Trillion Market Capitalization is not a Dream

"Trillion market capitalization is not a dream ()"

Tao Wuming, President of the First Business Unit, paused and continued: "Then the signing of their settlement procedures will only be formalized after the completion acceptance of the original contract.

In this way, after the two troubled companies set an example of sabotaging cooperation, other suppliers took the initiative to express their willingness to work with the company to overcome difficulties and tide over the difficulties in order not to lose our big customer, Western Construction Co., Ltd.

We asked the company to spend nearly 2 million yuan in progress payment, and asked more suppliers to help us advance nearly 80 million yuan in project funds, achieving a capital leveraging ratio of one to forty times.

Saved additional working capital of 78 million yuan for the company.

Therefore, boss, our first business department took the initiative to consider the issue of the company's capital operating pressure and made reasonable work arrangements in advance.

Quietly extinguishing the flames of crisis in each operation, without causing any damage to the normal operation of the company. "

Bai Qingting realized that she could no longer ask too many questions about Tao Wuming, the president of the first business unit, at such a very important conference.

Bai Qingting: "Mr. Tao's report is very exciting, please sit down.

Let us give warm applause to thank Mr. Tao for his wonderful report. "

There was warm applause in the conference room.

Bai Qingting: "Lei Chun of the Second Business Department collected 80 million yuan, with a collection rate of 80%.

Everyone applauded and encouraged. "

There was a sound in the conference room.

Bai Qingting: "Song Zhiyuan of the Fifth Business Department collected 261 million yuan, and the collection rate was an astonishing 90%.

Let us give warm applause to welcome Song Zhiyuan, President of the Fifth Business Unit, to share with us the secret of such a high collection rate. "

The core members of the Fifth Business Department followed Bai Qingting's request and took the lead in applauding.

Song Zhiyuan, President of the Fifth Business Unit, stood up, turned around and smiled at everyone and said humbly: "Actually, there is no special secret to the high collection rate of our business unit.

My habit is to ask everyone to report the amount they should normally receive, and then, based on this and the actual situation of completed output value, adjust their planned collection amount by 20%, and then let everyone implement it.

During the actual implementation process, the average collection rate increased by 15% compared with the theoretical value.

In particular, Zhao Manfu, the person in charge of the Nanhai area, managed the Nanshan project, which could normally collect 20 million yuan this time, but miraculously achieved a good result of 34.868 million yuan. The extra recovery of 14.868 million yuan accounted for 5.1% of the entire business unit's output value of 290 million yuan. In other words, the good collection work of the Nanshan project increased the collection rate of the entire fifth business unit to 5.1%. "

Bai Qingting: "Mr. Song, this Nanshan project was originally a bad project of the whole company, but now it has become an excellent project that can collect payment in advance?"

Song Zhiyuan, President of the Fifth Business Unit, replied: “Yes, Boss Bai.

This thing also exceeded my expectations. "

Bai Qingting: "According to the spirit of our meeting notice, all the production leaders should be here.

Mr. Song, did the production manager of the Nanhai area you mentioned, Zhao Manfu, come to the meeting? "

Song Zhiyuan, president of the fifth business unit, replied: "Boss Bai, Zhao Manfu, the production manager of the Nanhai area, is here."

Bai Qingting: "Okay.

I saw Zhao Manfu.

Come, Mr. Zhao, please say a few words.

Yes, please ask the venue service staff to hand the microphone to Zhao Manfu immediately. "

Bai Qingting preached to the assistant at the venue.

Zhao Manfu took the microphone handed over by the service staff at the venue and said: "Thank you, Boss Bai, for giving me the opportunity to report.

Thank you to Mr. Song, President of our Fifth Business Unit, for your care.

Regarding the process of achieving over-collection of the Nanshan project, it is not an exaggeration to describe it as thrilling.

If you were making a movie, you should be able to make a Kung Fu movie that lasts a few hours.

On this important meeting occasion, I would like to briefly report to you the main process of achieving excess collection:

1. Declaration of progress output value: Business calculations show that the actual completed output value is only 25 million yuan.

You can receive progress payment at 80%, which is 20 million yuan. But the verbal collection instructions given to me by Mr. Song were 33 million yuan.

The difference between the two data is very large, and I don’t know the details of how it was processed.

I only remember that the output value was finally confirmed at 46 million yuan, and the amount received into the account of the general contractor, Huatie, was 36.8 million yuan. The amount collected by the general contractor Huatie and returned to the account of Western Construction Co., Ltd. was 34.868 million yuan.

The actual amount of 34.868 million yuan received into the company account was 1.868 million yuan more than the collection target of 33 million yuan set by Mr. Song. "

Bai Qingting: "Okay, thank you for your hard work. Mr. Zhao explained the main process of overcollecting the project payment.

But I'm still curious, how did you achieve an on-site output value of 25 million yuan, but signed back an output value of 46 million yuan.

Mr. Zhao, you didn’t quite understand the detailed process just now, did you? "

Zhao Manfu replied: "Yes, Boss Bai, I don't know the details."

Bai Qingting: "Mr. Zhao, is there anyone in the team you came to meet with today who knows the details of this production value confirmation?"

Zhao Manfu replied: "Yes, he is Zhang Yunqing, my regional business manager."

Zhang Yunqing replied: "..."

Bai Qingting talked about the "First Phase Stock Option Incentive Plan (Draft) of Western Construction Co., Ltd." provided by the lawyer

Kyoto City Junbisheng Law Firm

About "Occidental Construction Co., Ltd. First Phase Stock Option Incentive Plan"

(Draft)" Legal Opinion

Western Construction Co., Ltd.:

Kyoto Junbisheng Law Firm (hereinafter referred to as the "firm") is a law firm qualified to engage in legal business. Our firm accepts the entrustment of Western Construction Co., Ltd. (the "Company" or "Western Construction") to advise on the "Occidental Construction Co., Ltd. First Phase Stock Option Incentive Plan (Draft)" (hereinafter referred to as the "Incentive Plan (Draft)") and Act as a special legal advisor on related matters (hereinafter referred to as the "Incentive Plan" or "This Incentive Plan") and issue this legal opinion.

This legal opinion is based on 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 China Securities Regulatory Commission (hereinafter referred to as the "Securities Law"). "China Securities Regulatory Commission") "Measures for the Administration of Equity Incentives of Listed Companies (Trial)" (hereinafter referred to as the "Management Measures"), "Memorandum No. 1 on Matters Related to Equity Incentives" (hereinafter referred to as "Memorandum No. 1"), "Memorandum No. 1" for Equity Incentives

Memorandum No. 2 on Matters Related to Incentives" (hereinafter referred to as "Memorandum No. 2") and "Matters Related to Equity Incentives"

Memo No. 3" (hereinafter referred to as "Memo No. 3") and other laws, regulations and normative documents.

In accordance with the requirements of relevant laws and regulations and the company's entrustment, our lawyers reviewed the legal compliance of this incentive plan, the legal procedures for implementation, information disclosure, and the impact of this incentive plan on the interests of the company and all shareholders, and other matters, and Based on our lawyers' understanding of the relevant facts and the law, we issue legal opinions on the facts that have occurred and existed before the date of issuance of this legal opinion. Our firm is only concerned with this incentive plan

express opinions on relevant legal issues and do not express opinions on non-legal professional matters such as accounting and auditing. Our firm does not have the appropriate qualifications to verify and evaluate such content.

In order to issue this legal opinion, our lawyers have verified the relevant documents and their copies provided by the company, and based on the following guarantee made by the company to our lawyers: the company has provided the necessary, true and complete information necessary to issue this legal opinion. Original written materials, copies of materials or oral testimony, there are no omissions or concealments in these documents; all documents provided and facts stated are true, accurate and complete; documents provided by the company and the signatures and seals on the documents All are authentic; the copies or photocopies provided by the company are exactly the same as the originals.

This legal opinion will take effect after it is signed by the firm's handling lawyer and stamped with the firm's official seal. It can only be used by the company for this incentive plan and may not be used for any other purpose. Our lawyers agree that the company will use this legal opinion as an integral part of the application materials for this incentive plan, and will be responsible for the legal opinions issued in accordance with the law.

Our lawyers have verified and verified the documents and relevant facts provided by the company in accordance with the relevant legal provisions and the recognized business standards, ethics and diligence of the Chinese lawyer industry, and hereby issue this legal opinion as follows:

1. Legality and compliance of this incentive plan

(1) Qualifications of entities implementing this incentive plan

According to the "Business Enforcement of Enterprise Legal Persons" issued by the Kyoto Municipal Administration for Industry and Commerce on January 3, 2008

(Registration No.: 1100000041XXXXX), the company is a joint-stock limited company (listed, natural person investment or holding) established on September 12, 2001.

According to the written explanation provided by the company and due verification by our lawyers, as of the date of issuance of this legal opinion, the company’s joint-stock company listed on the Shenzhen Stock Exchange does not need to be terminated in accordance with laws, regulations and the Articles of Association. ; There is no situation where a certified public accountant has issued a negative opinion or an audit report in which an opinion cannot be expressed on the financial accounting report of the most recent fiscal year, nor has there been any administrative penalty imposed by the China Securities Regulatory Commission due to major violations of laws and regulations in the recent year.

Based on the above, the company is a validly existing listed company, does not have the circumstances that prohibit the implementation of incentive plans as stipulated in Article 7 of the "Administrative Measures", and has the qualifications to implement incentive plans.

(2) Subject qualifications of incentive objects

1. Scope of incentive objects

According to the "Incentive Plan (Draft)", the incentive targets of this incentive plan are the company's key middle-level managers, a total of 75 people. The list of incentive targets is detailed in Appendix 1 of this legal opinion. According to the relevant documents provided by the company and due verification by our lawyers, the incentive objects have been confirmed by the company's board of directors and verified by the company's supervisory board.

2. Subject qualifications of incentive objects

According to the relevant documents provided by the company and due verification by our lawyers, the incentive targets are all Chinese nationals and have full capacity for civil conduct; the incentive targets have not been publicly condemned or declared as inappropriate personnel by the stock exchange in the past three years. Those who have been administratively punished by the China Securities Regulatory Commission for major violations of laws and regulations in the past three years are not prohibited from serving as directors, supervisors and senior managers of the company as stipulated in the Company Law; the incentive targets do not include independent directors and supervisors of the company, and Including major shareholders or actual controllers who hold more than 5% of the company's shares.

According to the written documents provided by the company and due verification by our lawyers, the incentive recipients have not participated in the stock option incentive plans of any other listed companies other than the company.

In summary, the incentive objects and the confirmation and verification methods of the incentive objects are in compliance with the provisions of Article 8 of the "Administrative Measures", Articles 2 and 7 of "Memorandum No. 1" and Article 1 of "Memorandum No. 2".

(3) Fund sources of incentive objects

According to the "Incentive Plan (Draft)", the incentive objects shall raise funds by themselves according to the sources of exercise funds stipulated in this incentive plan. The company shall not provide loans or any other form of financial assistance to the incentive objects to obtain relevant stock options in accordance with the stock option incentive plan. funding, including guarantees for its loans.

Accordingly, the source of funds for the incentive objects determined in this incentive plan complies with the provisions of Article 10 of the "Administration Measures".

(4) Source and number of stocks involved in this incentive plan

According to the "Incentive Plan (Draft)", the company granted incentive objects 2 million stock options. Each stock option has the right to purchase one Western Construction stock at the exercise price and exercise conditions on the exercise date within the validity period of the incentive plan. After the incentive plan is approved, the company will issue 2 million company shares to the incentive targets as the source of shares for this incentive plan. The total number of stock options to be granted under this incentive plan is 2 million, and the number of underlying stocks involved accounts for 2.66% of the company's total share capital of 75,121,950 shares. The type of underlying stocks involved is RMB A-share ordinary shares. The total number of shares involved in the cumulative stock options granted to any incentive subject shall not exceed 1% of the company's total share capital.

Accordingly, the source of stocks involved in this incentive plan complies with the provisions of Articles 2 and 11 of the "Administrative Measures", and the number of stocks involved in this incentive plan complies with the provisions of Article 12 of the "Administrative Measures".

(5) Main contents of the incentive plan

After verification by our lawyers, the "Incentive Plan (Draft)" consists of 14 parts, including: "The purpose of implementing the incentive plan", "The management organization of the stock option incentive plan", "The basis and scope of the incentive objects", " Source and number of shares of the stock option incentive plan", "Allocation of stock options", "Validity period of the incentive plan, grant date, vesting date, lock-up period of the underlying stock", "Stock option exercise price and determination of the exercise price" "Methods", "Conditions for granting and exercising stock options", "Financial calculations for implementing equity incentives", "Adjustment methods and procedures for incentive plans", "Stock option granting procedures and incentive object exercise procedures", "Company "Rights and Obligations of Incentive Objects", "Changes, Terminations and Other Matters of the Incentive Plan" and "Others", which cover various contents required to be stipulated or explained in the incentive plan in Article 13 of the "Administrative Measures" , and clearly explains the accounting treatment method for equity incentives, calculates and lists the impact of the implementation of the equity incentive plan on the performance of each period, and does not set the incentive objects that can accelerate the exercise of rights or unlock in advance when the listed company undergoes changes in control, mergers, divisions, etc. terms.

Accordingly, the main content of this incentive plan complies with Article 13 of the "Administrative Measures" and "Memo No. 3"

The provisions of Articles 2 and 4.

(6) Grant and exercise of stock options 1. Transferability of stock options

According to the "Incentive Plan (Draft)", stock options granted to incentive targets may not be transferred or used to guarantee or repay debts.

2. Validity period and vesting date of stock options

According to the "Incentive Plan (Draft)", the validity period of this incentive plan is six years from the date of grant of stock options. The stock options granted under this incentive plan can be exercised 12 months after the date of grant.

3. Exercise in installments

According to the "Incentive Plan (Draft)", incentive objects should exercise their options in installments according to the arrangements stipulated in this incentive plan. Incentive objects must exercise their options within the validity period of the options. After the validity period of the incentive plan ends, the stock options that have been granted but have not yet been exercised will May not exercise power.

4. Exercise price of stock options

According to the "Incentive Plan (Draft)", the exercise price of the stock options granted this time is 129.98 yuan. The determination method is as follows: the exercise price of the granted stock options is the higher of the following two prices: 1. The closing price of Occidental Construction stock on the trading day before the draft summary of the stock option incentive plan is announced: 129.98 yuan; 2. The average closing price of Western Construction's shares in the 30 trading days before the draft summary of the stock option incentive plan was announced: 109.15 yuan.

5. Adjustment of stock options

According to the "Incentive Plan (Draft)", if Occidental Construction has matters such as converting capital reserve funds into shares, distributing stock dividends, stock splits, allotments or stock reductions before exercise, the number and exercise price of the stock options should be determined.

The exercise price of the granted stock options shall be the higher of the following two prices: 1. The closing price of Occidental Construction stock on the trading day before the summary of the stock option incentive plan is announced: 129.98 yuan; 2. The draft stock option incentive plan The average closing price of Western Construction stocks in the 30 trading days before the summary is announced: 109.15 yuan.

5. Adjustment of stock options

According to the "Incentive Plan (Draft)", if Occidental Construction has matters such as converting capital reserve funds into shares, distributing stock dividends, stock splits, allotments or stock reductions before exercise, the number and exercise price of the stock options should be determined.

The exercise price of the granted stock options shall be the higher of the following two prices: 1. The closing price of Occidental Construction stock on the trading day before the summary of the stock option incentive plan is announced: 129.98 yuan; 2. The draft stock option incentive plan The average closing price of Western Construction stocks in the 30 trading days before the summary is announced: 109.15 yuan.

5. Adjustment of stock options

According to the "Incentive Plan (Draft)", if Occidental Construction has matters such as converting capital reserve funds into shares, distributing stock dividends, stock splits, allotments or stock reductions before exercise, the number and exercise price of the stock options should be determined.

The exercise price of the granted stock options shall be the higher of the following two prices: 1. The closing price of Occidental Construction stock on the trading day before the summary of the stock option incentive plan is announced: 129.98 yuan; 2. The draft stock option incentive plan The average closing price of Western Construction stocks in the 30 trading days before the summary is announced: 109.15 yuan.

5. Adjustment of stock options

According to the "Incentive Plan (Draft)", if Occidental Construction has matters such as converting capital reserve funds into shares, distributing stock dividends, stock splits, allotments or stock reductions before exercise, the number and exercise price of the stock options should be determined.

The exercise price of the stock options granted is the following two prices.