Anhui Tianhe law firm
about
First grant of restricted stock incentive plan in 2022
of
Legal opinion
Address: 15-16 floors, East Building, block B, Fortune Plaza, No. 278 Suixi Road, Hefei, China
Tel: (0551) 62642792 Fax: (0551) 62620450
Anhui Tianhe law firm
about
First grant of restricted stock incentive plan in 2022
of
Legal opinion
To: Jee Technology Co.Ltd(688162)
Anhui Tianhe law firm (hereinafter referred to as “the firm”) is entrusted by Jee Technology Co.Ltd(688162) (hereinafter referred to as ” Jee Technology Co.Ltd(688162) ” or “the company”) to act as the special legal adviser on matters related to Jee Technology Co.Ltd(688162) implementing the 2022 restricted stock incentive plan (hereinafter referred to as “the equity incentive plan” or “the incentive plan”). According to the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the measures for the administration of equity incentive of listed companies (order 148 of the CSRC) (hereinafter referred to as the “administrative measures”), the Listing Rules of science and Innovation Board of Shanghai stock exchange, the memorandum of work on information disclosure of listed companies on science and Innovation Board No. 4 – Guidelines for the disclosure of equity incentive information (hereinafter referred to as the “disclosure guidelines”) And other relevant laws, regulations and normative documents, as well as the relevant provisions of Jee Technology Co.Ltd(688162) 2022 restricted stock incentive plan (Draft) (hereinafter referred to as the incentive plan) and Jee Technology Co.Ltd(688162) articles of Association (hereinafter referred to as the articles of association), this legal opinion is issued for the first grant involved in the equity incentive plan.
Before issuing this legal opinion, our lawyer declares as follows:
1. 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) and the facts that have occurred or exist before the date of issuance of this legal opinion, our lawyers have strictly performed their statutory duties, followed the principles of diligence and good faith, and conducted sufficient verification and verification to ensure that the facts identified in this legal opinion are true, accurate and complete, The concluding opinions issued are legal and accurate, and there are no false records, misleading statements or major omissions.
2. Our lawyers have reviewed the relevant matters involved in this incentive plan. The quotation of relevant financial data and reports issued by other intermediaries in this legal opinion does not mean that we make any express or implied guarantee for the authenticity and accuracy of such data and conclusions.
3. Jee Technology Co.Ltd(688162) promises that all the factual documents related to the equity incentive plan that it has provided to the exchange are true, complete, legal and effective, without any false records, misleading statements or major omissions, and all copies or duplicates are completely consistent with the original or original.
4. This legal opinion is only for the purpose of Jee Technology Co.Ltd(688162) this equity incentive plan. Without the consent of the exchange, this legal opinion shall not be used for any other purpose.
5. Our lawyers agree that Jee Technology Co.Ltd(688162) will take this legal opinion as an integral part of the announcement materials of this equity incentive plan, and disclose it on the designated information disclosure website along with other documents, and be responsible for this legal opinion according to law.
Based on the above statement, our lawyers have verified and verified the documents and relevant facts provided by the company in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, and now issue this legal opinion as follows:
1、 Approval and authorization involved in the first grant of restricted shares
(I) on April 22, 2022, Jee Technology Co.Ltd(688162) held the 15th meeting of the first board of directors, deliberated and adopted the proposal on the company’s restricted stock incentive plan in 2022 (Draft) and its summary, the proposal on the company’s assessment and management measures for the implementation of the restricted stock incentive plan in 2022, and the proposal on submitting the general meeting of shareholders of the company to authorize the board of directors to handle matters related to the restricted stock incentive plan in 2022. On the same day, Jee Technology Co.Ltd(688162) independent directors expressed their independent opinions on the equity incentive plan and agreed to the company’s implementation of the equity incentive plan.
(II) on April 22, 2022, Jee Technology Co.Ltd(688162) held the 11th meeting of the first session of the board of supervisors, deliberated and adopted the proposal on the company’s restricted stock incentive plan in 2022 (Draft) and its summary, the proposal on the company’s assessment and management measures for the implementation of the restricted stock incentive plan in 2022, and the proposal on submitting the general meeting of shareholders of the company to authorize the board of directors to handle matters related to the restricted stock incentive plan in 2022, The board of supervisors verified the relevant matters of the incentive plan and issued relevant verification opinions.
(III) from April 26, 2022 to May 6, 2022, the company publicized the names and positions of the incentive objects granted for the first time in the incentive plan on the company’s bulletin board. During the publicity period, the board of supervisors of the company did not receive any objection from employees to the proposed incentive object. On May 14, 2022, the company disclosed the announcement and verification opinions of the board of supervisors on the list of incentive objects of the company’s restricted stock incentive plan in 2022 on the website of Shanghai Stock Exchange.
(IV) on May 20, 2022, the company held the 2021 annual general meeting of shareholders, deliberated and approved the proposal on the company’s restricted stock incentive plan in 2022 (Draft) and its summary, the proposal on the measures for the assessment and management of the implementation of the company’s restricted stock incentive plan in 2022, and the proposal on submitting the general meeting of shareholders to authorize the board of directors to handle matters related to the restricted stock incentive plan in 2022, Agree to implement the equity incentive plan and authorize the board of directors of the company to handle matters related to the incentive plan.
(V) on May 20, 2022, the company held the 16th meeting of the first board of directors, deliberated and approved the proposal on adjusting the list of incentive objects and the number of rights and interests granted for the first time under the 2022 restricted stock incentive plan and the proposal on granting restricted shares to incentive objects under the 2022 restricted stock incentive plan for the first time. At the same time, the independent directors of the company expressed their independent opinions, believing that the confirmation of the subject qualification of the incentive object is legal and effective, the determined grant date meets the relevant regulations, and the grant conditions specified in the company’s incentive plan have been achieved.
(VI) on May 20, 2022, the company held the 12th meeting of the first board of supervisors, deliberated and approved the proposal on adjusting the list of incentive objects and the number of rights and interests granted for the first time under the 2022 restricted stock incentive plan and the proposal on granting restricted shares to incentive objects under the 2022 restricted stock incentive plan for the first time. At the same time, the board of supervisors checked the list of incentive objects on the grant date and issued verification opinions. Our lawyers believe that as of the date of issuance of this legal opinion, the company has performed the necessary legal procedures, obtained the necessary approval and authorization, and complied with the relevant laws, regulations and normative documents such as the administrative measures and the relevant provisions of the incentive plan.
2、 Matters related to this restricted stock grant
(I) grant date of this restricted stock
According to the proposal on requesting the general meeting of shareholders of the company to authorize the board of directors to handle matters related to the Jee Technology Co.Ltd(688162) 2022 restricted stock equity incentive plan, which was deliberated and approved by the annual general meeting of shareholders of the company in 2021, the general meeting of shareholders of the company authorized the board of directors to determine the grant date of the incentive plan.
According to the proposal on granting restricted shares to the incentive objects of the restricted stock incentive plan in 2022 for the first time deliberated and adopted at the 16th meeting of the first board of directors of the company, it is determined that the grant date of the restricted stock incentive plan is May 20, 2022, and the independent directors have expressed their agreed independent opinions on the above related matters.
It is verified that the granting date of this restricted stock is the trading day within 60 days after the incentive plan is deliberated and approved by the general meeting of shareholders of the company, and is not the following period:
1. Within 30 days before the announcement of the company’s periodic report, if the announcement date of the periodic report is delayed due to special reasons, it shall be calculated from 30 days before the original scheduled announcement date to 1 day before the announcement;
2. Within 10 days before the announcement of the company’s performance forecast and performance express;
3. From the date of major events that may have a great impact on the trading price of the company’s shares and their derivatives or the date of entering the decision-making process to 2 trading days after disclosure according to law;
4. Other periods prescribed by the CSRC and the stock exchange.
In conclusion, our lawyers believe that the granting date of restricted shares complies with the relevant provisions of the administrative measures and the incentive plan.
(II) conditions for the grant of restricted shares
1. As of the issuance date of this legal opinion, the company has not been prohibited from implementing this incentive plan as stipulated in 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 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, articles of association and public commitments within the last 36 months after listing;
(4) Laws and regulations on equity incentive shall not be implemented;
(5) Other circumstances recognized by the CSRC.
2. As of the date of issuance of this legal opinion, the proposed incentive objects comply with the provisions of Article 8 of the administrative measures, and no one of the following circumstances has occurred:
(1) Being identified as an inappropriate candidate by the stock exchange within the last 12 months;
(2) In the last 12 months, it has been identified as an inappropriate candidate by the CSRC and its dispatched offices;
(3) Being administratively punished by the CSRC and its dispatched offices or taking market entry prohibition measures for major violations of laws and regulations in 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 the equity incentive of listed companies according to laws and regulations;
(6) Other circumstances recognized by the CSRC.
In conclusion, our lawyers believe that as of the date of issuance of this legal opinion, the company and the incentive object have not been prohibited from implementing equity incentive. The conditions for granting restricted shares have been met, and the company’s granting of restricted shares to the incentive object complies with the administrative measures and other laws, regulations, normative documents and the relevant provisions of the incentive plan.
(III) the granting object, number and price of restricted shares
According to the proposal on the first granting of restricted shares to the incentive objects of the restricted stock incentive plan in 2022, which was deliberated and adopted at the 16th meeting of the first board of directors of the company, it is determined that the first granting objects of the restricted stock incentive plan are 111 people (including the incentive objects of class I restricted shares and class II restricted shares), and 377500 shares of class I restricted shares are granted, The second category of restricted shares is 1222500 shares, and the grant price is 19.16 yuan / share. The board of supervisors of the company has verified the list of the above-mentioned granting objects and issued verification opinions.
The lawyers of the firm believe that the granting object, number and price of the first grant of restricted shares of the company comply with the relevant provisions of the administrative measures and the incentive plan.
3、 Adjustment of this incentive plan
According to the relevant information provided by the company and the resolution of the 16th meeting of the first board of directors, as of the date of issuance of this legal opinion, one incentive object of the company has lost incentive qualification due to resignation. Therefore, according to the authorization of the general meeting of shareholders, the board of directors agreed to adjust the incentive objects granted for the first time in this incentive plan from 112 to 111, and the number of restricted shares to be granted for the first time from 1606000 shares to 1 Shanghai Pudong Development Bank Co.Ltd(600000) shares. The final number of incentive objects granted for the first time and the number of restricted shares shall be subject to the actual number and number of participants subscribed.
In addition to the above adjustments, other contents of the incentive plan are consistent with the relevant contents of the incentive plan deliberated and approved by the company’s 2021 annual general meeting of shareholders.
The lawyers of the firm believe that according to the provisions of the incentive plan, the board of directors of the company adjusted the scope of incentive objects and the number of restricted shares of the incentive plan accordingly based on the above situation. The adjustment belongs to the scope of authorization of the general meeting of shareholders to the board of directors and complies with the relevant laws, regulations and normative documents such as the management measures and the relevant provisions of the incentive plan.
4、 Information disclosure on the first grant of restricted shares
According to the company’s instructions, according to the relevant provisions of the management measures and disclosure guidelines, the company will timely disclose the announcement of the resolution of the board of directors after the 16th meeting of the first board of directors, and announce the opinions of independent directors, the verification opinions of the board of supervisors, the legal opinions of law firms and the opinions of independent financial advisers. According to the progress of this incentive plan, the company still needs to perform the obligation of information disclosure in accordance with the relevant provisions of the management measures, disclosure guidelines and incentive plan.
5、 Concluding observations
In conclusion, our lawyers believe that as of the date of issuance of this legal opinion:
(I) the first grant of restricted shares of the company has gone through the necessary legal procedures, obtained the necessary approval and authorization, and complied with the relevant laws, regulations and normative documents such as the management measures and the relevant provisions of the incentive plan;
(II) the grant date, grant object, grant quantity and grant price of this restricted stock for the first time comply with the relevant provisions of the administrative measures and the incentive plan;
(III) neither the company nor the incentive object is allowed to implement equity incentive. The conditions for the first grant of restricted shares have been met. The first grant of restricted shares by the company to the incentive object complies with the administrative measures and other laws, regulations and normative documents as well as the relevant provisions of the incentive plan;
(IV) the adjustment of the first grant object and the number of grants by the board of directors belongs to the scope of authorization of the general meeting of shareholders to the board of directors, and complies with the management measures and other relevant laws, regulations and normative documents, as well as the incentive plan and the public
