Beijing Zhonglun (Nanjing) law firm
About Jiangsu Akcome Science And Technology Co.Ltd(002610)
Of stock option and restricted stock incentive plan in 2022
Legal opinion
January, 2002
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catalogue
1、 The conditions for the company to implement the incentive plan 3 II. Contents of this incentive plan 5 III. procedures for the implementation of this incentive plan 15 IV. determination of incentive objects in this incentive plan 16 v. information disclosure obligations of this incentive plan 17 VI. the company did not provide financial support for the incentive object 17 VII. Impact of this incentive plan on the interests of the company and all shareholders 18 VIII. Concluding comments eighteen
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 stock option and restricted stock incentive plan in 2022
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 company's 2022 stock option and restricted stock incentive plan (hereinafter referred to as "the incentive plan"). According to 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 laws In accordance with the relevant provisions of laws, regulations and normative documents, check and verify the relevant documents provided by the company in accordance with the recognized business standards, ethics and the spirit of diligence, and issue this legal opinion on the matters related to the company's incentive plan.
In order to issue this legal opinion, our lawyers have reviewed the stock option and restricted stock incentive plan (Draft) for Jiangsu Akcome Science And Technology Co.Ltd(002610) 2022 (hereinafter referred to as the "incentive plan (Draft)"), and the administrative measures for the examination of the implementation of stock option and restricted stock incentive plan for Jiangsu Akcome Science And Technology Co.Ltd(002610) 2022 (hereinafter referred to as the "assessment measures") The list of incentive objects first granted under the Jiangsu Akcome Science And Technology Co.Ltd(002610) 2022 stock option and restricted stock incentive plan, the articles of association of Jiangsu Akcome Science And Technology Co.Ltd(002610) (hereinafter referred to as the "articles of association"), the relevant documents of the board of directors, the meeting documents of the board of supervisors, the independent opinions of independent directors and other documents that the lawyers of the exchange 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 incentive plan, and does not express opinions on the rationality of the value of the underlying stock, assessment standards and other aspects involved in this incentive plan, 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 implementation of this incentive plan and shall not be used for any other purpose.
Our lawyers agree to announce this legal opinion as a necessary document for the implementation of this incentive plan, and bear corresponding legal liabilities for the legal opinions issued in accordance with the law.
Based on the above statement, 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 incentive plan:
1、 Conditions for the company to implement incentive plan
(I) the company is a joint stock limited company established according to law and listed on the Shenzhen Stock Exchange
1. 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 in Wuxi Administration for Industry and Commerce on September 14, 2010.
2. 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".
3. According to the current valid business license and articles of association of the company, and through 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.
(II) the company does not have the situation that equity incentive is not allowed according to Article 7 of the management measures
According to the audit report (Su Ya Shen [2021] No. 826) issued by Su Ya Jincheng Certified Public Accountants (special general partnership) on April 29, 2021 and verified by our lawyers, the company does not have the following circumstances that equity incentive shall not be implemented as stipulated 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 existing legally, and there is no situation that equity incentive is not allowed according to Article 7 of the management measures, which meets the conditions for equity incentive specified in the management measures.
2、 Contents of this incentive plan
On January 26, 2022, the 67th extraordinary meeting of the Fourth Board of directors of the company deliberated and approved the proposal on the company's 2022 stock option and restricted stock incentive plan (Draft) and its summary, the proposal on the company's measures for the implementation and assessment of 2022 stock option and restricted stock incentive plan and other proposals, The incentive mode of this incentive plan is stock option and restricted stock.
(I) items specified in this incentive plan
According to the incentive plan (Draft), the incentive plan includes the interpretation, the purpose of the incentive plan, the management organization of the incentive plan, the determination basis and scope of the incentive object, the specific contents of the equity incentive plan, the procedures for the company to implement the equity incentive plan, the respective rights and obligations of the company and the incentive object, the termination and change of the equity incentive plan and the handling of personal changes, Relevant disputes or dispute resolution mechanism between the company and the incentive object, supplementary provisions, etc.
The stock option incentive plan in this incentive plan includes: the stock source of the stock option incentive plan, the number of stock options to be granted, the list and distribution of incentive objects, the validity period, authorization date, waiting period, exercisable date, exercise proportion, lock up period of the stock option incentive plan, the exercise price of stock options and the determination method of exercise price, The grant and exercise conditions of stock options, the adjustment methods and procedures of stock option incentive plan, the accounting treatment of stock options, the measurement of fair value and its impact on the company's performance; The restricted stock incentive plan in this incentive plan includes: the stock source of the restricted stock incentive plan, the number of restricted stocks to be granted, the list of incentive objects and their distribution, the validity period, grant date, restriction period, release date and lock up period of the restricted stock incentive plan, the grant price of restricted stocks and the determination method of the grant price, The conditions for the grant and release of restricted shares, the adjustment methods and procedures of restricted stock incentive plan, the repurchase and cancellation of restricted shares, the accounting treatment of restricted shares, the measurement of fair value and its impact on the company's performance.
Therefore, our lawyers believe that the matters specified in the incentive plan (Draft) comply with the provisions of Article 9 of the administrative measures.
(II) specific contents of this incentive plan
According to the incentive plan (Draft), the incentive plan is stock option and restricted stock
