Guohao law firm (Hangzhou)
About
Shentong Technology Group Co.Ltd(605228)
On the granting of restricted stock incentive plan in 2021
Legal opinion
Address: Guohao lawyer building, No. 2 and No. 15, Baita Park, laofuxing Road, Shangcheng District, Hangzhou zip code: 310008
Grandall building, No.2 & No.15, block B, Baita Park, old Fuxing Road, Hangzhou, Zhejiang 310008, China Tel / Tel: (+ 86) (571) 8577 5888 fax / Fax: (+ 86) (571) 8577 5643
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January 2002
About Shentong Technology Group Co.Ltd(605228)
On the granting of restricted stock incentive plan in 2021
Legal opinion
To: Shentong Technology Group Co.Ltd(605228)
According to the legal service entrustment agreement signed between Shentong Technology Group Co.Ltd(605228) (hereinafter referred to as ” Shentong Technology Group Co.Ltd(605228) ” and “the company”) and Guohao law firm (Hangzhou) (hereinafter referred to as “the firm”), the firm accepts the entrustment of Shentong Technology Group Co.Ltd(605228) , in the capacity of special legal counsel, in accordance with the company law of the people’s Republic of China (hereinafter referred to as “the company law”) The provisions of the securities law of the people’s Republic of China (hereinafter referred to as the Securities Law), the measures for the administration of equity incentive of listed companies (hereinafter referred to as the administrative measures) and other relevant laws, administrative regulations and normative documents, This legal opinion is issued on matters related to Shentong Technology Group Co.Ltd(605228) granting restricted shares to incentive objects for the first time according to its 2021 restricted stock incentive plan (hereinafter referred to as “this incentive plan”).
Part I Introduction
This legal opinion is based on the facts that have occurred or existed before the date of issuance of this legal opinion and the current effective laws, administrative regulations and normative documents of China, and does not provide opinions on non legal matters. Before issuing this legal opinion, Shentong Technology Group Co.Ltd(605228) has promised our lawyers that the information provided to our lawyers is true, complete, accurate and effective, and all facts and documents sufficient to affect this legal opinion have been disclosed to us without any concealment or omission.
There are no false, seriously misleading statements and major omissions in this legal opinion, otherwise, the exchange is willing to bear corresponding legal liabilities according to law.
This legal opinion only gives opinions on the legality and compliance of legal matters related to Shentong Technology Group Co.Ltd(605228) granting restricted shares to incentive objects for the first time according to this incentive plan (hereinafter referred to as “grant matters”), and does not give opinions on other non legal matters.
This legal opinion is limited to Shentong Technology Group Co.Ltd(605228) the purpose of granting restricted shares to incentive objects, and shall not be used for any other purpose without the prior written permission of the exchange.
The exchange agrees to take this legal opinion as one of the necessary legal documents for Shentong Technology Group Co.Ltd(605228) granting restricted shares to incentive objects, report and publicly disclose it together with other application materials, and bear the responsibility for the legal opinion issued according to law.
The lawyers of the firm have conducted reasonable, necessary and possible verification, verification and Discussion on the information, documents and relevant facts provided or disclosed by Shentong Technology Group Co.Ltd(605228) and the legal issues involved in accordance with the recognized business standards, ethics and the spirit of diligence in the lawyer industry, and have issued this legal opinion.
The second part is the main body
1、 Approval and authorization of matters related to this incentive plan
1. December 24, 2021, Shentong Technology Group Co.Ltd(605228) the third meeting of the second board of directors deliberated and adopted the proposal on the company’s 2021 restricted stock incentive plan (Draft) and its summary, and the proposal on the company’s measures for the implementation and assessment of 2021 restricted stock incentive plan Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company’s restricted stock incentive plan in 2021, etc. Related directors abstained from voting on relevant proposals. The independent directors expressed their independent opinions on the matters related to the incentive plan considered by the board of directors.
2. On December 24, 2021, Shentong Technology Group Co.Ltd(605228) the third meeting of the second session of the board of supervisors deliberated and adopted the proposal on the company’s restricted stock incentive plan in 2021 (Draft) and its summary, the proposal on the company’s assessment and management measures for the implementation of the restricted stock incentive plan in 2021, and the proposal on verifying the company’s list of incentive objects of the restricted stock incentive plan in 2021.
3. On January 10, 2022, Shentong Technology Group Co.Ltd(605228) the first extraordinary general meeting of shareholders in 2022 deliberated and adopted the proposal on the company’s restricted stock incentive plan in 2021 (Draft) and its summary, and the proposal on the company’s measures for the implementation and assessment of the restricted stock incentive plan in 2021 Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company’s restricted stock incentive plan in 2021.
4. On January 19, 2022, Shentong Technology Group Co.Ltd(605228) the sixth meeting of the second board of directors deliberated and approved the proposal on adjusting the incentive plan for restricted shares in 2021 and the proposal on granting restricted shares to incentive objects for the first time, which defined the grant date, incentive objects, grant quantity and other matters for the first time. The related directors withdrew when considering these proposals. The independent directors expressed their independent opinions on the list of incentive objects, the adjustment of the number of restricted stock grants, the determination of the grant date, the grant of restricted stock and other matters considered by the board of directors.
5. On January 19, 2022, the fifth meeting of the second board of supervisors of the company deliberated 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.
In conclusion, our lawyers believe that as of the issuance date of this legal opinion, Shentong Technology Group Co.Ltd(605228) the adjustment of the incentive plan and the first grant have obtained the necessary approval and authorization, which is in line with the administrative measures and other laws Administrative regulations, normative documents and relevant provisions of the Shentong Technology Group Co.Ltd(605228) 2021 restricted stock incentive plan (Draft) (hereinafter referred to as the incentive plan (Draft)).
2、 Main contents of the grant
(I) grant date
On January 19, 2022, Shentong Technology Group Co.Ltd(605228) the sixth meeting of the second board of directors deliberated and adopted the proposal on the first grant of restricted shares to incentive objects, and determined January 19, 2022 as the first grant date of this incentive plan.
Upon verification by our lawyers, the first grant date of the incentive plan is the trading day within 60 days from the date when the Shentong Technology Group Co.Ltd(605228) shareholders’ meeting deliberates and adopts the incentive plan (Draft), and is not within the period specified in the incentive plan (Draft) during which restricted shares shall not be granted.
Our lawyers believe that the above-mentioned grant date determined by the Shentong Technology Group Co.Ltd(605228) board of directors complies with the relevant provisions on the grant date in the management measures and incentive plan (Draft), which is legal and effective.
(II) grant object and number
According to the proposal on adjusting matters related to the 2021 restricted stock incentive plan and the proposal on granting restricted shares to incentive objects for the first time, the incentive objects granted for the first time by Shentong Technology Group Co.Ltd(605228) were adjusted from 37 to 36, and the total amount of restricted shares granted remained unchanged at 5 million shares, Among them, the first grant part was adjusted from 4.65 million shares to 4.55 million shares, and the reserved grant part was adjusted from 350000 shares to 450000 shares. According to the verification of the lawyers of the firm, the above granted objects are within the scope of incentive objects specified in the incentive plan (Draft) and verified by the board of supervisors of the company.
Our lawyers believe that Shentong Technology Group Co.Ltd(605228) the adjustment of the first grant object and grant quantity of this incentive plan is in line with the relevant provisions of the administrative measures and other laws, administrative regulations and normative documents as well as the incentive plan (Draft).
(III) award conditions and achievements
1. After verification by our lawyers, as of the date of issuance of this legal opinion, Shentong Technology Group Co.Ltd(605228) has not occurred any of the following circumstances:
(1) An audit report with a negative opinion or unable to express an opinion on the financial and accounting report of the most recent fiscal year 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 36 months after listing;
(4) Equity incentive is not allowed according to laws and regulations;
(5) Other circumstances recognized by the CSRC.
2. After verification by the lawyers of the firm, as of the date of issuance of this legal opinion, the incentive object has not been under any of the following circumstances:
(1) Being identified as inappropriate by the stock exchange within the last 12 months;
(2) It has been identified as an inappropriate candidate by the CSRC and its dispatched offices within the last 12 months;
(3) Being administratively punished by the CSRC and its dispatched offices or taking market entry prohibition measures for major violations of laws and regulations within 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 equity incentive of listed companies according to laws and regulations;
(6) Other circumstances recognized by the CSRC.
3. On January 19, 2022, Shentong Technology Group Co.Ltd(605228) the board of supervisors issued a verification opinion that the conditions for the first grant of the incentive plan have been met, and agreed to grant restricted shares to the incentive object. On the same day, the independent directors of Shentong Technology Group Co.Ltd(605228) expressed their independent opinions that neither Shentong Technology Group Co.Ltd(605228) nor the incentive object should be granted restricted shares, and the conditions for the incentive object to be granted restricted shares have been met.
In conclusion, our lawyers believe that Shentong Technology Group Co.Ltd(605228) the conditions for granting restricted shares for the first time in the incentive plan have been met, and Shentong Technology Group Co.Ltd(605228) granting restricted shares to incentive objects complies with the relevant provisions of the administrative measures and other laws, administrative regulations and normative documents and the incentive plan (Draft).
3、 Concluding observations
In conclusion, our lawyers believe that:
As of the date of issuance of this legal opinion, Shentong Technology Group Co.Ltd(605228) the adjustment of the incentive plan and the first grant have obtained the necessary approval and authorization; The determination of the first grant date, the adjustment and determination of the first grant object and the number of awards comply with the provisions of the administrative measures and other laws, administrative regulations and normative documents as well as the incentive plan (Draft); Shentong Technology Group Co.Ltd(605228) the conditions for the first grant of restricted shares in this incentive plan have been met. The grant of restricted shares to incentive objects in Shentong Technology Group Co.Ltd(605228) complies with the relevant provisions of the administrative measures and other laws, administrative regulations, normative documents and the incentive plan (Draft). Shentong Technology Group Co.Ltd(605228) it is still necessary to perform the obligation of information disclosure in accordance with the requirements of laws, administrative regulations and normative documents such as the administrative measures.
——End of legal opinion——
Part III signature page
(there is no text on this page, which is the signature page of Guohao law firm’s legal opinion on the grant of Shentong Technology Group Co.Ltd(605228) 2021 restricted stock incentive plan)
This legal opinion is made in three originals without copies.
This legal opinion is issued on.
Handling lawyer of Guohao law firm (Hangzhou): Ni Jindan
Person in charge: Yan Huarong, Li Zeyu
