Hunan Qiyuan law firm
About Talkweb Information System Co.Ltd(002261) 2022 stock option and restricted stock incentive plan (Draft)
of
Legal opinion
Hunan Qiyuan law firm
About Talkweb Information System Co.Ltd(002261)
Of stock option and restricted stock incentive plan (Draft) in 2022
Legal opinion
To: Talkweb Information System Co.Ltd(002261)
Hunan Qiyuan law firm (hereinafter referred to as "the firm") accepts the entrustment of Talkweb Information System Co.Ltd(002261) (hereinafter referred to as "the company") to provide legal services for the company's stock option and restricted stock incentive plan project (hereinafter referred to as "the incentive plan", "the incentive plan" or "the plan").
According to 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"), and the administrative measures for equity incentive of listed companies (revised in 2018) (hereinafter referred to as the "administrative measures") of the China Securities Regulatory Commission (hereinafter referred to as the "CSRC") Shenzhen Stock Exchange (hereinafter referred to as "Shenzhen Stock Exchange") has verified and verified the relevant facts involved in this incentive plan in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, and issued this legal opinion in accordance with the relevant provisions of the self regulatory guide No. 1 - business handling of listed companies of Shenzhen Stock Exchange (hereinafter referred to as "regulatory guide").
In order to issue this legal opinion, our lawyer hereby makes the following statement:
(I) the lawyers of the firm express legal opinions in accordance with Chinese laws, regulations, local government and departmental rules, normative documents, relevant provisions of CSRC and Shenzhen Stock Exchange, as well as the facts that have occurred or exist before the issuance date of this legal opinion.
(II) our lawyers have strictly performed their statutory duties, followed the principles of diligence and good faith, and fully verified the legality, compliance, authenticity and effectiveness of the company's behavior and this incentive plan, so as to ensure that there are no false records, misleading statements and major omissions in this legal opinion.
(III) the exchange agrees to take this legal opinion as one of the necessary documents of the company's incentive plan, report or publicly disclose it together with other application materials, and bear corresponding legal liabilities for the legal opinion issued in accordance with the law.
(IV) the legal opinion issued by our lawyers is based on the company's assurance to our lawyers that the company and its actual controllers, directors, supervisors, other senior managers and relevant natural persons have provided us with authentic, complete and effective original written materials, copies or oral testimony deemed necessary by our lawyers to issue legal opinions, and there is no concealment, falsehood or major omission, The signatures and / or seals on all materials are true and valid.
(V) when issuing legal opinions, our lawyers have fulfilled the special duty of care of legal professionals for legal professional matters and the general duty of care of ordinary people for non legal professional matters such as accounting, evaluation and credit rating.
(VI) for the fact that the legal opinion issued by our lawyers is very important and cannot be supported by independent evidence, our lawyers issue opinions according to the certificates issued by the company, relevant government departments and other relevant institutions, organizations or individuals. After performing the general duty of care, our lawyers directly take the evidential materials obtained from independent third-party institutions such as state organs, organizations with the function of managing public affairs, accounting firms, asset evaluation institutions, credit rating agencies and notary institutions as the basis for issuing legal opinions. The reference of our lawyers in legal opinions to professional documents such as capital verification report, audit report, audited financial report, audit or assurance report, asset evaluation report, credit rating report and some data and / or conclusions in legal opinions issued by lawyers outside China does not mean the authenticity, accuracy and Make any express or implied guarantee of integrity and / or bear joint and several liabilities.
(VII) the exchange has not authorized any unit or individual to make any explanation or explanation on this legal opinion.
(VIII) this legal opinion is only for the purpose of the company's implementation of this incentive plan, and shall not be used for any other purpose without the written consent of the exchange.
1、 The company is qualified to implement the incentive plan
(I) the company is a listed company legally established and existing
1. On May 30, 2001, the company was approved by the Hunan Provincial Local Finance and securities leading group office with the reply on Approving the change of Hunan Talkweb Information System Co.Ltd(002261) System Co., Ltd. into Hunan Talkweb Information System Co.Ltd(002261) System Co., Ltd. (xjzzz [2001] No. 035), and based on the overall change of Hunan Talkweb Information System Co.Ltd(002261) System Co., Ltd., the natural persons Li Xinyu, Song Ying, Zhang Zhongge, fan Jinpeng Yao WuChao and Shanghai Xiquan Investment Co., Ltd. were co sponsors to establish a joint stock limited company, which was approved and registered by Hunan Administration for Industry and Commerce on May 31, 2001.
2. According to the approval of "zjxk [2008] No. 859 document" issued by China Securities Regulatory Commission, Talkweb Information System Co.Ltd(002261) publicly issued 20 million ordinary shares on July 14, 2008 and listed on Shenzhen Stock Exchange. The stock is abbreviated as Talkweb Information System Co.Ltd(002261) , and the stock code is Talkweb Information System Co.Ltd(002261) .
3. The issuer now holds the business license with the unified social credit code of 9143 Shenzhen Agricultural Products Group Co.Ltd(000061) 68008586 issued by Hunan market supervision and Administration Bureau. Its domicile is No. 298, tongzipo West Road, Yuelu District, Changsha City. Its legal representative is Li Xinyu. Its registered capital is 1248017674 yuan, its paid in capital is 1248017674 yuan, and its enterprise type is joint stock limited company (listed, natural person investment or holding).
According to the verification of the lawyers of the firm, the company is a joint stock limited company established and legally existing according to law, and there is no situation requiring termination as stipulated in laws, regulations, normative documents or the articles of association.
(II) the company is not allowed to implement the equity incentive plan
According to the standard unqualified audit report "ztsz (2022) No. 110a013958" and "ztzz (2022) No. 110a008713" internal control assurance report issued by Zhitong Certified Public Accountants (special general partnership), and through the inquiry of our lawyers on the websites of China Securities Regulatory Commission, Shenzhen Stock Exchange and cninfo, The company does not have the following circumstances under which the equity incentive plan 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.
To sum up, our lawyers believe that the company is a listed company established and legally existing according to law, and there is no situation that the equity incentive plan shall not be implemented as stipulated in Article 7 of the administrative measures, so it has the subject qualification to implement the incentive plan.
2、 Legality and compliance of this incentive plan
(I) main contents of this incentive plan
The Talkweb Information System Co.Ltd(002261) 2022 stock option and restricted stock incentive plan (Draft) (hereinafter referred to as the "incentive plan (Draft)") is composed of "the purpose and principle of the incentive plan", "the management organization of the incentive plan", "the basis and scope for determining the incentive object", "the specific contents of the equity incentive plan", "the implementation procedures of the stock option and restricted stock incentive plan" and "the respective rights and obligations of the company / incentive object" "Handling of changes in the company / incentive object" and "Supplementary Provisions".
The company plans to implement equity incentive in the form of stock option and restricted stock. The contents of stock option incentive plan mainly include: "stock source of stock option", "number of shares subject to stock option incentive plan", "distribution of stock option incentive plan", "validity period, grant date, waiting period, vesting date and lock up period of stock option incentive plan", "exercise price and determination method of exercise price of stock option", "conditions for incentive objects to be granted rights and interests and exercise rights" "Adjustment methods and procedures of stock option incentive plan", "accounting treatment of stock option"; The contents of the restricted stock incentive plan mainly include: "the stock source of the incentive plan", "the number of subject stocks of the incentive plan", "the distribution of restricted stocks granted to the incentive object", "the validity period, grant date, restriction period, release of restriction arrangement and lock up period of the restricted stock incentive plan", "the grant price and determination method of the grant price of restricted stocks", "the grant and release conditions of restricted stocks" "Adjustment methods and procedures of restricted stock incentive plan", "accounting treatment of restricted stock" and "principles of repurchase and cancellation".
After reviewing the above provisions of the incentive plan (Draft), our lawyers believe that the company's incentive plan has made clear provisions or explanations on the contents that must be specified and explained in the incentive plan as required by Article 9 of the management measures, which is in line with the relevant provisions of Article 9 of the management measures.
(II) determination basis and scope of incentive objects in this incentive plan
1. The incentive object of this incentive plan is determined in accordance with the company law, securities law, administrative measures and other relevant laws, regulations, normative documents and the relevant provisions of the articles of association, and in combination with the actual situation of the company. The incentive objects of this incentive plan are the directors, middle and senior managers and core technology (business) backbone of the company (including branches and 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).
2. The incentive objects determined in the incentive plan (Draft) include 193 directors, senior managers, middle managers and core technical (business) backbones of the company. All incentive objects must have employment or labor relations with the company when the company grants rights and interests. Directors and senior managers must be elected by the general meeting of shareholders or appointed by the board of directors of the company.
According to the incentive plan (Draft), the documents provided by the company and the verification of our lawyers, the incentive objects do not have the following circumstances:
(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 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 the incentive plan defines the basis and scope of incentive objects, which is in line with the provisions of item (2) of Article 9 of the management measures; The scope of incentive objects of this incentive plan complies with the relevant provisions of Article 8 of the administrative measures.
In conclusion, our lawyers believe that the content of the company's incentive plan (Draft) complies with the provisions of relevant laws, regulations and normative documents such as the company law, the securities law, the administrative measures, the regulatory guide and the articles of association, and is legal and compliant.
3、 The incentive plan has performed and the legal procedures to be performed
(I) legal procedures that have been performed in this incentive plan
After the lawyers of the firm reviewed the meeting documents of the remuneration and assessment committee of the eighth board of directors and the meeting materials of the second meeting of the eighth board of directors and the second meeting of the eighth board of supervisors provided by the company, as of the date of issuance of this legal opinion, the company has performed the following procedures on this incentive plan:
1. The remuneration and assessment committee of the 8th board of directors of the company formulated the incentive plan (Draft) and the administrative measures for the assessment of the implementation of stock option and restricted stock incentive plan in Talkweb Information System Co.Ltd(002261) 2022, which were submitted to the board of directors of the company for deliberation, in line with the provisions of Article 33 of the administrative measures.
2. On May 22, 2022, The board of directors of the company held the second meeting of the eighth board of directors and deliberated and adopted the proposal on the company's stock option and restricted stock incentive plan in 2022 (Draft) and its summary, and the proposal on the company's assessment and management measures for the implementation of stock term and restricted stock incentive plan in 2022 The proposal on requesting the general meeting of shareholders of the company to authorize the board of directors to handle matters related to the 2022 stock option and restricted stock incentive plan and other relevant proposals comply with the provisions of Article 34 of the administrative measures.
3. On May 22, 2022, The board of supervisors of the company held the second meeting of the eighth board of supervisors and deliberated and adopted the proposal on the company's 2022 stock option and restricted stock incentive plan (Draft) and its summary, the proposal on the company's assessment and management measures for the implementation of 2022 stock option and restricted stock incentive plan, and the proposal on verifying the list of some incentive objects granted for the first time by 2022 stock option and restricted stock incentive plan, Comply with the provisions of Article 35 of the administrative measures.
4. On May 22, 2022, the independent director of the company expressed his independent opinion that "the implementation of equity incentive plan can further improve the corporate governance structure of the company, promote the company to establish and improve the distribution mechanism combining incentive and restraint, fully mobilize the work enthusiasm of managers and employees, promote the steady and rapid improvement of the company's business performance, and is conducive to the sustainable development of the company", Comply with the provisions of Article 35 of the administrative measures. (II) legal procedures to be performed in this incentive plan
According to the relevant provisions of the management measures, Talkweb Information System Co.Ltd(002261) to implement the incentive plan, the following procedures need to be performed:
1. Before the general meeting of shareholders is held, the names and positions of incentive objects shall be publicized within the company through the company's website or other channels, and the publicity period shall not be less than 10 days. The board of supervisors shall review the list of equity incentives and fully listen to the publicity intention
