Beijing Tianyuan law firm
About Rockontrol Technology Group Co.Ltd(688051)
Restricted stock incentive plan for 2021
The attribution conditions in the first attribution period were not fulfilled
And voiding some restricted shares that have been granted but not yet vested
Legal opinion
Beijing Tianyuan law firm
10th floor, The Pacific Securities Co.Ltd(601099) insurance building, No. 28, Fengsheng Hutong, Xicheng District, Beijing
Postal Code: 100032
Beijing Tianyuan law firm
About Rockontrol Technology Group Co.Ltd(688051)
In the first vesting period of the restricted stock incentive plan in 2021, the vesting conditions have not been fulfilled and the invalid part has been granted to the non vested restricted shares
Legal opinion
Jtgz (2021) No. 254-2 to: Rockontrol Technology Group Co.Ltd(688051)
Beijing Tianyuan law firm (hereinafter referred to as “the firm”) is entrusted by Rockontrol Technology Group Co.Ltd(688051) (hereinafter referred to as “the company”) to act as the special Chinese legal adviser of the company’s 2021 restricted stock incentive plan (hereinafter referred to as “the incentive plan”) and issue legal opinions.
The firm and its handling lawyers shall act 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 law firms engaging in securities legal business, the measures for the administration of equity incentive of listed companies, the business guide for information disclosure of listed companies on the science and Innovation Board No. 4 – disclosure of equity incentive information and other laws In accordance with the provisions of regulations and normative documents and the facts that have occurred or exist before the date of issuance of this legal opinion, this legal opinion is issued in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry.
In order to issue this legal opinion, our lawyers have reviewed the Rockontrol Technology Group Co.Ltd(688051) 2021 restricted stock incentive plan (Draft) (hereinafter referred to as “incentive plan (Draft)”) announced by the company and other documents that our lawyers believe need to be reviewed, and verified and verified the relevant facts.
Our lawyer hereby makes the following statement:
1. 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) and 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.
2. In accordance with the business rules formulated in accordance with the law, our lawyers have adopted the methods of written examination, inquiry, calculation and review, and diligently and prudently fulfilled the obligations of verification and verification.
3. When issuing this legal opinion, our lawyers have fulfilled the special duty of care of legal professionals for legal related business matters and the general duty of care of ordinary people for other business matters.
4. The lawyers of the firm shall perform the special duty of care of legal professionals on the business matters related to the law for the documents directly obtained from state organs, organizations with the function of managing public affairs, accounting firms, asset evaluation institutions, credit rating agencies, notarial institutions and other public institutions, and serve as the basis for issuing legal opinions on other business matters after performing the general duty of care of ordinary people; For documents not directly obtained from public institutions, they shall be used as the basis for issuing legal opinions after verification and verification.
5. The exchange agrees to take this legal opinion as a necessary legal document for the company’s incentive plan, report or announce it together with other materials, and bear corresponding legal liabilities according to law.
6. This legal opinion is only used by the company for the purpose of this incentive plan and shall not be used by anyone for any other purpose.
Based on the above, our lawyers give the following legal opinions:
interpretation
Rockontrol Technology Group Co.Ltd(688051) . Company refers to Rockontrol Technology Group Co.Ltd(688051)
This incentive plan and this plan refer to Rockontrol Technology Group Co.Ltd(688051) 2021 restricted stock incentive plan
Restricted stocks and class II restricted stocks refer to a certain number of company stocks granted to incentive objects by the company according to the conditions specified in the plan
According to the provisions of the plan, the incentive objects of companies (including subsidiaries) that obtain restricted shares refer to directors, senior managers, core technicians, middle managers, technical backbones and business backbones
Grant date refers to the date on which the company grants rights and interests to incentive objects
The grant price refers to the price of each restricted stock granted by the company to the incentive object
Lock up period refers to the period of time after the restricted shares granted to the incentive object are vested
Validity period refers to the period from the date of the first 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 of a listed company to register its shares in the account of the incentive object after the restricted stock incentive object meets the benefit conditions
Attribution conditions refer to the benefit conditions set up by the restricted stock incentive plan, and the incentive object is to obtain the incentive stock
Incentive plan (Draft) refers to the Rockontrol Technology Group Co.Ltd(688051) 2021 restricted stock incentive plan (Draft)
Assessment measures refer to the measures for the administration of assessment of the implementation of Rockontrol Technology Group Co.Ltd(688051) 2021 restricted stock incentive plan
Company Law refers to the company law of the people’s Republic of China
Securities Law refers to 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 refers to the Listing Rules of Shanghai Stock Exchange’s Sci tech innovation board
Business guide refers to the business guide for information disclosure of listed companies on the science and Innovation Board No. 4 – disclosure of equity incentive information
The measures for continuous supervision refers to the measures for continuous supervision of listed companies on the science and Innovation Board (for Trial Implementation)
The articles of association refers to the Rockontrol Technology Group Co.Ltd(688051) articles of association
CSRC refers to the China Securities Regulatory Commission
Shanghai stock exchange refers to Shanghai Stock Exchange
Yuan means RMB yuan
Beijing Tianyuan law firm
text
1、 Approval and authorization of this incentive plan and some of the cancelled restricted shares
According to the information provided by the company and verified by the lawyers of the exchange, as of the date of issuance of this legal opinion, the approval procedures of the company for this incentive plan and the cancellation of some restricted shares are as follows:
1. On May 7, 2021, the 22nd Meeting of the second 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 and other relevant proposals.
2. On May 7, 2021, the independent directors of the company expressed independent opinions on whether the incentive plan (Draft) is conducive to the sustainable development of the company and whether there is any situation that obviously damages the interests of the company and all shareholders.
3. On May 7, 2021, the 14th meeting of the second board of supervisors of the company deliberated and approved the proposal on the company’s restricted stock incentive plan in 2021 (Draft) and its summary and other relevant proposals, believing that the implementation of this incentive plan will be conducive to the sustainable development of the company and will not damage the interests of the company and all shareholders.
4. On May 8, 2021, the company opened the website of Shanghai Stock Exchange（ http://www.sse.com.cn./ ）The list of incentive objects of Rockontrol Technology Group Co.Ltd(688051) 2021 restricted stock incentive plan was disclosed on the; The company publicized the names and positions of the proposed incentive objects within the company from May 8, 2021 to May 17, 2021 for a total of 10 days. 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 object. On May 19, 2021, the company disclosed the verification opinions and publicity statement of Rockontrol Technology Group Co.Ltd(688051) board of supervisors on the list of incentive objects of the company’s restricted stock incentive plan in 2021. The board of supervisors considered that the incentive object personnel met the incentive object conditions specified in the administrative measures, the Listing Rules of science and Innovation Board of Shanghai Stock Exchange and other documents, and met the incentive object conditions specified in the incentive plan (Draft), As the incentive object of this restricted stock incentive plan, it is legal and effective.
5. On May 28, 2021, the company’s 2020 annual general meeting of shareholders deliberated and approved the proposal on the company’s 2021 restricted stock incentive plan (Draft) and its summary, the proposal on the company’s assessment and management measures for the implementation of the 2021 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 equity incentive. The independent directors of the company solicited voting rights from all shareholders on the proposals related to the incentive plan.
6. On May 28, 2021, the company held the 24th Meeting of the second board of directors, deliberated and approved the proposal on adjusting the incentive plan of restricted stocks in 2021, the proposal on granting restricted stocks to incentive objects for the first time and other relevant proposals.
7. On May 28, 2021, the independent directors of the company expressed independent opinions on the adjustment of equity incentive plan and the first granting of restricted shares to incentive objects.
8. On May 28, 2021, the company held the 15th meeting of the second board of supervisors, deliberated and approved the proposal on adjusting the incentive plan of restricted stocks in 2021, the proposal on granting restricted stocks to incentive objects for the first time and other relevant proposals. The board of supervisors of the company checked the list of incentive objects granted for the first time, issued verification opinions, and agreed to the list of incentive objects granted for the first time in the company’s incentive plan.
9. On April 29, 2022, the company held the 30th meeting of the second board of directors, deliberated and adopted the proposal on Abolishing Some granted but not yet vested restricted shares, and the independent directors of the company expressed their independent opinions.
10. On April 29, 2022, the company held the 19th meeting of the second board of supervisors, deliberated and adopted the proposal on Abolishing Some granted but not yet vested restricted shares.
In conclusion, our lawyers believe that the company’s cancelled part of the authorized restricted shares that have not been vested (hereinafter referred to as “this cancellation”) has obtained the necessary approval and authorization, which is in line with the provisions of the administrative measures, business guide and other laws, regulations, normative documents and incentive plan (Draft).
2、 Basic information of this cancellation
(I) reasons for cancellation
1. As of the date of issuance of this legal opinion, a total of five incentive objects in the first part of the incentive plan granted by the company have left their jobs for personal reasons. According to the relevant provisions of the company’s incentive plan (Draft), the above-mentioned personnel have no qualification for incentive objects, and the restricted shares granted but not yet vested shall not be vested and shall be treated as invalid.
2. According to the relevant provisions of the company’s incentive plan (Draft) and assessment measures, if the company fails to meet the performance assessment objectives of relevant assessment years within each attribution period, all incentive objects shall correspond to the assessment plan of the current year
