On the adjustment of restricted stock and stock option incentive plan in Sunwoda Electronic Co.Ltd(300207) 2022
And matters related to the first grant
Legal opinion
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Guangdong Xinda law firm
About Sunwoda Electronic Co.Ltd(300207)
Adjustment of restricted stock and stock option incentive plan in 2022
And matters related to the first grant
Legal opinion
Xin Da Li Zi [2022] No. 007 to: Sunwoda Electronic Co.Ltd(300207)
Guangdong Xinda law firm (hereinafter referred to as “Xinda”) is entrusted by Sunwoda Electronic Co.Ltd(300207) (hereinafter referred to as “the company” or ” Sunwoda Electronic Co.Ltd(300207) “) to act as the special legal adviser of the company’s 2022 restricted stock and stock option incentive plan project (hereinafter referred to as “this incentive plan” or “this incentive plan”). In accordance 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 incentives”) Shenzhen Stock Exchange GEM Listing Rules (hereinafter referred to as the “Listing Rules”), Shenzhen Stock Exchange GEM listed companies self regulatory guide No. 1 – business handling (hereinafter referred to as the “self regulatory guide”) and other laws, regulations and normative documents, as well as the Sunwoda Electronic Co.Ltd(300207) articles of Association (hereinafter referred to as the “articles of association”) According to the relevant provisions of the Sunwoda Electronic Co.Ltd(300207) 2022 restricted stock and stock option incentive plan (hereinafter referred to as the “incentive plan”), the company issued a legal opinion on the matters related to the adjustment of the list of incentive objects and the number of awards (hereinafter referred to as the “adjustment”) and the first grant of the incentive plan (hereinafter referred to as the “grant”).
In order to issue this legal opinion, Cinda hereby makes the following statement:
1. This legal opinion is based on the relevant facts that have occurred or exist before the date of issuance of this legal opinion and the current laws, regulations and normative documents in China, and based on the understanding of Xinda lawyer on the relevant facts and the understanding of relevant laws, regulations and normative documents. For the fact that it is very important to issue this legal opinion and cannot be supported by independent evidence, Xinda lawyer relies on the supporting documents or oral and written statements issued by relevant government departments, companies, units or individuals.
2. Xinda lawyer has strictly performed legal duties, followed the principles of diligence and good faith, and fully verified the relevant facts involved in the implementation of the incentive plan, so as to ensure that there are no false records, misleading statements and major omissions in this legal opinion.
3. During the investigation for issuing this legal opinion, the company promises Xinda that it has provided Xinda lawyers with the necessary documents for issuing this legal opinion and made oral or written statements on relevant matters; Its documents and oral or written statements are true, accurate, complete and effective without any concealment, false records, misleading statements or major omissions; The copy materials or copies provided by them are consistent and consistent with their original materials or originals; The signatures and seals on the documents and materials provided by them are authentic, and have fulfilled the legal procedures necessary for signing such documents and materials and obtained legal authorization.
4. This legal opinion is only used by the company for the purpose of implementing this incentive plan. The company shall not use it for any other purpose without the written consent of Xinda.
5. Cinda agrees to take this legal opinion as a necessary legal document for this incentive plan, report and publicly disclose it together with other application materials, and bear corresponding legal liabilities for this legal opinion according to law. Based on the above statement, Xinda lawyer has legally verified and verified the relevant facts of the company’s implementation of the incentive plan in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, and issued this legal opinion.
1、 This adjustment and the approval and authorization granted this time
1. On January 19, 2022, the company held the 23rd Meeting of the 5th board of directors, The proposal on the company’s 2022 restricted stock and stock option incentive plan (Draft) and its summary, the proposal on the company’s assessment and management measures for the implementation of the 2022 restricted stock and stock option incentive plan, and the proposal on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to the company’s 2022 restricted stock and stock option incentive plan were reviewed and approved And other proposals related to this incentive plan. On the same day, the independent directors of the company issued independent opinions and agreed to implement the equity incentive plan.
2. On January 19, 2022, the company held the 23rd Meeting of the 5th board of supervisors, The proposal on the company’s 2022 restricted stock and stock option incentive plan (Draft) and its summary, the proposal on the company’s assessment and management measures for the implementation of the 2022 restricted stock and stock option incentive plan, and the proposal on verifying the list of incentive objects of the company’s 2022 fixed-term stock and stock option incentive plan were reviewed and approved And other proposals related to this incentive plan.
3. On January 21, 2022, the company announced the list of incentive objects of Sunwoda Electronic Co.Ltd(300207) 2022 restricted stock and stock option incentive plan on the website of Shenzhen Stock Exchange and the gem information disclosure media designated by China Securities Regulatory Commission.
4. On February 7, 2022, the board of supervisors of the company issued the verification opinions and publicity statement of the board of supervisors of Xinwang Electronics Co., Ltd. on the list of incentive objects of the restricted stock and stock option incentive plan in 2022, confirming that the company publicized the names and positions of incentive objects on its internal website for the period from January 20, 2022 to January 30, 2022, The publicity time shall not be less than 10 days; The board of supervisors of the company believes that the persons listed in the list of incentive objects of the company’s restricted stock and stock option incentive plan in 2022 meet the conditions specified in relevant laws, regulations and normative documents, meet the incentive object conditions specified in the incentive plan, and they are legal and effective as the incentive objects of the incentive plan.
5. On January 21, 2022, the company announced the announcement on the public solicitation of voting rights of Sunwoda Electronic Co.Ltd(300207) independent directors on the website of Shenzhen Stock Exchange and the gem information disclosure media designated by China Securities Regulatory Commission. Mr. Liu Zhengbing, the independent director, was the soliciter, Solicit voting rights from all shareholders of the company on the proposals related to the incentive plan considered at the second extraordinary general meeting of shareholders in 2022.
6. On February 11, 2022, The second extraordinary general meeting of the company in 2022 deliberated and approved the proposal on the company’s incentive plan for restricted stocks and stock options in 2022 (Draft) and its summary, the proposal on the management measures for the implementation and assessment of the company’s incentive plan for restricted stocks and stock options in 2022, and The proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company’s restricted stock and stock option incentive plan in 2022 and other proposals related to this incentive plan, and authorize the board of directors to handle matters related to this incentive plan.
7. According to the authorization of the general meeting of shareholders, on February 11, 2022, the 25th meeting of the Fifth Board of directors of the company deliberated and approved the proposal on adjusting the list and number of incentive objects of the incentive plan of restricted stocks and stock options in 2022 and the proposal on granting class II restricted stocks and stock options to incentive objects. It is agreed that the company will grant 8.234 million class II restricted shares to 2248 eligible incentive objects and 16.67 million stock options to 1049 eligible incentive objects on February 11, 2022 as the first grant date of class II restricted shares and stock options. The independent directors of the company express independent opinions and agree with the grant date, number of grants, number of grants, etc. determined by the company.
8. On February 11, 2022, the 25th meeting of the 5th board of supervisors of the company deliberated and approved the proposal on adjusting the list of incentive objects and the number of grants of the 2022 restricted stock and stock option incentive plan and the proposal on granting the second type of restricted stock and stock option to incentive objects, and verified the list of incentive objects after the adjustment of the incentive plan.
Xinda lawyer believes that as of the date of issuance of this legal opinion, the company has obtained the necessary approval and authorization for this adjustment and this grant at this stage, which is in line with the incentive management measures and other relevant laws, regulations and normative documents, as well as the provisions of the articles of association and incentive plan; This grant still needs to fulfill the obligation of information disclosure and handle the grant registration according to law.
2、 Details of this adjustment
According to the resolution of the 25th meeting of the 5th board of directors of the company, the incentive objects and the number of awards of the incentive plan are adjusted as follows:
Whereas among the 3306 incentive objects determined in the incentive plan, 6 incentive objects give up 6000 restricted shares granted by the incentive plan due to resignation or personal reasons, and 10 incentive objects give up 20000 stock options granted by the incentive plan due to resignation or personal reasons, the board of directors of the company shall, in accordance with the authorization of the general meeting of shareholders, Adjust the equity shares abandoned by the above 16 incentive objects. After the adjustment, the number of incentive objects was adjusted from 3306 to 3290, the number of restricted shares granted for the first time was adjusted from 8.24 million to 8.234 million, the number of stock options granted for the first time was adjusted from 16.69 million to 16.67 million, and the reserved number remained unchanged. In addition to the above adjustments, the incentive plan implemented by the company this time is consistent with the incentive plan deliberated and adopted at the second extraordinary general meeting of shareholders in 2022.
Xinda lawyer believes that this adjustment complies with the provisions of the incentive management measures and other relevant laws, regulations and normative documents, as well as the articles of association and incentive plan.
3、 Details of this grant
(I) date of this grant
1. According to the proposal on the company’s 2022 restricted stock and stock option incentive plan (Draft) > and its summary reviewed and approved by the company’s second extraordinary general meeting in 2022, and the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company’s 2022 restricted stock and stock option incentive plan, The general meeting of shareholders of the company has authorized the board of directors to determine the grant date of this incentive plan.
2. According to the proposal on granting class II restricted stocks and stock options to incentive objects deliberated and adopted at the 25th meeting of the Fifth Board of directors of the company, February 11, 2022 is determined as the first granting date of class II restricted stocks and the first granting date of stock options in this incentive plan.
3. According to the written confirmation of the company and the verification of Xinda lawyer, the grant date is within 60 days from the date when the incentive plan is reviewed and approved by the second extraordinary general meeting of shareholders in 2022, and it is not the following interval days listed in the incentive plan that shall not be used as the grant date:
(1) Within 30 days before the announcement of the company’s annual report and semi annual report, if the announcement date of the periodic report is delayed due to special reasons, it shall be calculated from 30 days before the original scheduled announcement date to 1 day before the announcement;
(2) Within 10 days before the announcement of the company’s quarterly report, performance forecast and performance express;
(3) From the date of major events that may have a great impact on the trading price of the company’s shares and derivatives or the date of entering the decision-making process to the date of disclosure according to law;
(4) Other periods prescribed by the CSRC and the stock exchange.
Xinda lawyer believes that the authorization date determined by the company complies with the provisions of the incentive management measures and other relevant laws, regulations, normative documents and the incentive plan.
(II) incentive object, quantity and price of this grant
According to the proposal on adjusting the list of incentive objects and the number of grants under the incentive plan of restricted stocks and stock options in 2022 and the proposal on granting class II restricted stocks and stock options to incentive objects deliberated and adopted at the 25th meeting of the Fifth Board of directors of the company, it is proposed to grant 8.234 million class II restricted stocks to 2248 incentive objects this time, The grant price is 19.60 yuan / share; It is proposed to grant 16.67 million stock options to 1049 incentive objects at a grant price of 39.19 yuan / share.
The independent directors of the company express their independent opinions and believe that the incentive objects of the incentive plan have the qualifications specified in the company law, the securities law and other laws, regulations and normative documents, meet the incentive object conditions specified in the incentive management measures and the listing rules, and meet the scope of incentive objects specified in the incentive plan and its summary of the company, As the incentive object of the company’s incentive plan, its subject qualification is legal and effective.
The board of supervisors of the company issued the verification opinions of the board of supervisors of Sunwoda Electronic Co.Ltd(300207) Co., Ltd. on the list of incentive objects granted by the company’s restricted stock and stock option incentive plan for the first time in 2022, and considered that the personnel listed in the list of incentive objects of the company’s restricted stock and stock option incentive plan in 2022 met the conditions specified in relevant laws, regulations and normative documents, If it meets the conditions of the incentive object specified in the incentive plan, it is legal and effective as the incentive object of the incentive plan.
Xinda lawyer believes that the incentive objects, quantity and price granted by the company this time comply with the provisions of incentive management measures and other relevant laws, regulations, normative documents and incentive plan.
(III) achievements of the grant conditions
Opinions of the 25th meeting of the independent board of supervisors The audit report [2021] No. zi10048 issued by Lixin Certified Public Accountants (special general partnership) and the internal control assurance report [2021] No. zi10051 issued by Lixin Certified Public Accountants (special general partnership), the written confirmation of the company, and the labor contract signed between the granted incentive object and the company or its subsidiaries by Xinda lawyer According to the certificate of social insurance participation and the written statement issued by the incentive object, neither the company nor the incentive object granted this time has the following circumstances, the granting of class II restricted shares and stock options specified in the incentive plan
