Shanghai jintiancheng law firm
On Kunshan Kersen Science & Technology Co.Ltd(603626) 2022 stock option and restricted stock incentive plan
Legal opinion
Address: 9, 11, 12 level of Shanghai Center Tower, Shanghai Center Tower, No. 501, Yingcheng Road, Pudong New Area, Shanghai: 021-20511000 Fax: 021-20511999
Postal Code: 200120
Shanghai jintiancheng law firm
About Kunshan Kersen Science & Technology Co.Ltd(603626)
Of stock option and restricted stock incentive plan in 2022
Legal opinion
01f20220314-1 to: Kunshan Kersen Science & Technology Co.Ltd(603626)
Shanghai jintiancheng law firm (hereinafter referred to as “jintiancheng” and “the firm”) is entrusted by Kunshan Kersen Science & Technology Co.Ltd(603626) (hereinafter referred to as ” Kunshan Kersen Science & Technology Co.Ltd(603626) ” or “the company”) to act as the special legal adviser of the company’s 2022 stock option and restricted stock incentive plan (hereinafter referred to as “the incentive plan”). In accordance with 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”), the measures for the administration of equity incentive of listed companies (hereinafter referred to as the “administrative measures”) and other relevant provisions, and in accordance with the business standards, ethics and diligence recognized by the lawyer industry, This legal opinion is issued after checking and verifying the relevant facts related to equity incentive. 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 the exchange to issue this legal opinion;
(2) If the documents and materials provided by the company to the exchange are true, accurate, complete and effective, without concealment, falsehood and major omissions, and the documents and materials are copies or copies, if they are consistent and consistent with the original, this legal opinion is issued.
The Institute hereby makes the following statement:
(1) This legal opinion is issued in accordance with applicable Chinese laws, regulations and normative documents based on the facts that have occurred or existed before the date of issuance of this legal opinion.
(2) Our firm and our lawyers’ understanding of the relevant facts involved in this legal opinion ultimately depends on the documents, materials and statements provided by the company to our firm and our lawyers, and the company has guaranteed its authenticity, completeness and accuracy to our firm and our lawyers.
(3) This legal opinion only expresses opinions on the legal issues related to this incentive plan, and does not express opinions on the rationality of the assessment standards and other aspects involved in this incentive plan, as well as accounting, finance and other non legal professional matters.
(4) We and our lawyers are convinced that there are no false records, misleading statements and major omissions in this legal opinion.
(5) We and our lawyers agree to take the legal opinion as the necessary legal document for the company to implement the incentive plan, disclose it together with other materials, and are willing to bear corresponding legal liabilities for this legal opinion.
(6) The firm and its lawyers agree that the company shall quote the relevant contents of this legal opinion in the relevant documents prepared for the implementation of this incentive plan, but the company shall not cause legal ambiguity or misinterpretation due to the above quotation. The company has the right to review and confirm the corresponding contents of the above relevant documents again.
(7) This legal opinion is only used by the company for the purpose of this incentive plan, and shall not be used for any other purpose without the written consent of the exchange and its lawyers.
(8) The company has carefully read this legal opinion and confirmed that the facts quoted or cited in this legal opinion are true, accurate and complete without any false or misleading statements or conclusions.
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1、 Conditions for the company to implement this incentive plan
(I) the company is legally established and validly existing
1. Basic information of the company
After verification by our lawyers, the company currently holds the business license issued by Suzhou administrative examination and approval Bureau on February 9, 2021. The basic information of the company is as follows:
Enterprise name Kunshan Kersen Science & Technology Co.Ltd(603626)
Unified social credit code 91320500565336601d
Address: No. 155, Xinxing South Road, Kunshan Development Zone
Legal representative: Xu Jingen
The registered capital is 49088546 yuan
Company type: joint stock limited company (listed, natural person investment or holding)
Research and development of surgical instruments; R & D, design, manufacturing and sales of class I medical devices and parts, electromechanical products and structural parts, precision metal structural parts and precision molds; Mechanical equipment leasing; Import and export of goods and technology. (except those permitted, restricted or prohibited by laws and administrative regulations in the above-mentioned business projects) (for projects that must be approved according to law, business activities can be carried out only with the approval of relevant departments) general projects: non residential real estate leasing; Plastic products manufacturing; Sales of plastic products (except for projects subject to approval according to law, carry out business activities independently according to law with business license)
Date of establishment: December 1, 2010
Long term business term
2. The company is a legally established and existing joint stock limited company
With the approval of zjxk [2016] No. 3211 document of China Securities Regulatory Commission, the company issued 52666700 ordinary shares to the public for the first time, and was listed and traded on Shanghai Stock Exchange on February 9, 2017. The securities are abbreviated as ” Kunshan Kersen Science & Technology Co.Ltd(603626) ” and the securities code is “603626”.
The lawyers of the firm log in to the national enterprise credit information publicity system（ http://www.gsxt.gov.cn./ ）After inquiry, the company’s registration status is continued. According to the current effective articles of association of Kunshan Kersen Science & Technology Co.Ltd(603626) company (hereinafter referred to as the “articles of association”) and the written confirmation of the company, the company does not need to be dissolved, terminated or revoked as a legal person.
In conclusion, our lawyers believe that the company is a joint stock limited company established and existing legally, and its shares are approved to be issued and listed on Shanghai Stock Exchange; There are no circumstances requiring termination stipulated by laws, administrative regulations, normative documents and the articles of association.
(II) the company is not allowed to implement equity incentive
According to the audit report of Kunshan Kersen Science & Technology Co.Ltd(603626) and the annual report of Kunshan Kersen Science & Technology Co.Ltd(603626) 2020 (shsbz (2021) No. 2171) issued by Shanghui Certified Public Accountants (special general partnership), the written confirmation of the company and the verification of our lawyers, as of the date of issuance of this legal opinion, the company does not have the situation that equity incentive shall not be implemented as specified 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, 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, our lawyers believe that the company is a joint stock limited company established and effectively existing according to law, and there is no situation that equity incentive is not allowed as stipulated in Article 7 of the management measures, and the company meets the conditions for implementing equity incentive.
2、 Contents of this incentive plan
According to the proposal on and its summary and the proposal on , which were deliberated and adopted at the 23rd Meeting of the third board of directors and the 18th meeting of the third board of supervisors of the company Proposals such as the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company’s 2022 stock option and restricted stock incentive plan. The incentive mode of this incentive plan is stock option and restricted stock.
According to the relevant provisions of the administrative measures, our lawyers have checked the contents of the Kunshan Kersen Science & Technology Co.Ltd(603626) 2022 stock option and restricted stock incentive plan (Draft) (hereinafter referred to as the “incentive plan (Draft)”), as follows:
(I) items specified in this incentive plan
After reviewing the incentive plan (Draft), the incentive plan includes the interpretation, the purpose and principle of the incentive plan, the management organization of the incentive plan, and the basis and scope for determining the incentive object, Specific contents of equity incentive plan (including in detail the source, quantity and distribution of stock options / restricted stocks, the validity period, grant date, waiting period, vesting date and lock up period of the stock option incentive plan, the validity period, grant date, restriction period, lifting of restriction arrangement and lock up period of the restricted stock incentive plan, the exercise price of stock options and the determination method of exercise price, and the grant price of restricted stocks Qualification and its determination method, conditions for the grant and exercise of stock options, conditions for the grant and release of restricted shares, adjustment methods and procedures of stock options / restricted stock incentive plan, accounting treatment of restricted shares, repurchase and cancellation procedures of restricted shares), implementation, grant, release of restriction on sales, change and termination procedures of this incentive plan, The rights and obligations of the company and the incentive object, the handling of changes between the company and the incentive object, supplementary provisions, etc.
Our lawyers believe that the items specified in the incentive plan comply with the provisions of Article 9 of the administrative measures. (II) specific contents of this incentive plan
According to the incentive plan (Draft), this incentive plan is a stock option and restricted stock incentive plan. The specific contents are as follows:
1. Purpose and principle of this incentive plan
According to the incentive plan (Draft), the objectives and principles of this incentive plan are:
“In order to further establish and improve the company’s operating mechanism, establish and improve the incentive and restraint mechanism for the company’s managers, core employees and technical backbone, advocate the concept of common and sustainable development of the company with the management and key employees, effectively mobilize the enthusiasm of the management team and key employees, attract and retain excellent talents, improve the company’s competitive position in the industry and improve the company’s core competitiveness The incentive plan is formulated in accordance with the company law, securities law, management measures and other relevant laws, administrative regulations, normative documents and the articles of association on the premise of fully protecting the interests of shareholders and the principle of equal income and contribution. ” “1. Abide by the company law, securities law, administrative measures, listing rules and other laws, regulations, normative documents and the articles of association.
2. Adhere to the principles of fairness, impartiality and openness, balance the interests of all incentive objects and improve the overall cohesion of the company.
3. Combine incentives and constraints, adhere to long-term incentives and promote the sustainable development of the company.
4. Safeguard shareholders’ rights and interests and bring more efficient and sustainable returns to shareholders. “
Our lawyers believe that the incentive plan defines the implementation purpose and complies with the provisions of item (I) of Article 9 of the management measures.
2. Determination basis and scope of incentive objects in this incentive plan
According to the incentive plan (Draft), a total of 869 incentive objects are involved in the incentive plan, including the middle-level managers and technical backbone of the company (including subsidiaries) that the board of directors deems necessary to be encouraged. The above incentive objects do not include the company’s independent directors, supervisors, shareholders or actual controllers who individually or jointly hold more than 5% of the company’s shares and their spouses, parents and children.
The incentive objects of this incentive plan do not have the following circumstances: (1) they have been identified as inappropriate candidates by the stock exchange in 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 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 equity incentive of listed companies according to laws and regulations; (6) Other circumstances recognized by the CSRC.
After the board of directors of the company deliberates and approves the incentive plan, the company will publicize the names and positions of incentive objects within the company through the company’s website or other channels for a period of not less than 10 days.
The board of supervisors of the company will review the list of incentive objects and fully listen to the public opinions. The company will disclose the explanation of the board of supervisors on the review and publicity of the list of incentive objects five days before the shareholders’ meeting considers the incentive plan. The list of incentive objects adjusted by the board of directors of the company shall also be verified by the board of supervisors of the company.
Our lawyers believe that the incentive plan has defined the basis and scope for determining the incentive object, which is in line with the provisions of Article 8 and item (II) of Article 9 of the management measures.
3. Rights and interests to be granted under the equity incentive plan
According to the incentive plan (Draft), the incentive plan intends to grant 10.8 million rights and interests to the incentive objects, and the subject stock involved is RMB A-share common stock, accounting for 1.94% of the total share capital of the company at the time of announcement of the incentive plan.
The company plans to grant no more than 9.5 million stock options to the incentive objects, and the subject stock involved is RMB A-share common stock, accounting for about 1.70% of the total share capital of the company on the announcement date of the draft plan. The company plans to grant no more than 1.3 million restricted shares to the incentive objects, and the subject stock involved is RMB A-share common stock, accounting for about 30% of the company’s total shares on the announcement date of the draft plan
