Beijing Zhonglun (Nanjing) law firm
About Jiangsu Akcome Science And Technology Co.Ltd(002610)
Of the first phase of employee stock ownership plan
Legal opinion
January, 2002
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catalogue
1、 The company's subject qualification for the implementation of this employee stock ownership plan 3 II. Legality and compliance of this ESOP 4 III. legal procedures involved in this ESOP 6 IV. legality and compliance of avoidance voting arrangement 8 v. legality and compliance of the way of participation in the company's financing 9 VI. legality and compliance of the relationship of concerted action 9 VII. Information disclosure of this employee stock ownership plan 9 VIII. Concluding comments ten
ADEF unit, 14th floor, Asia Pacific business building, No. 2 Hanzhong Road, Gulou District, Nanjing, Jiangsu 210005
14/F, Asia Pacific Business Building, 2 Hanzhong Road, Gulou District, Nanjing, Jiangsu 210005, P. R. China
Tel: + 86 25 6951 1818 Fax: + 86 25 6951 1717
Website: www.zhonglun.com com.
Beijing Zhonglun (Nanjing) law firm
About Jiangsu Akcome Science And Technology Co.Ltd(002610)
Of the first phase of employee stock ownership plan
Legal opinion
To: Jiangsu Akcome Science And Technology Co.Ltd(002610)
Beijing Zhonglun (Nanjing) law firm (hereinafter referred to as "the firm") has accepted the entrustment of Jiangsu Akcome Science And Technology Co.Ltd(002610) (hereinafter referred to as " Jiangsu Akcome Science And Technology Co.Ltd(002610) " or "the company") to act as the special legal adviser on matters related to the implementation of the first phase of the employee stock ownership plan (hereinafter referred to as "the employee stock ownership plan"). In accordance with the company law of the people's Republic of China (hereinafter referred to as the "company law") and the securities law of the people's Republic of China (hereinafter referred to as the "Securities Law") The guidance on the pilot implementation of employee stock ownership plans by listed companies (hereinafter referred to as the "guidance") issued by the China Securities Regulatory Commission (hereinafter referred to as the "CSRC") According to the relevant provisions of laws, regulations and normative documents such as the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board (hereinafter referred to as the "standardized operation of listed companies on the main board") and the articles of association of Jiangsu Akcome Science And Technology Co.Ltd(002610) (hereinafter referred to as the "articles of association"), in accordance with the business standards recognized by lawyers Check and verify the relevant documents provided by the company in the spirit of ethics and diligence, and issue this legal opinion on matters related to the employee stock ownership plan to be implemented by the company.
In order to issue this legal opinion, our lawyers have reviewed the Jiangsu Akcome Science And Technology Co.Ltd(002610) phase I employee stock ownership plan (Draft) (hereinafter referred to as "Employee Stock Ownership Plan (Draft)"), the measures for the administration of Jiangsu Akcome Science And Technology Co.Ltd(002610) phase I employee stock ownership plan (hereinafter referred to as "measures for the administration of Employee Stock Ownership Plan"), the relevant meeting documents of the board of directors, the meeting documents of the board of supervisors The company's written statement and other documents that the lawyers of the firm think need to be reviewed, and checked and verified the relevant facts and materials by querying the public information of government departments.
With regard to this legal opinion, our lawyer makes the following statement:
1. In the course of work, our lawyers have been guaranteed by Jiangsu Akcome Science And Technology Co.Ltd(002610) : the company has provided authentic original written materials, copies or oral testimony necessary for the issuance of this legal opinion without any omission or concealment; The copy materials or copies provided are completely consistent with the original or the original. All signatures and seals in the documents provided by the company are authentic, and the copies, copies or faxes of the documents are consistent with the original. For the fact that this legal opinion is very important and cannot be supported by independent evidence, the exchange relies on the supporting documents issued by relevant government departments, companies and other relevant units.
2. The lawyers of the firm shall express legal opinions in accordance with the facts that have occurred or exist before the date of issuance of this legal opinion, the current national laws, regulations and normative documents such as the company law, the securities law and the relevant provisions of the CSRC.
3. For the fact that this legal opinion is very important and cannot be supported by independent evidence, our lawyers rely on the supporting documents issued by relevant government departments, Jiangsu Akcome Science And Technology Co.Ltd(002610) or other relevant units and the publicly available information of the competent department as the basis for making this legal opinion.
4. In accordance with the provisions of the securities law, the measures for the administration of securities legal business by law firms and the rules for the practice of securities legal business by law firms (for Trial Implementation), and the facts that have occurred or exist before the date of issuance of this legal opinion, the firm and its handling lawyers have strictly performed their statutory duties and followed the principles of diligence, due diligence 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.
5. This legal opinion only expresses legal opinions on legal issues in China related to this ESOP, but does not express opinions on the rationality of the underlying stock value, assessment standards and other issues involved in this ESOP, as well as accounting, finance and other non legal professional matters.
6. This legal opinion is only Jiangsu Akcome Science And Technology Co.Ltd(002610) for the purpose of implementing this ESOP and shall not be used for any other purpose.
The lawyers of the firm agree to announce this legal opinion as a necessary document for the implementation of the employee stock ownership plan, and bear corresponding legal liabilities for the legal opinions issued in accordance with the law.
Based on the above statement and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, we have verified and verified the relevant documents and facts provided by the company, and issued the following legal opinions on the company's employee stock ownership plan:
1、 The company is qualified to implement the employee stock ownership plan
(I) the company is a joint stock limited company established by Jiangsu Aikang Cecep Solar Energy Co.Ltd(000591) Technology Co., Ltd. in accordance with the company law and other relevant regulations. The change registration was completed at Wuxi Administration for Industry and Commerce on September 14, 2010.
On July 25, 2011, with the approval of the reply on Approving the initial public offering of Jiangsu Aikang Cecep Solar Energy Co.Ltd(000591) Technology Co., Ltd. (zjxk [2011] No. 1169) issued by the CSRC, the company issued 50 million RMB common shares (A shares) for the first time. The company adopts the combination of offline inquiry placement to the placing object (hereinafter referred to as "offline placement") and online pricing issuance to social public investors (hereinafter referred to as "online issuance"), in which 10 million shares are placed offline and 40 million shares are issued online, with an issuance price of 16.00 yuan / share. With the consent of the notice on the listing of RMB common shares of Jiangsu Aikang Cecep Solar Energy Co.Ltd(000591) Technology Co., Ltd. (SZS [2011] No. 242) of Shenzhen Stock Exchange, the company's shares are listed on Shenzhen Stock Exchange, with the stock abbreviation of " Jiangsu Akcome Science And Technology Co.Ltd(002610) " and the stock code of "002610".
(II) according to the current valid business license and articles of association of the company and the lawyer of the firm's inquiry into the national enterprise credit information system, the basic information of Jiangsu Akcome Science And Technology Co.Ltd(002610) as of the date of issuance of this legal opinion is as follows:
Company name Jiangsu Akcome Science And Technology Co.Ltd(002610)
Unified social credit code 91320200785557086a
Company type: limited liability company (invested and listed in Hong Kong, Macao and Taiwan)
The registered capital is 4479.532523 million yuan
Legal representative: Zou Chenghui
Address: No. 1015, Qinfeng Road, Hongmiao Park, Huashi industrial concentration zone, Jiangyin City
Date of establishment: March 9, 2006
Business date: March 9, 2006 to March 8, 2026
Research, develop, produce and process high-grade hardware for Cecep Solar Energy Co.Ltd(000591) equipment, Cecep Solar Energy Co.Ltd(000591) power generation installation system, Cecep Solar Energy Co.Ltd(000591) power generation board packaging film; Design and construction of Cecep Solar Energy Co.Ltd(000591) power generation system; Development, construction, operation and maintenance of photovoltaic photovoltaic thermal power station; Technical development, project consultation and technical services of photovoltaic photovoltaic thermal power station; Engage in the wholesale, import and export business of aluminum ingots (not involving state-owned trade management commodities, but involving quota and license management commodities, the application shall be handled in accordance with the relevant provisions of the state). (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
After verification, as of the date of issuance of this legal opinion, the company is a joint stock limited company legally established and existing, and listed and traded in Shenzhen Stock Exchange. There is no need to terminate in accordance with relevant laws, regulations, normative documents and the provisions of the articles of association.
In conclusion, our lawyers believe that the company is a listed company established and legally existing according to law and has the subject qualification of implementing the employee stock ownership plan according to law as stipulated in the guiding opinions.
2、 Legality and compliance of this ESOP
(I) January 26, 2022, The 67th extraordinary meeting of the 4th board of directors of the company deliberated and approved the proposal on the company's first phase employee stock ownership plan (Draft) and its summary, the proposal on the company's management measures for the first phase employee stock ownership plan, and the proposal on submitting the general meeting of shareholders to authorize the board of directors to handle matters related to the employee stock ownership plan And other proposals related to the employee stock ownership plan.
(II) according to the employee stock ownership plan (Draft), our lawyers checked the relevant matters of the employee stock ownership plan item by item according to the relevant provisions of the Guiding Opinions:
1. According to the instructions of the company and the relevant announcements of the company consulted by our lawyers, as of the date of issuance of this legal opinion, the company has implemented the procedures in strict accordance with the provisions of laws, administrative regulations and normative documents, and has truly, accurately, completely and timely implemented the information disclosure, There are no securities frauds such as insider trading and manipulation of the securities market by others using the employee stock ownership plan, which meets the requirements of paragraph (I) of part I of the guiding opinions on the principle of compliance according to law.
2. According to the instructions of the company and the employees participating in the employee stock ownership plan, the employee stock ownership plan follows the principle of independent decision of the company and voluntary participation of employees. There is no situation that the company forces employees to participate in the employee stock ownership plan by means of apportionment and forced distribution, which meets the requirements of paragraph (II) of part I of the guiding opinions on the principle of voluntary participation.
3. According to the employee stock ownership plan (Draft), the participants participating in the employee stock ownership plan will be responsible for their own profits and losses, bear their own risks, and have equal rights and interests with other investors, which meets the requirements of paragraph (III) of part I of the guiding opinions on the principle of risk bearing.
4. According to the employee stock ownership plan (Draft) and confirmed by the company, the participants of this employee stock ownership plan are directors (excluding independent directors), supervisors, senior managers, middle and senior managers and business backbone personnel of the company. The total number of employees to participate in the employee stock ownership plan shall not exceed 9, including 2 directors, supervisors and senior managers. The specific number of participants will be determined according to the actual contributions of employees.
The lawyers of the firm believe that the above criteria for determining the participants comply with the provisions on the participants of the employee stock ownership plan in paragraph (IV) of Part II of the guiding opinions.
5. According to the employee stock ownership plan (Draft) and confirmed by the company, the fund sources of the participants are employees' legal salary, self raised funds and other ways allowed by laws and regulations, which is in line with the provisions of item 1, paragraph (V) of Part II of the guiding opinions.
6. According to the employee stock ownership plan (Draft) and confirmed by the company, the stock source of the employee stock ownership plan is Jiangsu Akcome Science And Technology Co.Ltd(002610) a ordinary shares repurchased in the company's special repurchase account (hereinafter referred to as "target shares"), which is in line with the provisions of item 2, paragraph (V) of Part II of the guidance.
7. According to the employee stock ownership plan (Draft), the duration of this employee stock ownership plan is 60 months, calculated from the date when the employee stock ownership plan (Draft) is reviewed and approved by the general meeting of shareholders and the company announces the transfer of the last subject stock to the name of this employee stock ownership plan; The underlying shares obtained by the employee stock ownership plan are unlocked in four phases, and the unlocking time points are 12 months from the date when the company announces the last transfer of the underlying shares to the name of the employee stock ownership plan
