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Beijing Jingtian Gongcheng law firm
About Zhejiang Qianjiang Motorcycle Co.Ltd(000913)
2022 restricted stock incentive plan (Draft)
Legal opinion
To: Zhejiang Qianjiang Motorcycle Co.Ltd(000913)
Entrusted by Zhejiang Qianjiang Motorcycle Co.Ltd(000913) (hereinafter referred to as “the company” or ” Zhejiang Qianjiang Motorcycle Co.Ltd(000913) “), the exchange, 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 administrative measures for equity incentive of listed companies (revised in 2018) (hereinafter referred to as “the administrative measures”) and other relevant laws This legal opinion is issued on the implementation of the company’s restricted stock incentive plan in 2022 (hereinafter referred to as the “incentive plan” or “this incentive plan”) in accordance with the regulations, normative documents and the Zhejiang Qianjiang Motorcycle Co.Ltd(000913) articles of Association (hereinafter referred to as the “articles of association”). For the purpose of issuing this legal opinion, our lawyers conducted legal review on the documents provided by the company and considered necessary for issuing this legal opinion, and inquired or discussed with relevant managers on the company’s incentive plan and related issues.
Our lawyers express legal opinions in accordance with the current effective laws, regulations and normative documents of China up to the date of issuance of this legal opinion, as well as the understanding of the relevant facts involved in Zhejiang Qianjiang Motorcycle Co.Ltd(000913) this equity incentive plan.
Our lawyer hereby makes the following statement on the issuance of this legal opinion:
1. This legal opinion is based on the relevant facts that have occurred or existed before the date of issuance of this legal opinion and the current laws, regulations and normative documents in China, and is based on our understanding of the relevant facts and the relevant laws, regulations and normative documents. For the facts that are crucial to the issuance of this legal opinion and cannot be supported by independent evidence, we rely on relevant government departments Supporting documents and oral confirmation issued by the company or other interested parties;
2. The firm and the handling lawyer declare that as of the date of issuance of this legal opinion, neither the firm nor the handling lawyer holds the shares of Zhejiang Qianjiang Motorcycle Co.Ltd(000913) and there is no other relationship with Zhejiang Qianjiang Motorcycle Co.Ltd(000913) that may affect the fair performance of duties;
3. Our lawyers have strictly performed their statutory duties, followed the principles of diligence and good faith, and fully verified the behavior of the company’s incentive plan and the legitimacy and compliance of this application, so as to ensure that there are no false records, misleading statements and major omissions in this legal opinion;
4. During the investigation for issuing this legal opinion, the company declares to the exchange that it has provided the true, accurate, complete and effective documents, materials or oral statements and explanations that the exchange considers necessary for issuing this legal opinion, and there are no concealment, falsehood and major omissions; The copy materials or copies provided by them are consistent and consistent with their original materials or originals; The signatures and seals on the documents and materials provided are true, and the legal procedures required for such signatures and seals have been performed and legally authorized; All oral statements and explanations are consistent with the facts that have occurred;
5. This legal opinion is only used by the company for the purpose of this incentive plan, and shall not be used for any other purpose without the prior written consent of the exchange;
6. The exchange agrees to take this legal opinion as a necessary legal document for the company to implement the incentive plan, report it together with other application materials, and bear corresponding legal liabilities for this legal opinion according to law.
Based on the above, in accordance with the requirements of relevant laws and regulations and in accordance with the business standards, ethics and the spirit of diligence recognized by the Chinese lawyer industry, the exchange has verified and verified the relevant facts involved in the implementation of the incentive plan of the company, and issued the following legal opinions: 1. The qualification of the company to implement the equity incentive plan
(I) basic information of the company
The company is a joint stock limited company established by means of public offering and jointly sponsored by Zhejiang Zhejiang Qianjiang Motorcycle Co.Ltd(000913) Group Co., Ltd. and Jinshi Minggang Co., Ltd. with the approval of Zhejiang Provincial People’s government ZZF [1998] No. 154. Approved by the China Securities Regulatory Commission (hereinafter referred to as “CSRC”) zjfzz [1999] No. 26 document, the company’s shares were listed and traded on Shenzhen Stock Exchange on May 14, 1999.
According to the current valid business license of the company and through the inquiry of the lawyer of the office in the national enterprise credit information publicity system, as of the date of issuance of this legal opinion, the basic information of the company is as follows: unified social credit code 91330 Guangdong Golden Dragon Development Inc(000712) 550473w
Name Zhejiang Qianjiang Motorcycle Co.Ltd(000913)
Other types of joint stock limited companies (listed)
Legal representative: Xu Zhihao
The registered capital is 453536 million yuan
Address: Wenling Economic Development Zone, Zhejiang Province
The business term is from March 28, 1999 to long-term
Business scope: licensed projects: road motor vehicle production (for projects that must be approved according to law, business activities can be carried out only after being approved by relevant departments, and the specific business projects shall be subject to the approval results). General items: Motorcycle parts manufacturing; Wholesale of motorcycles and spare parts; Retail of motorcycles and spare parts; Repair and maintenance of motor vehicles; Electric bicycle sales; Manufacturing of Mopeds; Sales of auxiliary bicycles, scooters and spare parts; Import and export of goods; Technology import and export (except for projects subject to approval according to law, carry out business activities independently according to law with business license).
The company is legally and effectively established upon the inspection of the lawyers of the firm; As of the date of issuance of this legal opinion, the company has not been dissolved or terminated in accordance with the company law, the articles of association and other provisions.
(II) the company does not have the situation that equity incentive shall not be implemented as stipulated in Article 7 of the management measures
According to the instructions issued by the company, the annual report of the company in 2021 and the standard unqualified audit report issued by Daxin Certified Public Accountants (special general partnership) on the financial and accounting report of the company in 2021 on April 27, 2022 (Daxin Shen Zi [2022] No. 3100423) Daxin Certified Public Accountants (special general partnership) issued the standard unqualified internal control audit report (Daxin Shen Zi [2022] No. 3100424) on the company’s internal control in 2021 on April 27, 2022, and the company’s profit distribution plan in 2021. After verification 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 management measures:
1. The financial and 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 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, 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.
In conclusion, the exchange believes that the company is a joint stock limited company established and effectively existing according to law; As of the date of issuance of this legal opinion, the company has no circumstances that need to be terminated in accordance with laws, regulations and the articles of association, and there is no circumstance that equity incentive shall not be implemented in accordance with Article 7 of the administrative measures, so it has the subject qualification to implement this equity incentive. 2、 The content of this equity incentive plan complies with the provisions of the administrative measures
(I) main contents of Zhejiang Qianjiang Motorcycle Co.Ltd(000913) 2022 restricted stock incentive plan (Draft) (hereinafter referred to as “incentive plan (Draft)”)
Upon verification by our lawyers, the company held the 6th meeting of the 8th board of directors on May 20, 2022, and deliberated and adopted the proposal on Zhejiang Qianjiang Motorcycle Co.Ltd(000913) 2022 restricted stock incentive plan (Draft) and its summary and the proposal on Zhejiang Qianjiang Motorcycle Co.Ltd(000913) 2022 restricted stock incentive plan implementation assessment management measures. After reviewing the incentive plan (Draft), the incentive plan (Draft) specifies the purpose of the incentive plan, the management organization of the incentive plan, the basis and scope for determining the incentive object, the source, quantity and distribution of restricted shares, the validity period of restricted shares, the grant date, the restricted sale period, the lifting of the restricted sale arrangement and the lock up period, the grant price and determination method of restricted shares Conditions for granting and releasing restricted shares, adjustment methods and procedures of incentive plan, accounting treatment of restricted shares, implementation of incentive plan, rights and obligations of the company / incentive object, treatment of changes of the company / incentive object, principles for repurchase and cancellation of restricted shares, supplementary provisions, etc.
After review, the exchange believes that the matters specified in the incentive plan (Draft) include all the matters specified in Article 9 of the administrative measures and comply with the provisions of Article 9 of the administrative measures.
(II) specific contents of incentive plan (Draft)
1. Determination basis and scope of incentive object
(1) Legal basis for determining incentive objects
According to the incentive plan (Draft), the incentive objects of the incentive plan are determined in accordance with the relevant laws, administrative regulations, normative documents, the articles of association and the actual situation of the company.
(2) Job basis for determining incentive objects
According to the incentive plan (Draft), the incentive objects of the incentive plan are the directors, senior managers, middle managers, core technicians and backbone of the company (including branches and holding subsidiaries), excluding independent directors, supervisors, shareholders or actual controllers who individually or jointly hold more than 5% of the shares of the company and their spouses, parents and children.
(3) Scope of incentive objects
According to the incentive plan (Draft), there are 162 incentive objects involved in the incentive plan, including: A, directors and senior managers of the company;
B. Middle managers;
C. Core technical personnel and backbone.
The above incentive objects do not include independent directors, supervisors, shareholders or actual controllers who individually or jointly hold more than 5% of the shares of the company and their spouses, parents and children. Directors must be elected by the general meeting of shareholders of the company, and senior managers must be appointed by the board of directors of the company. All incentive objects must have employment, employment or labor relations with the company (including subsidiaries and branches) within the validity of the incentive plan.
The incentive object of the reserved grant part shall be determined within 12 months after the incentive plan is considered and approved by the general meeting of shareholders. If the incentive object is not specified for more than 12 months, the reserved rights and interests shall become invalid. In principle, the standard for determining the reserved incentive object shall be determined with reference to the standard for the first award.
The exchange believes that the scope and confirmation basis of incentive objects specified in the incentive plan (Draft) comply with the relevant provisions of Article 8 of the administrative measures.
2. Stock source, quantity and distribution of incentive plan
(1) Stock source of incentive plan
According to the incentive plan (Draft), the stock source of the incentive plan is the company’s directional issuance of A-share common shares to the incentive object.
(2) Number of restricted shares to be granted under the incentive plan
The number of restricted shares to be granted in this incentive plan is 15.87 million shares, accounting for about 3.50% of the total share capital of the company at the time of announcement of the incentive plan (Draft). Among them, 15.4 million shares were granted for the first time, accounting for about 3.40% of the company’s total share capital of 453536 million shares at the time of announcement of the incentive plan (Draft), and the part granted for the first time accounted for about 97.04% of the total equity granted this time; 470000 shares are reserved for grant, accounting for about 0.10% of the company’s total share capital of 453536000 shares at the time of announcement of the incentive plan (Draft), and the reserved part accounts for about 2.96% of the total equity granted this time.
The total number of underlying shares involved in the equity incentive plan of the company within the whole validity period does not exceed 10% of the total share capital of the company at the time of announcement of the draft incentive plan. The cumulative number of shares granted to any incentive object in this incentive plan through all equity incentive plans within the validity period does not exceed 1% of the total share capital of the company at the time of announcement of the draft incentive plan, and the proportion of reserved rights and interests does not exceed 20% of the number of rights and interests to be granted in this incentive plan.
During the period from the announcement date of the incentive plan to the completion of the restricted stock registration of the incentive object, if the company has matters such as the conversion of capital reserve into share capital, the distribution of stock dividends, the division of shares, the reduction of shares and the allotment of shares, the number of restricted shares will be adjusted accordingly according to the incentive plan.
(3) Distribution of restricted shares granted to incentive objects
The distribution of restricted shares granted by this incentive plan among incentive objects is shown in the table below:
Proportion of restricted shares granted to the total number of shares (10000 shares) of the incentive plan serial number name nationality position shares to the total share capital on the announcement date
1 Guo Dongshao, director and general manager of China 200.00 12.60% 0.44
