Shanghai jintiancheng law firm
About Bece Legend Group Co.Ltd(000803)
Of the second restricted stock incentive plan (Draft)
Legal opinion
Address: 9, 11, 12 floors of Shanghai Center Tower, 501 Yingcheng Road, Pudong New Area, Shanghai.
Tel: 021-20511000 Fax: 021-20511999
Postal Code: 200120
Shanghai jintiancheng law firm
About Bece Legend Group Co.Ltd(000803)
Of the second restricted stock incentive plan (Draft)
Legal opinion
To: Bece Legend Group Co.Ltd(000803)
Shanghai jintiancheng law firm (hereinafter referred to as "the firm") accepts the entrustment of Bece Legend Group Co.Ltd(000803) (hereinafter referred to as "the company" or " Bece Legend Group Co.Ltd(000803) ") to act as the special legal adviser on matters related to the company's phase II 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) issued by the China Securities Regulatory Commission (hereinafter referred to as the CSRC) and other relevant laws Issue legal opinions on relevant matters involved in this incentive plan in accordance with the provisions of laws and regulations and normative documents.
Statement
1、 In accordance with the company law, the securities law, the administrative measures and other relevant laws and regulations, as well as the facts that have occurred or exist before the date of issuance of this legal opinion, the office and its handling lawyers have strictly performed their 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 It is accurate and complete, and the concluding opinions issued are legal and accurate, without false records, misleading statements or major omissions, and shall bear corresponding legal liabilities.
2、 The exchange and the handling lawyers only express their opinions on the legal issues related to the incentive plan, but do not express their opinions on professional matters such as accounting, audit, asset evaluation and internal control; The reference in this legal opinion to some data and conclusions in relevant accounting reports, audit reports, asset evaluation reports and internal control reports does not mean that the exchange makes any express or implied guarantee for the authenticity and accuracy of these data and conclusions.
3、 In this legal opinion, we and the handling lawyer determine whether certain events are legal and effective based on the applicable laws, regulations, rules and normative documents when such events occur.
4、 The issuance of this legal opinion has been guaranteed by the company as follows:
(I) the company has provided the original written materials, copies, copies, confirmation letters or certificates required by the exchange to issue this legal opinion;
(II) the documents and materials provided by the company to the exchange 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. 5、 For the fact that this legal opinion is very important and cannot be supported by independent evidence, the office and the handling lawyer shall express legal opinions according to the supporting documents issued by relevant government departments, companies, incentive objects or other relevant units and individuals.
6、 The exchange agrees to take this legal opinion as a necessary legal document for the company to implement this incentive plan, announce it together with other materials, and is willing to bear corresponding legal liabilities.
7、 The exchange agrees that the company shall quote the contents of this legal opinion in part or in whole in the relevant documents prepared by the company for the implementation of this incentive plan, but the company shall not cause legal ambiguity or misinterpretation due to the quotation.
8、 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.
Based on the above, the office and the handling lawyer issue this legal opinion in accordance with the provisions of laws, regulations, rules and normative documents and in accordance with the recognized business standards, ethics and the spirit of diligence and responsibility in the lawyer industry.
Text
1、 Conditions for the company to implement equity incentive
(I) the company now holds the business license with the unified social credit code of 91511300209454038d issued by Nanchong market supervision and Administration Bureau, and the legal representative is Kuang Zhiwei; The registered capital is 240224361 yuan; The domicile is No. 4, floor 12, building 8, Renhe Spring Garden, No. 9, Section 1, Shehua South Road, Shunqing District, Nanchong City, Sichuan Province; The scope of business is permitted items: kitchen waste treatment; Municipal solid waste business services; Import and export of goods; Construction labor subcontracting; Various engineering construction activities; Labor dispatch services (for projects that must be approved according to law, business activities can be carried out only after being approved by relevant departments, and the specific business items shall be subject to the approval documents or licenses of relevant departments) general items: recycling of renewable resources (except productive waste metals); Renewable resources processing; Sales of renewable resources; Non edible vegetable oil processing; Sales of non edible vegetable oil; Research and development of resource recycling technology; Technical consultation on resource recycling services; Heating services; Cooling service; Heat production and supply; Contract energy management; Sales of electrical and mechanical equipment; Sales of thermal insulation materials; Sales of anti-corrosion materials; Sales of pipeline transportation equipment; Sales of new energy prime mover equipment; Labor services (excluding labor dispatch); Enterprise management consulting; Engineering management services; Software development; Development of artificial intelligence application software; Information technology consulting services; Intelligent control system integration; Research and development of efficient and energy-saving technology in power industry; Research and development of Internet of things technology; Research and development of distribution switch control equipment; Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion (except for projects that must be approved according to law, carry out business activities independently according to law with the business license); The date of establishment is March 21, 1988; The business term is from March 21, 1988 to long-term.
According to the verification of the lawyers of the firm, the company does not need to be terminated in accordance with laws, regulations, normative documents or the Bece Legend Group Co.Ltd(000803) articles of Association (hereinafter referred to as the articles of association). (II) with the approval of the reply on Sichuan Meiya silk (Group) Co., Ltd. applying for stock listing (Zheng Jian FA Zi [1997] No. 519) issued by the CSRC, Sichuan Meiya silk (Group) Co., Ltd. publicly issued 25 million ordinary shares. With the approval of Shenzhen Stock Exchange, the RMB common shares publicly issued by the company were listed on Shenzhen Stock Exchange on March 3, 1998, and the stock is referred to as "Meiya shares". In May 2004, after deliberation and approval by the general meeting of shareholders, the company's name was changed from "Sichuan Meiya silk (Group) Co., Ltd." to "Sichuan Jinyu Auto City (Group) Co., Ltd." and the stock abbreviation was changed from "Meiya Co., Ltd." to "Jinyu Auto City".
In July 2020, the company's name was changed from "Sichuan Jinyu Automobile City (Group) Co., Ltd." to " Bece Legend Group Co.Ltd(000803) ", and the stock abbreviation was changed from "* ST Jinyu" to "* ST beineng". On February 26, 2021, the company issued the announcement on canceling the delisting risk warning and suspension of the company's stock trading. The delisting risk warning of the company's stock was cancelled from March 1, 2021. The stock abbreviation was changed from "* ST beineng" to " Bece Legend Group Co.Ltd(000803) ", and the securities code remained unchanged, still "000803".
(III) upon verification by the lawyers of the firm, there is no circumstance that the company is not allowed to implement equity incentive as stipulated in Article 7 of the management measures:
1. The company does not have the situation that the financial and accounting report of the latest fiscal year has been issued with a negative opinion or an audit report that cannot express an opinion by the certified public accountant;
2. The company does not have an audit report with a negative opinion or unable to express an opinion on the internal control of the financial report of the latest fiscal year issued by a certified public accountant;
3. There has been no failure to distribute profits in accordance with laws and regulations, the articles of association and public commitments within the last 36 months after the listing of the company;
4. The company does not have the situation that equity incentive shall not be implemented according to laws and regulations;
5. The company does not have any other circumstances that may not implement equity incentive recognized by the CSRC.
In conclusion, our lawyers believe that the company is a listed company established and existing legally, and there is no situation that equity incentive shall not be implemented as stipulated in Article 7 of the administrative measures, which meets the conditions for equity incentive as stipulated in the administrative measures. 2、 Contents of this incentive plan
January 24, 2022, The 47th meeting of the 10th board of directors of the company deliberated and approved the Bece Legend Group Co.Ltd(000803) phase II restricted stock incentive plan (Draft) and its summary (hereinafter referred to as the incentive plan (Draft)) and the measures for the administration of the implementation of the second term stock incentive plan (hereinafter referred to as the measures for the administration of the assessment) prepared by the remuneration and assessment committee under the board of directors, This incentive plan is a restricted stock incentive plan.
(I) items specified in the incentive plan (Draft)
According to the incentive plan (Draft), its contents include: interpretation; The purpose of the incentive plan; The management organization of the incentive plan; Determination basis and scope of incentive objects; The source, quantity and distribution of restricted shares; The validity period, grant date, restriction period, lifting restriction period and lock up period of the incentive plan; The grant price of restricted shares and the determination method of the grant price; The conditions for the grant and release of restricted shares; Adjustment methods and procedures of restricted stock incentive plan; Accounting treatment of restricted stocks; Implementation procedures of restricted stock incentive plan; The respective rights and obligations of the company and the incentive object; Handling of abnormal situations between the company and incentive objects; The principle of repurchase and cancellation of restricted shares; Supplementary provisions, etc.
Our lawyers believe that the matters specified in the incentive plan (Draft) comply with the provisions of Article 9 of the administrative measures.
(II) incentive objects of this incentive plan
The incentive object of this incentive plan is determined according to 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 directors, senior managers, middle-level managers and core backbone personnel working in the company (including holding subsidiaries), excluding 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.
According to the incentive plan (Draft), there are 146 incentive objects involved in this incentive plan, including: 1. Directors and senior managers of the company; 2. Middle managers of the company; 3. Key personnel of the company.
Among the incentive objects involved in this incentive plan, directors must be elected by the general meeting of shareholders and senior managers must be appointed by the board of directors. All incentive objects must have employment or labor contract relationship with the company (including subsidiaries) when the company grants restricted shares and within the assessment period of this incentive plan.
The incentive object of reserved restricted shares shall be determined within 12 months after the incentive plan is considered and approved by the general meeting of shareholders. After the proposal of the board of directors, the explicit opinions of independent directors and the board of supervisors, the professional opinions of lawyers and the legal opinions are issued, the company shall timely and accurately disclose the relevant information of the incentive object on the designated website as required. If the incentive object is not specified for more than 12 months, the reserved rights and interests shall become invalid. The criteria for determining the incentive object of reserved restricted shares shall be determined with reference to the criteria for the first grant.
According to the incentive plan (Draft), after the incentive plan is reviewed and approved by the board of directors and before the general meeting of shareholders, the names and positions of incentive objects shall be publicized within the company for a period of no less than 10 days. The board of supervisors shall review the list of equity incentives and fully listen to the public opinions. The company shall disclose the explanation of the board of supervisors on the examination and publicity of the incentive list five days before the shareholders' meeting deliberates the equity 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.
The incentive objects involved in this incentive plan do not include 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 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 of the company 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 basis and scope of determining the incentive objects of this incentive plan comply with the provisions of Article 8 of the administrative measures.
(III) source, quantity and distribution of restricted shares
1. Source of restricted stock
According to the incentive plan (Draft), the stock source of this incentive plan is the company's A-share common stock issued by the company to the incentive object.
Our lawyers believe that the source of the underlying shares involved in this incentive plan complies with the provisions of Article 12 of the administrative measures.
2. Number of restricted shares
According to the incentive plan (Draft), the incentive plan plans to grant 11249000 restricted shares to the incentive object, and the subject stock involved is RMB A-share common stock, accounting for 4.68% of the total share capital of the company on the date of announcement of the draft incentive plan and abstract. Among them, 9000000 shares were granted for the first time, accounting for 3.75% of the total share capital of 240224361 shares when the draft incentive plan was announced; 2249000 shares are reserved, accounting for 0.94% of the company's total share capital of 240224361 shares at the time of the announcement of the draft incentive plan, and the reserved part accounts for 19.99% of the total equity granted this time.
Our lawyers believe that the total number of subject shares involved in all equity incentive plans of the company within the validity period does not exceed 10% of the total share capital of the company, and the reserved proportion does not exceed 20% of the number of rights and interests to be granted in this incentive plan, which is in line with the provisions of paragraph 2 of Article 14 and paragraph 1 of Article 15 of the administrative measures.
