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Beijing Jingtian Gongcheng law firm
Legal opinion on Zhongyan Technology Co.Ltd(003001) reserved partial grant of restricted stock incentive plan in 2021
To: Zhongyan Technology Co.Ltd(003001)
Beijing Jingtian Gongcheng law firm (hereinafter referred to as "the firm" or "we") is entrusted by Zhongyan Technology Co.Ltd(003001) (hereinafter referred to as " Zhongyan Technology Co.Ltd(003001) " or "the company") to act as a special legal adviser on matters related to the company's restricted stock incentive plan in 2021 (hereinafter referred to as "the incentive plan" or "the incentive plan"), And issue this legal opinion on matters related to the grant of the reserved part of the incentive plan (hereinafter referred to as "this grant").
In order to issue this legal opinion, our lawyers have reviewed the Zhongyan Technology Co.Ltd(003001) 2021 restricted stock incentive plan (Draft) (hereinafter referred to as the "incentive plan"), the measures for the administration of the implementation and assessment of Zhongyan Technology Co.Ltd(003001) 2021 restricted stock incentive plan, relevant meeting documents of the company, opinions of independent directors The company's written confirmation or commitment and other documents that the lawyers of the firm think need to be reviewed, and checked and verified the relevant facts and materials by querying the public information of government departments. In order to issue this legal opinion, our lawyers have checked and verified the documents and facts related to the incentive plan in accordance with the provisions of relevant laws, administrative regulations, normative documents and the requirements of our business rules and in the principle of prudence and importance.
With regard to this legal opinion, our lawyer makes the following statement:
1. In the course of work, our lawyers have been guaranteed by Zhongyan Technology Co.Ltd(003001) , that is, the company has testified to our law firm that the documents and materials provided are true, complete and effective, and there are no concealment, falsehood and major omissions.
2. According to the facts that have occurred or existed before the date of issuance of this legal opinion, the company law of the people's Republic of China (hereinafter referred to as the "company law") and the securities law of the people's Republic of China (hereinafter referred to as the "Securities Law") China Securities Regulatory Commission (hereinafter referred to as "CSRC"), the measures for the administration of equity incentive of listed companies (hereinafter referred to as "the measures"), the stock listing rules of Shenzhen Stock Exchange (hereinafter referred to as "the Listing Rules") promulgated by Shenzhen Stock Exchange and other current national laws and regulations Express legal opinions on relevant provisions of normative documents.
3. For the fact that this legal opinion is very important and cannot be supported by independent evidence, our lawyers rely on the supporting documents issued by relevant government departments, Zhongyan Technology Co.Ltd(003001) or other relevant units and the publicly available information of the competent department as the basis for making this legal opinion.
4. In accordance with the provisions of the securities law, the measures for the administration of law firms engaging in securities legal business, 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 legal duties, followed the principles of diligence, good faith and full 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.
5. This legal opinion only expresses legal opinions on legal issues in China related to this incentive plan, and only expresses legal opinions in accordance with the current Chinese laws. The exchange will not express opinions on professional matters and reports other than accounting, audit, asset evaluation, financial analysis, investment decision-making, business development and other laws. The quotation of some data and conclusions in the relevant financial statements, audit reports or business reports in this legal opinion does not mean that the exchange makes any express or implied guarantee for the authenticity, accuracy and completeness of these data and conclusions. The firm and its lawyers are not qualified to verify and evaluate such data, reports and conclusions.
6. Our lawyer agrees to take this legal opinion as a necessary legal document for Zhongyan Technology Co.Ltd(003001) incentive plan. 7. This legal opinion is only for the purpose of Zhongyan Technology Co.Ltd(003001) incentive plan and shall not be used for any other purpose.
In accordance with the company law, the securities law, the administrative measures, the listing rules and other laws, regulations, normative documents and the Zhongyan Technology Co.Ltd(003001) articles of Association (hereinafter referred to as the "articles of association"), the exchange issues the following legal opinions:
1、 Approval and authorization of this grant
(I) approval and authorization of restricted stock incentive plan in 2021
On January 19, 2021, The 21st Meeting of the second board of directors of the company deliberated and approved the proposal on the company's restricted stock incentive plan in 2021 (Draft) and its summary, the proposal on the measures for the implementation and assessment of the company's restricted stock incentive plan in 2021, and the proposal on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive. On the same day, the independent directors of the company issued the independent opinions of Zhongyan Technology Co.Ltd(003001) independent directors on matters related to the 21st Meeting of the second board of directors.
On January 19, 2021, The 10th meeting of the second session of the board of supervisors of the company deliberated and adopted the proposal on the company's restricted stock incentive plan (Draft) in 2021 and its summary, the proposal on the company's assessment management measures for the implementation of the restricted stock incentive plan in 2020, and the proposal on verifying the company's list of incentive objects first granted by the restricted stock incentive plan in 2021 And other relevant proposals.
On January 21, 2021, the company disclosed the list of incentive objects first granted by Zhongyan Technology Co.Ltd(003001) 2021 restricted stock incentive plan on cninfo.com and other media, and publicized the list of incentive objects and positions to be granted for the first time on the company's bulletin board from January 27, 2021 to February 7, 2021. On February 8, 2021, the board of supervisors of the company issued the statement and verification opinions of the board of supervisors on the publicity of the list of incentive objects of the restricted stock incentive plan in 2021.
On February 22, 2021, The company held the first extraordinary general meeting of shareholders in 2021, deliberated and approved the proposal on the company's restricted stock incentive plan in 2021 (Draft) and its summary, the proposal on the company's measures for the assessment of the implementation of the restricted stock incentive plan in 2021, and the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive, Agree to the restricted stock incentive plan, authorize the board of directors to determine the grant date of the incentive plan and handle all matters necessary for the grant, and authorize the board of directors to manage and adjust the incentive plan.
On March 3, 2021, the 22nd Meeting of the second board of directors of the company deliberated and approved the proposal on adjusting matters related to the incentive plan of restricted shares in 2021 and the proposal on granting restricted shares to incentive objects for the first time. Whereas, among the incentive objects to be granted for the first time by the company's restricted stock incentive plan in 2021, four incentive objects voluntarily give up all or part of the restricted shares to be granted by the company for personal reasons, totaling 50000 shares. According to the authorization of the first extraordinary general meeting of shareholders in 2021, the board of directors of the company adjusted the list and number of incentive objects granted for the first time in this incentive plan. After the adjustment, the number of incentive objects granted for the first time in the incentive plan is adjusted from 63 to 59, and the total number of restricted shares granted in the incentive plan
1.51 million shares remain unchanged. The board of directors agreed to grant 1.51 million restricted shares to 59 incentive objects with March 3, 2021 as the first grant date and the grant price of 14.88 yuan / share. On the same day, the independent directors of the company expressed their independent opinions on the above proposal.
On March 3, 2021, the 11th meeting of the second board of supervisors of the company considered and approved the proposal on adjusting the incentive plan for restricted stocks in 2021 and the proposal on granting restricted stocks to incentive objects for the first time. On March 4, 2021, the board of supervisors of the company announced the verification opinions of Zhongyan Technology Co.Ltd(003001) board of supervisors on the list of incentive objects first granted under the restricted stock incentive plan in 2021.
(II) approval and authorization of this grant
On January 14, 2022, the company held the 31st meeting of the second board of directors, deliberated and adopted the proposal on adjusting the number of reserved restricted shares in the 2021 restricted stock incentive plan and granting reserved restricted shares to incentive objects. In view of the approval of the company's 2020 annual general meeting of shareholders to convert the capital reserve into share capital, the board of directors of the company agreed to adjust the number of restricted shares reserved for grant according to the implementation of the above profit distribution plan, and agreed to grant 388893 restricted shares to 10 incentive objects on January 14, 2022. The independent directors have expressed their independent opinions on matters related to the equity incentive plan. On January 14, 2022, the company held the 19th meeting of the second board of supervisors, deliberated and adopted the proposal on adjusting the number of reserved restricted shares in the 2021 restricted stock incentive plan and granting reserved restricted shares to incentive objects. The board of supervisors agreed to adjust the number of granted rights and interests, and agreed that 10 incentive objects were granted restricted shares in accordance with the relevant provisions of the incentive plan.
In conclusion, our lawyers believe that as of the date of issuance of this legal opinion, the company has performed the necessary approval and authorization for the grant of this incentive plan at this stage, which is in line with the relevant provisions of the management measures, the articles of association and the incentive plan. 2、 Adjustment of the number of restricted shares reserved in the incentive plan
According to the provisions of the incentive plan, if the company has matters such as conversion of capital reserve into share capital, distribution of stock dividends, share splitting, share allotment, share reduction, etc. from the date of announcement of the incentive plan to the date when the incentive object completes the registration of restricted shares, the number of restricted shares shall be adjusted accordingly.
According to the resolution of the company's first extraordinary general meeting in 2021, the general meeting of shareholders of the company authorizes the board of directors to adjust the grant price or repurchase price of restricted shares in accordance with the methods specified in the restricted stock incentive plan when the company has matters such as capital reserve converted into share capital, distribution of stock dividends, stock subdivision or reduction, allotment and dividend distribution.
According to the proposal on adjusting the number of reserved restricted shares in the restricted stock incentive plan in 2021 and granting reserved restricted shares to incentive objects deliberated and adopted at the 31st meeting of the second board of directors of the company, in view of the fact that the profit distribution and capital reserve to share capital scheme of the company in 2020 have been implemented, The board of directors of the company adjusted the number of reserved restricted shares granted according to the authorization of the first extraordinary general meeting of shareholders in 2021. After adjustment, the number of reserved restricted shares was adjusted from 300000 shares to 388893 shares.
Our lawyers believe that the company's adjustment of the number of restricted shares reserved in the incentive plan complies with the relevant provisions of the management measures and the incentive plan. 3、 Basic information of this grant
(I) grant date
According to the incentive plan, the grant date must be the trading day. The reserved granting date of some restricted shares shall be confirmed by the board of directors of the company within 12 months after being deliberated and approved by the general meeting of shareholders. The company shall not grant restricted shares within the following periods: (I) if the announcement date of the company's periodic report is delayed for special reasons within 30 days before the announcement of the company's periodic report, it shall be calculated from 30 days before the original scheduled announcement date to the day before the announcement; (II) within ten days before the announcement of the company's performance forecast and performance express; (III) 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 two trading days after disclosure according to law; (IV) other periods prescribed by the CSRC and the stock exchange.
According to the resolution of the company's first extraordinary general meeting in 2021, the general meeting of shareholders of the company authorizes the board of directors to determine the grant date of restricted shares. On January 14, 2022, the 31st meeting of the second board of directors of the company deliberated and approved the proposal on adjusting the number of reserved restricted shares in the 2021 restricted stock incentive plan and granting reserved restricted shares to incentive objects. The board of directors of the company agreed to determine the grant date of reserved restricted shares as January 14, 2022. On the same day, the independent directors of the company expressed their independent opinions on the above matters and considered that the grant date was in line with the relevant provisions on the grant date in the management measures and incentive plan.
According to the information and instructions provided by the company, the granting date of the reserved part determined by the company is January 14, 2022, which has been confirmed by the board of directors within 12 months after the shareholders' meeting deliberates and approves the equity incentive plan. According to the confirmation of the company and the appropriate verification by the lawyers of the exchange, this grant does not exist in the case of granting restricted shares to the incentive object during the period of prohibition of grant.
In conclusion, our lawyers believe that the grant date of this grant complies with the relevant provisions of the administrative measures and the incentive plan on the grant date.
(II) grant object
According to the resolution of the 31st meeting of the second board of directors, the company granted 388893 reserved restricted shares to 10 incentive objects this time. On the same day, the independent directors expressed their independent opinions on the proposal and believed that the incentive objects reserved for the grant of rights and interests of some restricted shares met the incentive object conditions specified in the administrative measures and other relevant laws, regulations and normative documents, met the incentive object scope specified in the incentive plan, and there was no situation that they should not be incentive objects specified in the administrative measures, Its subject qualification as the incentive object of some restricted shares reserved in the company's incentive plan is legal and effective.
According to the 19th meeting of the second board of supervisors, the board of supervisors considered that the incentive objects granted this time
