resolution of the 7th Meeting of the 5th board of directors, the resolution of the 4th meeting of the 5th board of supervisors, the independent opinions of independent directors on the cancellation, the resignation certificate of incentive objects provided by the company and the written confirmation and commitment issued by the company, and verified by the lawyers of the firm, 30 incentive objects granted restricted shares by the company have resigned, The 3.85 million restricted shares granted but not yet vested shall not be vested and invalid.
According to the relevant provisions of "III. ownership arrangement of the incentive plan" in Chapter VI and "II. Ownership conditions of restricted shares" in Chapter VIII of the incentive plan, the restricted shares granted by the plan are vested in three phases, The "company level performance assessment requirements" in the first vesting period is "based on the performance of Chinese future in 2019 (i.e. Chinese future education and Technology (Beijing) Co., Ltd.) and the growth rate of operating revenue of Chinese future in 2021 shall not be less than 100%". If the performance assessment at the company level fails to meet the standard, all the restricted stocks planned to be vested in the current year will be cancelled and invalid.
According to the resolution of the 7th Meeting of the 5th board of directors, the resolution of the 4th meeting of the 5th board of supervisors, the independent opinions of the independent directors on the cancellation, the 2019 annual report and 2021 annual report of the company and the written confirmation and commitment issued by the company, and verified by the lawyers of the firm, the growth rate of operating income of Chinese future education technology (Beijing) Co., Ltd. in 2021 is less than 100% compared with that in 2019, The company level performance assessment indicators of the first vesting period of restricted shares granted by the plan are not met, and the vesting conditions of the first vesting period of the plan are not achieved. Therefore, in addition to the cancellation and invalidation of the restricted shares granted to the above-mentioned 30 incentive objects who have resigned but have not yet been vested, all the 3.93 million shares of restricted shares planned to be vested in the first vesting period of the 40 incentive objects who have been granted restricted shares by the other companies are cancelled and invalid.
To sum up, the exchange believes that the reasons and quantity of this cancellation comply with the relevant provisions of the management measures and the incentive plan.
3、 Concluding observations
To sum up, the exchange believes 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 relevant matters of this cancellation, which is in line with the relevant provisions of the management measures and the incentive plan; The reason and quantity of this cancellation comply with the relevant provisions of the management measures and the incentive plan. This legal opinion is made in triplicate.
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(there is no text on this page, which is the signature and seal page of the legal opinion of Beijing Jindu (Nanjing) law firm on the cancellation of some granted but not vested restricted shares in the 2020 restricted stock incentive plan of Doushen(Beijing) Education&Technology Inc(300010) Technology (Beijing) Co., Ltd.)
Handling lawyer of Beijing Jindu (Nanjing) law firm:
Tang Tian
Huang Xiaomei
Person in charge:
