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Guohao law firm (Tianjin)
about
Qiaoyin City Management Co.Ltd(002973)
2022 stock option incentive plan (Draft)
of
Legal opinion
Guo Hao Jin FA Yi Zi (2022) No. 021
To: Qiaoyin City Management Co.Ltd(002973)
Guohao law firm (Tianjin) (hereinafter referred to as “the firm”) has accepted the entrustment of Qiaoyin City Management Co.Ltd(002973) (hereinafter referred to as ” Qiaoyin City Management Co.Ltd(002973) ” or “the company”) to act as the special legal adviser of the company’s 2022 stock option 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”) and the measures for the administration of equity incentive of listed companies (hereinafter referred to as the “administrative measures”) Relevant provisions of laws, administrative regulations, departmental rules and normative documents such as self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – business handling, as well as the Qiaoyin City Management Co.Ltd(002973) articles of Association (hereinafter referred to as the “articles of association”), This legal opinion is issued in accordance with the requirements of laws and regulations such as the measures for the administration of law firms engaging in securities legal business and the rules for the practice of securities legal business of law firms (for Trial Implementation), and in accordance with the recognized business standards, ethics and the spirit of diligence and responsibility of the lawyer industry.
In order to issue this legal opinion, our lawyer hereby makes the following statement:
In accordance with the provisions of the securities law, the measures for the administration of securities legal business of law firms and the rules for the practice of securities legal business of law firms (for Trial Implementation), and other laws and regulations, and in accordance with the facts that have occurred or exist before the date of issuance of this legal opinion, the firm and its handling lawyers strictly perform their statutory duties and follow the principles of diligence, responsibility and good faith, Sufficient verification and verification have been carried out to ensure that the facts identified in this legal opinion are true, accurate and complete, the concluding opinions issued are legal and accurate, and there are no false records, misleading statements or major omissions, and bear corresponding legal liabilities.
The lawyers of our firm shall express legal opinions based on the facts that have occurred or existed before the date of issuance of this legal opinion, and based on their understanding of relevant facts and the current laws, regulations and other relevant provisions of China. Our lawyers have strictly performed their statutory duties, followed the principles of diligence and good faith, and conducted appropriate due diligence on the legality and compliance of this incentive plan to ensure that there are no false records, misleading statements and major omissions in the legal opinion.
Our lawyers agree to publicly disclose this legal opinion as a necessary legal document of this incentive plan, and bear corresponding legal liabilities for the published legal opinions.
Qiaoyin City Management Co.Ltd(002973) assures our lawyers that they have provided our lawyers with true, complete, accurate and effective original written materials, copy materials, photocopying materials or oral testimony necessary for the issuance of this legal opinion, and there is no falsehood, omission, concealment or error. These facts and documents are provided to us and issued on the date of this legal opinion, No change has occurred; The signatures and seals on the documents submitted to our lawyers are true, and all copies and copies are consistent with the original. Our lawyer issues this legal opinion based on the above guarantee of the company.
For the facts that are crucial and cannot be supported by independent evidence, our lawyers rely on the supporting documents issued by relevant government departments, Qiaoyin City Management Co.Ltd(002973) or other relevant institutions to issue this legal opinion.
Our lawyers only express opinions on the legal issues related to Qiaoyin City Management Co.Ltd(002973) this incentive plan, and do not express opinions on the rationality of the underlying stock value, assessment standards and other issues involved in this incentive plan, as well as accounting, auditing, finance and other non legal professional matters. When quoting relevant financial data or conclusions in this legal opinion, the exchange has fulfilled the obligation of ordinary care, but such quoting is not regarded as any express or implied guarantee for the authenticity and accuracy of these data and conclusions.
When reading this legal opinion, all chapters should be taken as a whole and should not be used alone, and our lawyer has not authorized any unit or individual to make any interpretation or explanation on this legal opinion.
This legal opinion is only for Qiaoyin City Management Co.Ltd(002973) the purpose of implementing this incentive plan, and shall not be used for any other purpose without the written consent of the exchange.
1、 Subject qualification for implementing the incentive plan
(I) basic information of the company
Qiaoyin City Management Co.Ltd(002973) is a joint stock limited company established by Guangzhou qiaoyin Environmental Protection Technology Co., Ltd, Approved by the reply on Approving the initial public offering of shares of qiaoyin Environmental Protection Technology Co., Ltd. (zjxk [2019] No. 2301) of the CSRC and approved by the notice on the listing of RMB common shares of qiaoyin Environmental Protection Technology Co., Ltd. (SZS [2020] No. 1) of Shenzhen Stock Exchange, The company’s shares have been listed and traded in Shenzhen Stock Exchange since January 6, 2020. The stock is abbreviated as ” Qiaoyin City Management Co.Ltd(002973) ” and the securities code is “002973”.
According to the current valid business license of the company and the lawyer of the firm, log in to the website of the national enterprise credit information publicity system（ http://www.gsxt.gov.cn./ , the same below). As of the date of issuance of this legal opinion, the basic information of Qiaoyin City Management Co.Ltd(002973) is as follows:
Company name Qiaoyin City Management Co.Ltd(002973)
Stock code 002973 SZ
Unified society 914401847329631528
Credit Code
Type of joint stock limited company (listed, natural person investment or holding)
Address: A318, self-made on the third floor, No. 23, Kaiyuan Road, JIEKOU street, Conghua, Guangzhou (for office use only)
Legal representative: Liu Shaoyun
The registered capital is 408.66 million yuan
Date of establishment: November 27, 2001
Business term: November 27, 2001 to no fixed term
Urban and rural appearance management; Municipal facilities management; Urban greening management; Urban park management; Sales of mechanical equipment; Parking service; Salvage services; Professional cleaning, cleaning and disinfection services; Technical services, technology development, technical consultation, technical exchange, technology transfer and promotion of technology business scope; Soil pollution control and remediation services; New car sales; Sales of special equipment for environmental protection; Forestry pest control services; Artificial afforestation; Agricultural and horticultural services; Landscape engineering construction; General mechanical equipment installation services; Engineering management services; Sewage treatment and recycling; Recycling of renewable resources (except productive waste metals); Sales of renewable resources; Management of flood control and waterlogging elimination facilities; Mechanical equipment leasing; Information technology consulting services; Information system integration service; Solid waste treatment; estate management; Building cleaning services; Municipal solid waste business services; Various engineering construction activities; Highway management and maintenance; Road cargo transportation (including dangerous goods); Road cargo transportation (excluding dangerous goods); Labor dispatch service
Registered status: enterprises in operation (operation)
According to the articles of association and instructions of Qiaoyin City Management Co.Ltd(002973) and verified by our lawyers, Qiaoyin City Management Co.Ltd(002973) is a joint stock limited company established and effectively existing according to law. As of the date of issuance of this legal opinion, Qiaoyin City Management Co.Ltd(002973) does not need to be terminated in accordance with laws, regulations, normative documents and the articles of association.
(II) the company is not prohibited from implementing the incentive plan
According to the audit report (hxsz [2021] No. 21000760018) issued by Huaxing Certified Public Accountants (special general partnership) on March 29, 2021, the annual report of Qiaoyin City Management Co.Ltd(002973) 2020, Qiaoyin City Management Co.Ltd(002973) semi annual report of 2021 and the instructions issued by the company, and the lawyers of the firm log in to the website of the national enterprise credit information publicity system and the website of Shenzhen Stock Exchange（ http://www.szse.cn./ , the same below), credit China website（ https://www.creditchina.gov.cn./ , the same below), securities and futures market dishonesty record query platform website（ http://neris.c
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, 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 as of the date of issuance of this legal opinion, Qiaoyin City Management Co.Ltd(002973) is a joint stock limited company legally established and effectively existing, and its shares have been listed and traded in Shenzhen Stock Exchange. Qiaoyin City Management Co.Ltd(002973) there is no need to terminate in accordance with the company law and other laws, regulations, normative documents and the articles of association, and there is no situation that equity incentive shall not be implemented as stipulated in Article 7 of the management measures. Therefore, it is qualified to implement the incentive plan.
2、 Main contents and legal compliance of the incentive plan
On January 24, 2022, the company held the 40th meeting of the second board of directors, deliberated and adopted the proposal on the stock option incentive plan (Draft) and summary in 2022 (hereinafter referred to as the “incentive plan (Draft)”) and other relevant proposals, which stipulated the relevant matters involved in the incentive plan. After verification by our lawyers, the main contents of the incentive plan (Draft) are as follows:
(I) purpose of the incentive plan
The purpose of this incentive plan is to improve the long-term incentive and restraint mechanism, attract and retain excellent talents, stimulate the work enthusiasm and creativity of employees, effectively combine the interests of shareholders, the company and employees, and promote the sustainable and healthy development of the company.
Accordingly, our lawyers believe that the incentive plan (Draft) defines the purpose of the incentive plan and complies 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
The incentive object of this incentive plan is determined in accordance with the company law, securities law, management measures, articles of association and other relevant provisions and in combination with the actual situation of the company.
(2) Job basis for determining incentive objects
The incentive objects of this incentive plan include the company’s directors, senior managers and other personnel that the board of Directors considers should be encouraged (excluding 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).
2. Scope of incentive objects
No more than 75 incentive objects are granted for the first time in this incentive plan, including directors, senior managers and other personnel that the board of Directors considers should be encouraged. All incentive objects must work in the company (including subsidiaries) and sign labor contracts or employment agreements when the company grants stock options and during the assessment period of this incentive plan. Within 12 months after the incentive plan is considered and approved by the general meeting of shareholders, the incentive objects reserved for grant shall be determined with reference to the standard of incentive objects granted for the first time.
3. Verification of incentive objects
After the incentive plan is reviewed and approved by the board of directors, the company will publicize the names and positions of incentive objects internally for a period of no less than 10 days. The board of supervisors will review the list of incentive objects and fully listen to the public opinions. The company will disclose the announcement and verification opinions of the board of supervisors on 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 shall also be verified by the board of supervisors.
4. Subject qualification of incentive object
According to the incentive plan (Draft) and the instructions issued by the company, the incentive object shall not be under the following circumstances specified in paragraph 2 of Article 8 of the management measures:
(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 the incentive plan comply with the provisions of Article 8 and item (II) of Article 9 of the administrative measures.
(III) source, quantity and distribution of shares involved in stock options
1. Stock source of this incentive plan
According to the incentive plan (Draft), the source of the underlying stock involved in the incentive plan is the company’s A-share common stock issued by the company to the incentive object.
2. Number of stock options to be granted
According to the incentive plan (Draft), the number of stock options to be granted in the incentive plan is 6 million, accounting for about 1.47% of the company’s total share capital of 408663324 shares at the time of announcement of the draft incentive plan. Among them, 5.47 million shares were granted for the first time, accounting for about 1.34% of the company’s total share capital of 408663324 shares when the draft incentive plan was announced, accounting for about 1.34% of the total equity to be granted this time
