Hanyi Shares (301270): Beijing Commerce Law Firm’s legal opinion on matters related to the first grant of the 2024 restricted stock incentive plan of Beijing Hanyi Innovation Technology Co., Ltd. – CFi.CN China Finance Network

Original title: Hanyi Co., Ltd.: Beijing Commerce Law Firm’s legal opinion on matters related to the first grant of the 2024 restricted stock incentive plan of Beijing Hanyi Innovation Technology Co., Ltd.

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Beijing Commerce Law Firm
About Beijing Hanyi Innovation Technology Co., Ltd.
Matters related to the first grant of the restricted stock incentive plan in 2024
legal opinion

To: Beijing Hanyi Innovation Technology Co., Ltd.

Beijing Commerce Law Firm (hereinafter referred to as “the Firm”) is a law firm approved by the Beijing Municipal Justice Bureau of the People’s Republic of China and has legal qualifications to issue legal opinions on Chinese legal issues. The firm now accepts the entrustment of Beijing Hanyi Innovation Technology Co., Ltd. (hereinafter referred to as “Hanyi Shares” or the “Company”) to provide information on the company’s 2024 restricted stock incentive plan (hereinafter referred to as the “Incentive Plan” or “the Plan”). ) serves as special legal advisor on related matters.

The Firm shall comply 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 Incentives of Listed Companies” (hereinafter referred to as the “Measures for the Administration of Equity Incentives of Listed Companies”). “Administrative Measures”), “Shenzhen Stock Exchange GEM Stock Listing Rules” (hereinafter referred to as “”Listing Rules”), “Shenzhen Stock Exchange GEM Listed Companies Self-Regulatory Guidelines No. 1 – Business Handling” (hereinafter referred to as the “Self-Regulation Guidelines”) and other relevant provisions of China’s current laws, administrative regulations, departmental rules and normative documents and the Articles of Association of Beijing Hanyi Innovation Technology Co., Ltd. (hereinafter referred to as the “Articles of Association”) , issued this legal opinion on matters related to the first grant of this incentive plan (hereinafter referred to as the “this grant”).

In order to issue this legal opinion, the lawyers of our firm reviewed the documents and materials related to this incentive plan in accordance with the provisions of relevant laws, administrative regulations, normative documents and the recognized business standards and ethics of the Chinese lawyer industry, and based on the principles of prudence and importance. and facts checked and verified.

Regarding this legal opinion, our lawyers make the following statement:

1. During the course of our work, our firm has received the assurance from the company that the company has provided the firm with the original written materials, copies of materials and oral testimony that the firm deems necessary to prepare the legal opinion. The documents and materials provided by it are It is true, complete and valid, and contains no concealment, falsehood or material omission.

2. The Firm relies on the facts that have occurred or existed before the date of issuance of this legal opinion and the Company Law, Securities Law and other relevant laws and regulations, as well as the China Securities Regulatory Commission (hereinafter referred to as the “China Securities Regulatory Commission”) and Shenzhen Issue legal opinions on the relevant regulations of the Stock Exchange (hereinafter referred to as “Shenzhen Stock Exchange”).

3. For the facts that are crucial to this legal opinion and cannot be supported by independent evidence, we rely on supporting documents issued by relevant government departments, companies or other relevant units and publicly available information from the competent authorities to prepare this legal opinion. The basis of the book.

4. The firm complies with the provisions of the Securities Law, the Administrative Measures for Law Firms Engaging in Securities Legal Business, the Rules for the Practice of Securities Legal Business of Law Firms (Trial), and the facts that have occurred or existed before the date of issuance of this legal opinion. , has strictly performed its 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, accurate, and complete, and the concluding opinions issued are legal, accurate, and free from falsehoods records, misleading statements or major omissions, and bear corresponding legal liability.

5. This legal opinion only expresses legal opinions on domestic legal issues in China related to this incentive plan. Our firm does not have the appropriate qualifications to express professional opinions on professional matters such as accounting and auditing and overseas legal matters. When this legal opinion involves accounting and auditing matters, it is quoted strictly in accordance with the professional documents issued by the relevant intermediaries and the company’s instructions.

6. Our firm agrees to regard this legal opinion as a necessary statutory document for the company’s incentive plan.

7. This legal opinion is only for the purpose of the company’s incentive plan and may not be used for any other purpose.

In accordance with the “Company Law”, “Securities Law” and other laws, regulations and normative documents, as well as the “Articles of Association” and other relevant provisions, and based on the business standards, ethics and diligence and diligence recognized by the lawyer industry, our firm issues the following legal opinions:

1. Approval and authorization granted this time

According to the company’s meeting documents and information disclosure announcements, as of the date of this legal opinion, in order to implement this grant, the company has performed the following procedures:

1. On March 18, 2024, the company held the 14th meeting of the second board of directors, and reviewed and approved the “Proposal on the Company’s <2024 Restricted Stock Incentive Plan (Draft)> and its Summary” and “On the Company’s <2024 Restricted Stock Incentive Plan (Draft)> and its Summary” Proposal on the Implementation Assessment and Management Measures for the 2024 Restricted Stock Incentive Plan and “Proposal on Requesting the General Meeting of Shareholders to Authorize the Board of Directors to Handle Matters Related to the Company’s 2024 Restricted Stock Incentive Plan”.

2. On March 18, 2024, the company held the 11th meeting of the second board of supervisors, and reviewed and approved the “Proposal on the Company’s <2024 Restricted Stock Incentive Plan (Draft)> and its Summary” and “On the Company’s <2024 Restricted Stock Incentive Plan (Draft)> and its Summary” Proposal on the Implementation Assessment and Management Measures for the 2024 Restricted Stock Incentive Plan and “Proposal on Verifying the Company’s List of Incentive Objects of the 2024 Restricted Stock Incentive Plan”.

3. On March 29, 2024, the company disclosed the “Explanation of the Supervisory Board’s Verification Opinions and Publicity on the List of Incentive Objects First Granted to the Company’s 2024 Restricted Stock Incentive Plan” on the cninfo.com (www.cninfo.com.cn) , the announcement stated that the company has publicized the names and positions of the incentive recipients to be awarded to the incentive targets for the first time under this incentive plan within the company. The publicity time will be from March 2024.
19th to March 28, 2024, the time limit is not less than 10 days. As of the expiration of the publicity period on March 28, 2024, the company’s Board of Supervisors has not received any objections from employees regarding the proposed incentives.

4. On April 3, 2024, the company held the first extraordinary general meeting of shareholders in 2024, and reviewed and approved the “Proposal on the Company’s <2024 Restricted Stock Incentive Plan (Draft)> and its Summary” and “On the Company’s <2024 Restricted Stock Incentive Plan (Draft)> and its Summary” Proposal on Implementation Assessment and Management Measures for Restricted Stock Incentive Plans” and “Proposal on Proposing to the General Meeting of Shareholders to Authorize the Board of Directors to Handle Matters Related to the Company’s 2024 Restricted Stock Incentive Plan”.

5. On April 23, 2024, the company held the 16th meeting of the second board of directors, and reviewed and approved the “Proposal on the First Grant of Restricted Stocks to the Incentive Objects of the 2024 Restricted Stock Incentive Plan”.

6. On April 23, 2024, the company held the 13th meeting of the second board of supervisors, and reviewed and approved the “Proposal on the First Grant of Restricted Stocks to the Incentive Objects of the 2024 Restricted Stock Incentive Plan”. On the same day, the company’s board of supervisors issued the “Verification Opinions on the List of Incentive Objects for the First Grant of the 2024 Restricted Stock Incentive Plan (as of the First Grant Date).”

To sum up, as of the date of issuance of this legal opinion, this grant has obtained the necessary approvals and authorizations at this stage and complies with the relevant provisions of the “Management Measures” and the “Incentive Plan (Draft)”.

2. Conditions for this award

According to the “Incentive Plan (Draft)”, if the following conditions are met at the same time, the company shall grant restricted stocks to the incentive objects; conversely, if any of the following conditions are not met, the company shall not grant restricted stocks to the incentive objects:

1. The company has not experienced any of the following situations:

(1) The financial accounting report for the most recent fiscal year was issued a negative opinion or an audit report in which a certified public accountant was unable to express an opinion;

(2) An audit report in which a certified public accountant issued a negative opinion or was unable to express an opinion on the internal control of the financial report in the most recent fiscal year;

(3) There has been any failure to distribute profits in accordance with laws, regulations, articles of association, and public commitments within the last 36 months after listing;

(4) Equity incentives are not allowed according to laws and regulations;

(5) Other circumstances determined by the China Securities Regulatory Commission.

2. None of the following situations occurs to the incentive target:

(1) Determined as an unsuitable candidate by the stock exchange within the last 12 months;

(2) Determined as an unsuitable candidate by the China Securities Regulatory Commission and its dispatched agencies within the last 12 months;

(3) In the past 12 months, the company has been subject to administrative penalties or market ban measures by the China Securities Regulatory Commission and its dispatched agencies due to serious violations of laws and regulations;

(4) Those who are prohibited from serving as company directors or senior managers as stipulated in the Company Law;
(5) Laws and regulations prohibit participation in equity incentives of listed companies;

(6) Other circumstances determined by the China Securities Regulatory Commission.

According to the Daxin Audit issued by Daxin Accounting Firm (Special General Partnership) on April 22, 2024[2024]No. 1-02742 “Audit Report of Beijing Hanyi Innovation Technology Co., Ltd.” and Daxin Special Review[2024]No. 1-02380 “Beijing Hanyi Innovation Technology Co., Ltd. Internal Control Assurance Report”, the resolution of the 16th meeting of the second board of directors, and the resolution of the 13th meeting of the second board of supervisors, as of the date of issuance of this legal opinion , the company and the incentive objects granted this time have not experienced any of the situations mentioned in Article 2 of this article.

In summary, as of the date of issuance of this legal opinion, the award conditions for this award have been fulfilled and are in compliance with the relevant provisions of the Listing Rules and the Incentive Plan (Draft).

3. Grant date of this grant

According to the “Incentive Plan (Draft)”, the grant date will be determined by the board of directors after the incentive plan is reviewed and approved by the company’s shareholders’ meeting, and the grant date must be a trading day. The company must convene a board of directors meeting to grant restricted stocks to incentive targets for the first time and complete the announcement within 60 days after the shareholders’ meeting approves the approval.

On April 3, 2024, the company held the first extraordinary general meeting of shareholders in 2024, which reviewed and approved the “Proposal on Requesting the General Meeting of Shareholders to Authorize the Board of Directors to Handle Matters Related to the Company’s 2024 Restricted Stock Incentive Plan”. The company’s general meeting of shareholders authorized the Board of Directors to determine this decision. Incentive Plan Grant Date.

On April 23, 2024, the company held the 16th meeting of the second board of directors and the 13th meeting of the second board of supervisors, and reviewed and approved the “Regulations on the First Grant of Restricted Stocks to Incentive Objects of the 2024 Restricted Stock Incentive Plan” Proposal”, agreeing to determine April 23, 2024 as the grant date.

To sum up, the grant date of this grant is within 60 days after the company’s shareholders meeting approves the incentive plan and is a trading day, which is in compliance with the relevant provisions of the “Management Measures” and the “Incentive Plan (Draft)”.

4. Incentive objects granted this time, award quantity and award price

According to the “Incentive Plan (Draft)”, the grant price of restricted shares (including reserved grants) is 16.14 yuan per share.

On April 23, 2024, the company held the 16th meeting of the second board of directors and the 13th meeting of the second board of supervisors, and reviewed and approved the “Regulations on the First Grant of Restricted Stocks to Incentive Objects of the 2024 Restricted Stock Incentive Plan” Proposal”, agreeing to grant 1.665 million second-class restricted shares to 63 incentive targets who meet the grant conditions, with a grant price of 16.14 yuan per share.

To sum up, the incentive objects, award quantity and award price granted this time are in compliance with the relevant provisions of the “Listing Rules” and the “Incentive Plan (Draft)”.

5. Conclusions

To sum up, as of the date of issuance of this legal opinion, the company has obtained the necessary approvals and authorizations for this grant at this stage, which is in compliance with the relevant provisions of the “Management Measures” and the “Incentive Plan (Draft)”; The award conditions have been met and are in compliance with the relevant provisions of the “Listing Rules” and the “Incentive Plan (Draft)”; the grant date, award objects, award quantity and award price of this award are in compliance with the “Listing Rules” and the “Incentive Plan (Draft)” relevant regulations.

This legal opinion is made in triplicate and will take effect after being signed and stamped with the official seal by the attorney handling the matter.

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(This page has no text, but is the signature page of “Beijing Commerce Law Firm’s Legal Opinion on Matters Related to the First Grant of the 2024 Restricted Stock Incentive Plan of Beijing Hanyi Innovation Technology Co., Ltd.”)

Beijing Commerce Law Firm (Chapter)

Handling lawyer: ____________________
Zhan Yue

Handling lawyer: ____________________
Bo Siyuan

principal:_____________________
Kong Xin

year month day

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