Beijing Jindu law firm
About Beijing Beetech Inc(300667)
Implementation of restricted stock incentive plan in 2022
Legal opinion
To: Beijing Beetech Inc(300667)
Entrusted by Beijing Beetech Inc(300667) (hereinafter referred to as the company or Beijing Beetech Inc(300667) ), Beijing Jindu law firm (hereinafter referred to as Jindu or the office) has accepted 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 measures for the administration of equity incentive of listed companies (hereinafter referred to as the administrative measures) Shenzhen Stock Exchange GEM Listing Rules (revised in December 2020) (hereinafter referred to as the Listing Rules), Shenzhen Stock Exchange GEM listed companies' self regulatory guide No. 1 - business handling (hereinafter referred to as the self regulatory Guide) and other laws, administrative regulations, departmental rules and other normative documents, as well as Beijing Beetech Inc(300667) articles of Association (hereinafter referred to as the articles of association) This legal opinion is issued in accordance with the relevant provisions of Beijing Beetech Inc(300667) 2022 restricted stock incentive plan (Draft) (hereinafter referred to as the "incentive plan") on the matters related to the implementation of 2022 restricted stock incentive plan (hereinafter referred to as the equity incentive plan, the incentive plan or the incentive plan).
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 issuance date of this legal opinion, Jindu has strictly performed its 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 reliable It is complete, the concluding opinions issued are legal and accurate, and there are no false records, misleading statements or major omissions, and it shall bear corresponding legal liabilities.
In order to issue this legal opinion, Kindu consulted the documents related to the equity incentive plan provided by the company, including relevant records, materials and certificates, and checked the relevant facts and legal matters involved in the equity incentive plan.
The issuance of this legal opinion has been guaranteed by the company as follows:
1. The company has provided the original written materials, copies, copies, confirmation letters or certificates required by Kindu to issue this legal opinion.
2. The documents and materials provided by the company to Kindu are true, accurate, complete and effective without concealment, falsehood and major omissions. If the documents and materials are copies or copies, they shall be consistent with the original.
Kindu only expresses its opinions on the legal issues related to the company's equity incentive plan, and only expresses its legal opinions in accordance with the current laws and regulations within the people's Republic of China (hereinafter referred to as China, for the purpose of this legal opinion, excluding Hong Kong Special Administrative Region, Macao Special Administrative region and Taiwan), and does not express its legal opinions in accordance with any laws outside China. The rationality of the company's equity incentive plan, the non professional evaluation of the company's equity and other issues related to the company's legal standards are not correct. When quoting relevant financial data or conclusions in this legal opinion, Kindu has fulfilled the necessary duty of care, but such quoting shall not be deemed as any express or implied guarantee for the authenticity and accuracy of these data and conclusions. For the fact that it is very important to issue this legal opinion and cannot be supported by independent evidence, Kindu relies on the instructions or supporting documents issued by relevant government departments, Beijing Beetech Inc(300667) or other relevant units to issue legal opinions.
Jindu agrees that the company will take this legal opinion as one of the necessary documents for its implementation of this equity incentive plan, submit it to Shenzhen stock exchange together with other materials for announcement, and bear corresponding legal liabilities for the legal opinions issued.
This legal opinion is only used by the company for the purpose of implementing this equity incentive plan, and shall not be used for any other purpose. Jindu agrees that the company shall quote the relevant contents of this legal opinion in the relevant documents prepared by it for the implementation of this equity incentive plan, but the company shall not cause legal ambiguity or misinterpretation due to the above quotation. Jindu has the right to review and confirm the corresponding contents of the above relevant documents again.
In accordance with the requirements of the company law, the securities law and other relevant laws, administrative regulations, departmental rules and other normative documents, and in accordance with the recognized business standards, ethics and diligence spirit of the lawyer industry, Jindu hereby issues the following legal opinions:
1、 Conditions for the company to implement equity incentive
(I) Beijing Beetech Inc(300667) was established on January 13, 2005, and was approved by the reply on approving Beijing Beetech Inc(300667) initial public offering (zjxk [2017] No. 761) and Shenzhen Stock Exchange issued by China Securities Regulatory Commission (hereinafter referred to as CSRC) on May 19, 2017. Beijing Beetech Inc(300667) was listed on Shenzhen Stock Exchange on June 19, 2017, and the stock is referred to as " Beijing Beetech Inc(300667) ", Stock code " Beijing Beetech Inc(300667) ".
Beijing Beetech Inc(300667) currently holds the business license with the unified social credit code of 911101087715912089 issued by Beijing Haidian District market supervision and administration on June 8, 2021, and its domicile is Shangdi, Haidian District, Beijing
Room 710, Huizhong Building 2, No. 1, Qijie street, the legal representative is Dai Xiaoning, and the registered capital is 198786299 yuan, Business scope: "Production of resistance strain gauges, vibration sensors, temperature sensors, pressure transmitters, pressure sensors and data acquisition instruments; R & D and assembly of wireless sensor network products; technology development, technology promotion, technology transfer, technical consultation, technical services and technical training; computer system services; data processing; basic software services and Application software services; sales of electronic products, communication equipment, computers, software and auxiliary products Equipment; Import and export of goods, technology and agent import and export; Instrument maintenance; Leasing computer and communication equipment; Project investment. (market entities shall independently choose business projects and carry out business activities according to law; projects that must be approved according to law shall carry out business activities according to the approved contents after being approved by relevant departments; they shall not engage in business activities of projects prohibited and restricted by national and municipal industrial policies.) ".
(II) according to the audit report (xyzh / 2022bjaa80141) and internal control assurance report (xyzh / 2022bjaa80145) issued by ShineWing Certified Public Accountants (special general partnership) on April 25, 2022, the implementation announcement of the company's profit distribution plan after listing and its explanations and commitments, and through the lawyer of the firm, query the credit China website 1 As of the date of issuance of this legal opinion, Beijing Beetech Inc(300667) there are no following circumstances stipulated in Article 7 of the administrative measures that prohibit the implementation of the equity incentive plan:
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, the 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, Jindu believes that as of the date of issuance of this legal opinion, Beijing Beetech Inc(300667) is a joint stock limited company established and effectively existing in accordance with the law, there is no situation that the equity incentive plan shall not be implemented as stipulated in Article 7 of the administrative measures, and Beijing Beetech Inc(300667) meets the conditions for the implementation of the equity incentive plan. one https://www.creditchina.gov.cn./2 https://neris.c
2、 Main contents of this equity incentive plan
On May 23, 2022, Beijing Beetech Inc(300667) held the 11th meeting of the third board of directors, deliberated and adopted the proposal on the company's restricted stock incentive plan in 2022 (Draft) and its summary. The incentive plan is divided into 14 chapters, They are respectively "interpretation", "purpose and principle of the incentive plan", "management organization of the incentive plan", "basis and scope for determining incentive objects", "source, quantity and distribution of restricted shares", "validity period, grant date, attribution arrangement and lock up period of the incentive plan", "grant price and determination method of grant price of restricted shares" and "grant and attribution conditions of restricted shares" "Adjustment methods and procedures of restricted stock incentive plan", "accounting treatment of restricted stock", "implementation procedures of equity incentive plan", "respective rights and obligations of the company and incentive objects", "treatment of changes in the company / incentive objects" and "Supplementary Provisions".
According to the incentive plan, the main contents of this equity incentive plan are as follows:
(I) purpose of equity incentive
According to "Chapter II purpose and principle of this incentive plan" of the incentive plan, according to Beijing Beetech Inc(300667) 2019 Convertible bonds and cash payment: the agreement on issuing shares, convertible bonds and paying cash to purchase assets between Beijing Beetech Inc(300667) and all shareholders of Beijing Zhuoli Hanguang Instrument Co., Ltd. (hereinafter referred to as Zhuoli Hanguang) signed by Ding Liangcheng and other 40 shareholders of Beijing Zhuoli Hanguang Instrument Co., Ltd. (hereinafter referred to as Zhuoli Hanguang) to purchase 100% equity of Zhuoli Hanguang and raise supporting funds (hereinafter referred to as Beijing Beetech Inc(300667) 2019 major asset restructuring) (hereinafter referred to as the "asset purchase agreement") and its supplementary agreement stipulate that equity incentive arrangements have been set up for the on-the-job outstanding employees of Zhuo lihanguang and its subsidiaries. After the expiration of the performance commitment period, the company will provide equity incentive to the on-the-job management team and core backbone employees of Zhuo lihanguang on the premise of meeting relevant laws, regulations and regulatory rules.
This equity incentive is to complete the provisions of the asset purchase agreement and its supplementary agreement for Beijing Beetech Inc(300667) 2019 major asset restructuring, and effectively motivate Zhuo Li Hanguang's management team and core personnel. Therefore, on the premise of fully protecting the interests of shareholders, the company, in accordance with the principle of equal income and contribution, in accordance with the company law, securities law, management measures, listing rules, self regulatory guidelines and other relevant laws Formulate this incentive plan in accordance with the provisions of laws and regulations, normative documents and the articles of association.
Based on the above, Kindu believes that the incentive plan has defined the purpose of equity incentive and is in line with the provisions of item (I) of Article 9 of the administrative measures.
(II) determination basis and scope of incentive objects
1. Determination basis of incentive object
(1) Legal basis for determining incentive objects
According to "(I) legal basis for determining incentive objects" in "Chapter IV basis and scope for determining incentive objects" of the incentive plan "(I) legal basis for determining incentive objects), the incentive objects of this incentive plan are in accordance with the company law, securities law, administrative measures, listing rules, self regulatory guide and other relevant laws, administrative regulations, normative documents and the articles of association, Determined in combination with the actual situation of the company. (2) Job basis for determining incentive objects
According to "I. basis for determining incentive objects" and "(II) basis for determining incentive objects" in "Chapter IV basis and scope of determining incentive objects" of the incentive plan, the incentive objects of this incentive plan are senior managers of the company, management personnel of Zhuo Li Han Guang (including subordinate holding subsidiaries) and core technical (business) backbone employees, excluding the current independent directors and supervisors of the company. For those who meet the scope of incentive objects of this incentive plan, the salary and assessment committee of the board of directors of the company shall draw up a list, which shall be verified and determined by the board of supervisors of the company. 2. Scope of incentive objects
According to "II. Scope of incentive objects" of "Chapter IV basis and scope for determining incentive objects" in the incentive plan and the list of incentive objects provided by the company and their identity documents, labor contracts, social insurance and housing provident fund payment records and other documents, and verified by our lawyers, there are 100 incentive objects involved in this incentive plan, Including the company's senior management personnel, the management personnel of Zhuo lihanguang (including its subordinate holding subsidiaries) and the core technology (business) backbone employees. All the above incentive objects must work in the company or Zhuo lihanguang and its subsidiaries and sign labor contracts or employment contracts when the company grants restricted shares and the assessment period specified in the incentive plan.
The incentive objects participating in this incentive plan do not include the current independent directors and supervisors of the company. Ding Yue, the former shareholder of Zhuo lihanguang and the current senior manager of the company, is the incentive object of this incentive plan. Because this equity incentive is to complete the agreement on the asset purchase agreement and its supplementary agreement for Beijing Beetech Inc(300667) 2019 major asset restructuring, and Ding Yue has made great contributions to the rapid development of the company. Therefore, it is necessary and reasonable to take Ding Yue as the incentive object in this incentive plan, which is in line with the actual situation and development needs of the company and the provisions of relevant laws and regulations such as the listing rules. The incentive object of this incentive plan also includes xutengxiang, an employee in Taiwan, China, who is the original shareholder of Zhuoli Hanguang and plays an important role in the company's operation and management, technology research and development, business expansion, etc. The company will
