Guohao law firm (Jinan)
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Shandong Hi-Speed Road&Bridge Co.Ltd(000498) adjust the list of incentive objects of the stock option incentive plan, the number of options granted and the cancellation of some options, the achievement of exercise conditions in the third exercise period of stock options granted for the first time, and reserve the achievement of exercise conditions in the second exercise period of stock options
Legal opinion
February, 2002
Guohao law firm (Jinan)
About Shandong Hi-Speed Road&Bridge Co.Ltd(000498)
Adjust the list of incentive objects of the stock option incentive plan, the number of options granted and the cancellation of some options, the achievement of exercise conditions in the third exercise period of stock options granted for the first time, and reserve the achievement of exercise conditions in the second exercise period of stock options granted
Legal opinion
To: Shandong Hi-Speed Road&Bridge Co.Ltd(000498)
Guohao law firm (Jinan) (hereinafter referred to as "the firm") accepts the entrustment of Shandong Hi-Speed Road&Bridge Co.Ltd(000498) (hereinafter referred to as " Shandong Hi-Speed Road&Bridge Co.Ltd(000498) " and "the company"), in accordance with the company law of the people's Republic of China (hereinafter referred to as "the company law") and 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 "measures"), the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 - business handling (hereinafter referred to as the "regulatory guidelines"), the Trial Measures for the implementation of equity incentive by state-controlled listed companies (within China) (hereinafter referred to as the "Trial Measures"), and other relevant laws Regulations, rules, normative documents and the provisions of the articles of association of Shandong Hi-Speed Road&Bridge Co.Ltd(000498) (hereinafter referred to as the "articles of association"), served as the special legal adviser for Shandong Hi-Speed Road&Bridge Co.Ltd(000498) the implementation of the stock option incentive plan (hereinafter referred to as the "incentive plan") and adjusted the list of incentive objects of the incentive plan on Shandong Hi-Speed Road&Bridge Co.Ltd(000498) This legal opinion is issued on the number of options granted and the cancellation of some options (hereinafter referred to as "this adjustment"), the achievement of exercise conditions in the third exercise period of stock options granted for the first time, and the achievement of exercise conditions in the second exercise period of stock options reserved for grant (hereinafter referred to as "this exercise").
In accordance with the provisions of the securities law, the measures for the administration of law firms engaging in securities legal business and the rules for the practice of securities legal business of law firms (for Trial Implementation), as well as the facts that have occurred or exist before the date of issuance of this legal opinion, our lawyers have strictly performed their legal duties, followed the principles of diligence and good faith, and conducted full verification and verification, Ensure that the facts identified in this legal opinion are true, accurate and complete, that the concluding opinions issued are legal and accurate, and that there are no false records, misleading statements or major omissions, and bear corresponding legal liabilities.
The issuance of this legal opinion has been guaranteed by Shandong Hi-Speed Road&Bridge Co.Ltd(000498) : Shandong Hi-Speed Road&Bridge Co.Ltd(000498) has provided all the factual documents necessary for the issuance of this legal opinion to our lawyers, all documents are true, complete, legal and valid, all copies or copies of all documents are consistent with the original or the original, and the signatures and seals on all documents are true; And all facts and documents sufficient to affect the legal judgment made by our lawyers have been disclosed without any concealment, misleading or omission.
This legal opinion is only for the purpose of this adjustment and this exercise of the company, and shall not be used by any other person or for any other purpose.
Our lawyer agrees to take this legal opinion as the necessary legal document for the company's adjustment and exercise, report it together with other materials, and bear the responsibility for the legal opinion issued according to law.
The lawyers of the firm have verified and verified the relevant documents and facts provided by the company in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry. The legal opinions are as follows:
1、 Approval and authorization of this incentive plan
Upon the inspection of our lawyers, as of the date of issuance of this legal opinion, the company has performed the following legal procedures for this incentive plan:
1. On December 25, 2017, the company held the 14th meeting of the 8th board of directors and the 9th meeting of the 8th board of supervisors, deliberated and adopted the proposal on and its summary, the proposal on , and other relevant proposals. The independent directors of the company expressed independent opinions on matters related to the equity incentive plan of the company. The board of supervisors verified the list of some incentive objects granted for the first time in this option incentive plan.
2. On December 29, 2017, the state owned assets supervision and Administration Commission of the people's Government of Shandong Province issued the reply of the state owned assets supervision and Administration Commission of Shandong Province on the implementation of equity incentive for Shandong Hi-Speed Road&Bridge Co.Ltd(000498) to Shandong Hi-Speed Road&Bridge Co.Ltd(000498) controlling shareholder Shandong Hi-Speed Company Limited(600350) Group Co., Ltd. (Lu Guo Zi Ba Shi Zi [2017] No. 28), and agreed in principle to Shandong Hi-Speed Road&Bridge Co.Ltd(000498) implement the equity incentive plan.
3. On January 29, 2018, the company held the first extraordinary general meeting of shareholders in 2018 by combining on-site voting and online voting, and independent directors collected voting rights. The meeting deliberated and approved the proposal on and its summary, and the proposal on submitting the general meeting of shareholders to authorize the board of directors to handle matters related to the stock option incentive plan.
4. On February 6, 2018, the company held the 17th meeting of the 8th board of directors and the 10th meeting of the 8th board of supervisors, deliberated and adopted the proposal on matters related to the first grant of stock option incentive plan and other relevant proposals. Independent directors expressed independent opinions on relevant matters.
5. On March 14, 2018, the company completed the option grant registration of the stock option incentive plan and granted 10.085 million stock options to 137 incentive objects. Option abbreviation: mountain road jlc1, option Code: 037058.
6. On July 30, 2018, the company held the 20th meeting of the 8th board of directors and the 12th meeting of the 8th board of supervisors, deliberated and approved the proposal on adjusting the exercise price of stock option incentive plan and the proposal on adjusting the list of incentive objects, granting the number of options and canceling some options of stock option incentive plan, The exercise price of the company's stock option incentive plan for the first time was adjusted from 6.65 yuan / share to 6.59 yuan / share, the number of incentive objects was adjusted from 137 to 130, and the number of stock options granted but not exercised was adjusted from 10.085 million to 9.635 million. Independent directors expressed independent opinions on relevant matters.
7. On January 15, 2019, the 25th meeting of the 8th board of directors and the 17th meeting of the 8th board of supervisors of the company deliberated and approved the proposal on adjusting the list of incentive objects granted for the first time, the number of options granted and canceling some options in the stock option incentive plan and the proposal on reserved grants in the stock option incentive plan, The number of incentive objects granted by the company's stock option incentive plan for the first time was adjusted from 130 to 127, and the number of stock options granted but not exercised was adjusted from 9.635 million to 9.18 million.
It is agreed that the company will grant 375600 stock options to 4 incentive objects with January 15, 2019 as the reserved grant date of some stock options. Independent directors expressed independent opinions on relevant matters.
8. On February 20, 2019, the company completed the grant registration of the reserved part of the stock option incentive plan and granted 375600 stock options to 4 incentive objects. Option abbreviation: mountain road jlc2, option Code: 037072.
9. On October 15, 2019, the 36th meeting of the 8th board of directors and the 22nd Meeting of the 8th board of supervisors considered and approved the proposal on adjusting the exercise price of stock option incentive plan and the proposal on adjusting the name of incentive objects, the number of options granted for the first time and canceling some options in the stock option incentive plan, The exercise price of the first grant part of the company's stock option incentive plan was adjusted from 6.59 yuan / share to 6.52 yuan / share, the exercise price of the reserved grant part of stock options was adjusted from 5.52 yuan / share to 5.45 yuan / share, the number of incentive objects was adjusted from 127 to 119, and the number of options was adjusted from 9.18 million to 8.525 million, 655000 stock options were cancelled. Independent directors expressed independent opinions on relevant matters. 10. On March 12, 2020, the company held the 42nd meeting of the 8th board of directors and the 25th meeting of the 8th board of supervisors, deliberated and adopted the proposal on adjusting the list of incentive objects of the stock option incentive plan, granting the number of options and canceling some rights and interests. The number of incentive objects granted for the first time in the company's stock option incentive plan was adjusted from 119 to 118, The number of options granted for the first time was adjusted from 8.525 million to 8.45 million, and 75000 stock options were cancelled. The proposal on the achievement of the exercise conditions in the first exercise period of the first grant of some stock options in the company's stock option incentive plan was reviewed and approved. According to the relevant provisions of the stock option incentive plan (Draft), the exercise conditions in the first exercise period of the first grant of some stock options have been achieved, 118 incentive objects can apply for 3.38 million stock options in the first exercise period. Independent directors express independent opinions on relevant matters.
11. On June 22, 2020, the 50th meeting of the 8th board of directors and the 29th meeting of the 8th board of supervisors of the company deliberated and approved the proposal on adjusting the exercise price of the stock option incentive plan and the proposal on adjusting the list of incentive objects granted for the first time, the number of options granted and canceling some options in the stock option incentive plan, The number of incentive objects in the first grant part of the company's stock option incentive plan was adjusted from 118 to 113, the number of options in the first grant part was adjusted from 8.45 million to 7.955 million, the exercise price of the first grant part of equity options was adjusted from 6.52 yuan / share to 6.44 yuan / share, and the exercise price of the reserved grant part was adjusted from 5.45 yuan / share to 5.37 yuan / share. Independent directors of the company expressed independent opinions.
12. On June 23, 2020, the company held the first meeting of the ninth board of directors and the first meeting of the ninth board of supervisors, deliberated and approved the proposal on adjusting the list of some incentive objects granted by the stock option incentive plan for the first time, the number of options granted and canceling some options. The number of incentive objects granted by the stock option incentive plan for the first time was adjusted from 113 to 112, The number of options granted for the first time was adjusted from 7.955 million to 7.765 million, and 190000 stock options were cancelled. The independent directors of the company expressed independent opinions.
13. On February 22, 2021, the 14th meeting of the ninth board of directors and the 8th meeting of the ninth board of supervisors considered and approved the proposal on adjusting the list of incentive objects granted for the first time in the stock option incentive plan, the number of options granted and canceling some options. The number of incentive objects granted for the first time in the stock option incentive plan of the company was adjusted from 112 to 109, The number of options granted for the first time was adjusted from 7.765 million to 7.57 million, and 195000 stock options were cancelled. The proposal on cancellation of stock option incentive plan for the first time granting part of stock options that have expired but not exercised in the first exercise period was reviewed and approved, and a total of 3.028 million stock options that have expired but not exercised in the first exercise period were cancelled, The proposal on the achievement of exercise conditions in the second exercise period of the first grant part of the company's stock option incentive plan and the proposal on the achievement of exercise conditions in the first exercise period of the reserved grant part of the company's stock option incentive plan were reviewed and approved. According to the relevant provisions of the stock option incentive plan (Draft), The exercise conditions of the second exercise period of some stock options granted for the first time have been met, and the number of stock options that 109 incentive objects can apply for exercise in the second exercise period of some stock options granted for the first time is 2271000; The exercise conditions for the first exercise period of the reserved grant part of the stock options have been met, and the number of stock options that four incentive objects can apply for exercise in the first exercise period of the reserved grant part is 187800. Independent directors of the company expressed independent opinions.
14. On July 22, 2021, the company held the 24th Meeting of the 9th board of directors and the 13th meeting of the 9th board of supervisors, deliberated and adopted the proposal on canceling some options of the stock option incentive plan and the proposal on adjusting the exercise price of the stock option incentive plan, The number of incentive objects granted by the company's stock option incentive plan for the first time was adjusted from 109 to 108, the number of options granted without exercise was adjusted from 4.542 million to 4.506 million, 36000 stock options were cancelled, and the exercise price of stock options granted for the first time was adjusted from 6.44 yuan / share to 6.34 yuan / share, The exercise price of stock options reserved for grant was adjusted from 5.37 yuan / share to 5.27 yuan / share. Independent directors expressed independent opinions on relevant matters.
15. On February 14, 2022, the company held the 31st meeting of the 9th board of directors and the 18th meeting of the 9th board of supervisors, deliberated and approved the proposal on canceling the stock option incentive plan for the first time to grant part of the stock options that have expired but not exercised in the second exercise period, and cancelled a total of 710500 stock options that have expired but not exercised in the second exercise period, The proposal on adjusting the list of some incentive objects granted for the first time in the stock option incentive plan, the number of options granted and canceling some options was reviewed and adopted. The number of incentive objects granted for the first time in the stock option incentive plan of the company was adjusted from 108 to 106, involving those granted but not exercised
The number of stock options was adjusted from 2253000 to 2208000 and 45000 were cancelled. The proposal on the achievement of exercise conditions in the third exercise period of the first grant of the company's stock option incentive plan and the proposal on the achievement of exercise conditions in the second exercise period of the reserved grant of the company's stock option incentive plan were reviewed and approved, According to the relevant provisions of the stock option incentive plan (Draft), the exercise conditions for the first grant of some stock options in the third exercise period have been met, and the number of stock options that 106 incentive objects can apply for exercise in the third exercise period of the first grant is 2208000; Reserved grant
