Jiaotong University Sirius (300851): Beijing Tianyuan Law Firm’s legal opinion on the invalidation of some restricted shares of Jiaotong University Sirius’ 2021 restricted stock incentive plan – CFi.CN China Finance Network

Original title: Jiaotong University Sirius: Beijing Tianyuan Law Firm’s legal opinion on the invalidation of some restricted stocks in the 2021 Jiaotong University Sirius Restricted Stock Incentive Plan

Table of contents
Definition……………………………………………… ……………………………………………………….. …………………… 3
statement…………………………………………. ……………………………………………………….. ……………………….5
text…………………………………………. ……………………………………………………….. ……………………….6
1. Approval and authorization of the invalidation of some restricted stocks this time…………………. …………. 6 2. Details of the invalidation of some restricted stocks this time…………. ……………………………. 7 3. Information disclosure on the invalidation of some restricted stocks.. ……………………………………………………….. …… 8 4. Concluding comments…………………………………. ……………………………………………………….. ………………. 9

Definition
In this legal opinion, unless the context requires otherwise, the following words have the following meanings:

Beijing Tianyuan Law Firm
About Beijing Jiaotong University Sino Technology Co., Ltd.
Regarding the invalidation of some restricted stocks in the 2021 restricted stock incentive plan
legal advice

Jingtianguzi (2021) No. 026-4
To: Beijing Jiaotong University Sino Technology Co., Ltd.
Beijing Tianyuan Law Firm accepted the entrustment of Beijing Jiaotong University Sino Technology Co., Ltd. to serve as the company’s special legal counsel for the 2021 restricted stock incentive plan, and issued the “Beijing Tianyuan Law Firm Regarding Beijing Jiaotong University Sino Technology Co., Ltd.” Legal Opinion on the 2021 Restricted Stock Incentive Plan” “Legal Opinion of Beijing Tianyuan Law Firm on Matters Related to the Grant of the 2021 Restricted Stock Incentive Plan of Beijing Jiaotong University Sinuo Technology Co., Ltd.”

Our firm and our lawyers are based on the Company Law, Securities Law, Equity Incentive Management Measures, GEM Stock Listing Rules, Securities Legal Business Management Measures, Securities Legal Practice Rules and other laws, regulations and the China Securities Regulatory Commission , the relevant regulations of the Shenzhen Stock Exchange and the facts that have occurred or existed before the date of issuance of this legal opinion, this legal opinion is issued in accordance with the recognized business standards, ethics and diligence of the lawyer industry.

statement
In order to issue this legal opinion, our lawyers make the following statement:
1. Our firm and our lawyers act in accordance with the Company Law, Securities Law, Equity Incentive Management Measures, GEM Stock Listing Rules, Securities Legal Business Management Measures, Securities Legal Practice Rules and other laws, regulations and China In accordance with the relevant regulations of the China Securities Regulatory Commission and the Shenzhen Stock Exchange and the facts that have occurred or existed before the date of issuance of this legal opinion, we have strictly performed our statutory duties and followed the principles of diligence and good faith, and have imposed certain restrictions on the company’s 2021 restricted stock incentive plan. We have fully verified and verified the issue of invalidating stocks to ensure that the facts identified in this legal opinion are true, accurate, and complete, and that the concluding opinions expressed are legal and accurate, and there are no false records, misleading statements, or major omissions, and we shall bear the corresponding responsibilities. legal liability.

2. In order to issue this legal opinion, our firm has reviewed the documents that need to be consulted according to regulations and other documents that the firm deems necessary to consult in accordance with the “Regulations on the Administration of Securities Legal Business” and the “Regulations on the Practice of Securities Legal Business” and other relevant regulations. The company guarantees that it has provided the original written materials, duplicate materials, photocopied materials, and confirmation documents that the firm requires the firm to provide in order to issue this legal opinion. The documents and materials provided to the firm are true, accurate, complete and effective, and nothing is concealed. records, false statements and major omissions, and if the documents are copies or photocopies, on the basis that they are consistent and consistent with the originals, the Firm has reasonably and fully used methods including but not limited to written review, inquiry, review, etc. An inspection was conducted to verify and confirm the relevant facts.

3. Our firm only expresses legal opinions on legal issues related to the invalidation of some restricted stocks in the 2021 Restricted Stock Incentive Plan, and does not express opinions on non-legal professional matters such as accounting, auditing, and finance. When quoting relevant financial data or conclusions in this legal opinion, the Firm has fulfilled its ordinary duty of care, but such quotations do not constitute any express or implied representation by the Firm of the authenticity and accuracy of these data and conclusions. guarantee. For facts that are crucial to the issuance of this legal opinion but cannot be supported by independent evidence, our firm relies on supporting documents issued by relevant government departments, companies or other relevant institutions to issue legal opinions.

4. This legal opinion is only used by the company to invalidate some of the restricted stocks that have been granted but have not yet vested, and may not be used by anyone for any other purpose.

text
1. Approval and authorization of the invalidation of some restricted stocks this time
According to the information provided by the company and verified by our lawyers, the company has performed the following procedures for the implementation of matters related to this restricted stock incentive plan:
1. On January 14, 2021, the company held the 18th meeting of the second board of directors, which reviewed and approved the “Proposal on the Company’s 2021 Restricted Stock Incentive Plan (Draft)” and its Summary and “About the Company “Proposal on the Implementation Assessment and Management Measures for the 2021 Restricted Stock Incentive Plan” and “Proposal on Requesting the Company’s General Meeting of Shareholders to Authorize the Board of Directors to Handle Matters Related to the 2021 Restricted Stock Incentive Plan”. The company’s independent directors reviewed the relevant matters and issued a Unequivocally agreed upon independent opinion.

On the same day, the company held the 14th meeting of the second board of supervisors, which reviewed and approved the “Proposal on the Company’s 2021 Restricted Stock Incentive Plan (Draft)” and its Summary, and the “Proposal on the Company’s 2021 Restricted Stock Incentive Plan (Draft)” and its Summary “Proposal on the Plan to Implement Assessment Management Measures” and “Proposal on Verifying the Company’s List of Incentive Objects of the 2021 Restricted Stock Incentive Plan”, and reviewed the list of incentive objects. The company’s Board of Supervisors believes that the subject qualifications of the relevant incentive objects are legal and valid. .

2. On January 18, 2021, the company held the 19th meeting of the second board of directors, which reviewed and approved the “Proposal on the Company’s 2021 Restricted Stock Incentive Plan (Revised Draft)” and its Summary. Regarding the company’s “Proposal on the Implementation Assessment and Management Measures for the 2021 Restricted Stock Incentive Plan (Revised Draft)” and the “Proposal on Requesting the Company’s General Meeting of Shareholders to Authorize the Board of Directors to Handle Matters Related to the 2021 Restricted Stock Incentive Plan”, the company’s independent directors have responded to relevant matters Deliberations were held and an independent opinion was issued with unequivocal agreement.

On the same day, the company held the 15th meeting of the second board of supervisors, which reviewed and approved the “Proposal on the Company’s 2021 Restricted Stock Incentive Plan (Revised Draft)” and its Summary, and the “Proposal on the Company’s 2021 Restricted Stock Incentive Plan (Revised Draft)” and its Summary Proposal on the Implementation Assessment and Management Measures for Stock Incentive Plans (Revised Draft)>.

3. From January 15, 2021 to January 24, 2021, the company publicized the list of incentive targets within the company. After the expiration of the publicity period, the company’s Board of Supervisors did not receive any objections or feedback records. The Board of Supervisors reviewed the list of partial incentive recipients granted for the first time under this equity incentive plan and explained the disclosure situation.

4. On February 1, 2021, the company held the first extraordinary general meeting of shareholders in 2021, which reviewed and approved the “Proposal on the Company’s 2021 Restricted Stock Incentive Plan (Revised Draft)” and its Summary, ” Proposal on the company’s “Measures for Implementation Assessment and Management of the 2021 Restricted Stock Incentive Plan (Revised Draft)” and “Proposal on Requesting the Company’s General Meeting of Shareholders to Authorize the Board of Directors to Handle Matters Related to the 2021 Restricted Stock Incentive Plan”. The company has been approved to implement this restricted stock incentive plan, and at the same time authorizes the board of directors to determine the grant date of this restricted stock incentive plan, grant restricted stocks to incentive objects when the incentive objects meet the conditions, and handle all necessary matters for the grant of restricted stocks. matters.

5. On February 3, 2021, the company held the 20th meeting of the second board of directors and the 16th meeting of the second board of supervisors, and reviewed and approved the “Proposal on Granting Restricted Stocks to Incentive Objects”. The company The independent directors issued independent opinions with clear agreement, and the Board of Supervisors verified the list of incentive targets and issued verification opinions.

6. On April 23, 2024, the company held the 19th meeting of the third board of directors and the 18th meeting of the third board of supervisors, and reviewed and approved the “Abolishing the Partially Granted Second Class Restricted Stocks that have not yet vested” “Proposal”, the company’s independent directors issued independent opinions clearly agreeing with it.

After verification, our lawyers believe that as of the date of issuance of this legal opinion, the company has obtained the necessary approvals and authorizations at this stage for the invalidation of some restricted stocks, and is in compliance with the “Company Law”, “Securities Law” and “Equity Incentive Management Measures” and other laws, regulations, normative documents and relevant provisions of the “Incentive Plan”.

2. Details of the invalidation of some restricted stocks this time
(1) Reasons for this cancellation
1. The “Incentive Plan” stipulates: “The assessment years for the restricted stocks granted by this incentive plan are three fiscal years from 2021 to 2023, and they will be assessed once in each fiscal year. The annual performance assessment targets for the restricted stocks granted by this incentive plan are as follows Shown:

If the company fails to meet the above performance assessment goals, all restricted stocks planned to vest in the corresponding assessment year for the incentive objects shall not be vested or deferred to the next period, and will become invalid. ”
After Tianjian’s audit, the company’s operating income growth rate and net profit growth rate in 2023 did not meet the performance assessment targets specified above, and the vesting conditions for the third vesting period were not met. Therefore, the company needs to impose restrictions on the unvested conditions for the third vesting period. Sex stocks shall be invalidated.

(2) The quantity to be voided this time
According to the “Proposal on the Voiding of the Partially Granted Second Class Restricted Stocks that Have Not Been Vested” passed at the 19th meeting of the company’s third board of directors and the 18th meeting of the third board of supervisors, audited by Tianjian, the company’s 2023 The operating income growth rate and net profit growth rate did not meet the performance assessment targets, and the company’s board of directors decided to invalidate 532,480 restricted shares that cannot be vested this time.

After verification, our lawyers believe that the reasons for the cancellation of some restricted stocks and the number of cancellations comply with the relevant provisions of the “Company Law”, “Securities Law”, “Equity Incentive Management Measures” and other laws, regulations, normative documents and the “Incentive Plan” .

3. Information disclosure on the invalidation of some restricted stocks this time
According to the company’s confirmation, the company will promptly announce the resolutions of the 19th meeting of the third board of directors, the resolutions of the 18th meeting of the third board of supervisors, and the independent directors in accordance with the relevant provisions of the “Equity Incentive Management Measures” and the GEM Stock Listing Rules. Opinions, verification opinions of the Board of Supervisors, “Beijing Jiaotong University Sinuo Technology Co., Ltd.’s Announcement on the Voiding of Part of the Second Class Restricted Stocks that have been Granted and Unvested” and other relevant documents related to the invalidation of part of the restricted stocks.

After verification, our lawyers believe that as of the date of issuance of this legal opinion, the company’s fulfilled information disclosure obligations are in compliance with the provisions of the “Equity Incentive Management Measures” and the GEM Stock Listing Rules. The company still needs to fulfill corresponding information disclosure obligations in accordance with relevant laws, regulations, and normative documents.

4. Conclusions
To sum up, our lawyers believe that as of the date of issuance of this legal opinion, the necessary approvals and authorizations have been obtained for the invalidation of some restricted stocks at this stage; the reasons and amounts for the invalidation of some restricted stocks comply with the ” The relevant provisions of the “Equity Incentive Management Measures” and “Incentive Plan”; the information disclosure obligations that the company has fulfilled are in compliance with the provisions of the “Equity Incentive Management Measures” and the GEM Stock Listing Rules, and the company still needs to continue to fulfill the corresponding statutory information disclosure obligations.

This legal opinion is made in triplicate.

(No text below)
(This page has no text, but is the stamped signature page of “Beijing Tianyuan Law Firm’s Legal Opinions on the Invalidation of Part of the Restricted Stocks in the 2021 Restricted Stock Incentive Plan of Beijing Jiaotong University Sinuo Technology Co., Ltd.”)

Beijing Tianyuan Law Firm (stamped)

principal:

Zhu Xiaohui

Handling lawyer (signature): Li Hua

He Baofei

year month day

Our firm’s address: No. 35, Financial Street, Xicheng District, Beijing, China
Unit 509, Tower A, International Enterprise Building, Postal Code: 100033

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