Shanghai Zechang law firm
About Shanghai W-Ibeda High Tech.Group Co.Ltd(688071)
Adjustment of restricted stock incentive plan in 2022
And restricted stock grants
Legal opinion
15 / F, Huishang building, No. 1286, Minsheng Road, Pudong New Area, Shanghai Post Code: 200135
Tel: 021-50430980 Fax: 021-50432907
February, 2002
Shanghai Zechang law firm
About Shanghai W-Ibeda High Tech.Group Co.Ltd(688071)
Adjustment of restricted stock incentive plan in 2022
And restricted stock grants
Legal opinion
Zechang Zheng Zi 2022-05-02-02 to: Shanghai W-Ibeda High Tech.Group Co.Ltd(688071)
Entrusted by Shanghai W-Ibeda High Tech.Group Co.Ltd(688071) (hereinafter referred to as ” Shanghai W-Ibeda High Tech.Group Co.Ltd(688071) ” or “the company”), the exchange has issued this legal opinion on the adjustment (hereinafter referred to as “this adjustment”) and restricted stock grant (hereinafter referred to as “this grant”) involved in the company’s 2022 restricted stock incentive plan (hereinafter referred to as “this incentive plan”).
The exchange and its handling lawyers shall, 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”), the Listing Rules of Shanghai Stock Exchange on the science and Innovation Board (hereinafter referred to as the “Listing Rules”), and the measures for the administration of equity incentive of listed companies (hereinafter referred to as the “administrative measures”) ”）Relevant laws and regulations, such as self regulatory guide No. 4 – disclosure of equity incentive information of listed companies on the science and Innovation Board (hereinafter referred to as “self regulatory guide No. 4”), administrative measures for law firms engaging in securities legal business, and practicing rules for securities legal business of law firms (for Trial Implementation) This legal opinion is issued in accordance with the Shanghai W-Ibeda High Tech.Group Co.Ltd(688071) articles of Association (hereinafter referred to as the “articles of association”) and other relevant provisions of the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”) and the facts that have occurred or exist before the issuance date of this legal opinion, in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry.
In order to issue this legal opinion, The lawyers of the firm reviewed the company’s restricted stock incentive plan for Shanghai W-Ibeda High Tech.Group Co.Ltd(688071) 2022 (Draft) (hereinafter referred to as the “incentive plan (Draft)”), the measures for the administration of the assessment of the implementation of the restricted stock incentive plan for Shanghai W-Ibeda High Tech.Group Co.Ltd(688071) 2022 (hereinafter referred to as the “assessment measures”) and the list of incentive objects of the restricted stock incentive plan for Shanghai W-Ibeda High Tech.Group Co.Ltd(688071) 2022 (hereinafter referred to as the “assessment measures”)“ The list of incentive plan objects, the relevant documents of the general meeting of shareholders, the meeting documents of the board of directors, the meeting documents of the board of supervisors, the independent opinions of independent directors and other documents deemed necessary to be reviewed by our lawyers have verified and verified the relevant facts. Declaration matters
1、 In accordance with the provisions of the securities law, the measures for the administration of securities legal business of law firms 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, the firm and its handling lawyers have strictly performed their statutory duties and followed the principles of diligence and good faith, Sufficient verification and verification have been carried out to ensure that the facts identified in this legal opinion are true, accurate and complete, the concluding opinions issued are legal and accurate, and there are no false records, misleading statements or major omissions, and bear corresponding legal liabilities.
2、 For the fact that this legal opinion is very important and cannot be supported by independent evidence, our lawyers rely on the copies of supporting documents, testimony or documents issued or provided by the company, other relevant units or relevant persons to issue this legal opinion.
3、 We have obtained the company’s guarantee that the original written materials, copies or oral testimony provided by the company to us for the issuance of this legal opinion are true, legal and effective, and there are no false records, misleading statements and major omissions; The relevant copy materials or copies provided by the company to the exchange are consistent with the original; The signature and seal of the documents and materials provided by the company are true, and the legal procedures required for such signature and seal have been performed and legally authorized; All oral statements and explanations of the company are consistent with the facts.
4、 This legal opinion is only for the purpose of this adjustment and this grant, and shall not be used for any other purpose.
5、 When the company’s legal notice or the CSRC’s legal opinion is quoted, it shall not be misinterpreted in whole or in part due to the legal opinion of the company.
6、 The exchange agrees to take this legal opinion as a necessary legal document for the company’s incentive plan, report or announce it together with other materials, and bear corresponding legal liabilities according to law.
Based on the above, in accordance with the provisions of relevant laws, regulations and normative documents, and in accordance with the recognized business standards, ethics and diligence spirit of the lawyer industry, our lawyers hereby issue the following legal opinions:
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1、 Approval and authorization of this adjustment and grant
According to the relevant meeting resolutions, the verification opinions of the board of supervisors, the opinions of independent directors and other documents provided by the company and the disclosed announcement, the company has performed the following procedures for the adjustment of the incentive plan and the first grant: (I) on January 24, 2022, the company held the 12th meeting of the third board of directors, The proposals related to this incentive plan, such as the proposal on the company’s 2022 restricted stock incentive plan (Draft) and its summary, the proposal on the measures for the implementation and assessment of the company’s 2022 restricted stock incentive plan, the proposal on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to the restricted stock incentive plan, and Proposal on convening the first extraordinary general meeting of the company in 2022.
(II) on January 24, 2022, the independent directors of the company expressed independent opinions on the proposal on the company’s 2022 restricted stock incentive plan (Draft) and its summary and on the scientificity and rationality of the indicators set in the company’s restricted stock incentive plan, and they unanimously agreed that the company would implement the equity incentive, And agreed to submit the relevant proposals of this incentive plan to the general meeting of shareholders of the company for deliberation.
(III) on January 24, 2022, the company held the 11th meeting of the third board of supervisors, The proposal on the company’s 2022 restricted stock incentive plan (Draft) and its summary, the proposal on the measures for the implementation and assessment of the company’s 2022 restricted stock incentive plan, and the proposal on verifying the list of incentive objects of the company’s 2022 restricted stock incentive plan were reviewed and approved.
On the same day, the company announced and issued the verification opinions of the Shanghai W-Ibeda High Tech.Group Co.Ltd(688071) board of supervisors on the company’s 2022 restricted stock incentive plan (Draft), and the board of supervisors unanimously agreed that the company would implement the 2022 restricted stock incentive plan.
(IV) from January 25, 2020 to February 3, 2022, the company publicized the names and positions of the incentive objects to be granted for the first time in the incentive plan within the company for a total of 10 days. As of the expiration of the publicity period, the board of supervisors of the company has not received any objection from any employee to the list of incentive objects to be granted for the first time in the incentive plan.
On February 10, 2022, the company announced and issued the announcement and verification opinions of the Shanghai W-Ibeda High Tech.Group Co.Ltd(688071) board of supervisors on the list of incentive objects granted for the first time in the company’s restricted stock incentive plan in 2022. The board of supervisors held that the persons listed in the list of incentive objects granted for the first time in this incentive plan met the conditions specified in relevant laws, regulations and normative documents, It meets the conditions of incentive objects specified in the incentive plan (Draft), and it is legal and effective as the incentive object of this restricted stock incentive plan.
(V) on January 25, 2022, the company announced the announcement on Shanghai W-Ibeda High Tech.Group Co.Ltd(688071) public solicitation of entrusted voting rights by independent directors, and Mr. Chen Qingping, the independent director of the company, reported to the company at the end of the transaction on the afternoon of February 8, 2022, All shareholders registered in China Securities Depository and Clearing Co., Ltd. Shanghai branch and having gone through the registration procedures for attending the meeting solicited the entrusted voting rights.
(VI) on February 15, 2022, the company held the first extraordinary general meeting of shareholders in 2022, The proposal on the company’s 2022 restricted stock incentive plan (Draft) and its summary, the proposal on the measures for the implementation and assessment of the company’s 2022 restricted stock incentive plan, and the proposal on submitting the general meeting of shareholders to authorize the board of directors to handle matters related to the restricted stock incentive plan were reviewed and approved, Authorize the board of directors of the company to determine the grant date of the incentive plan, authorize the board of directors to grant restricted shares to the incentive object when the incentive object meets the conditions, and handle all relevant matters.
(VII) according to the authorization of the general meeting of shareholders, on February 15, 2022, the company held the 13th meeting of the third board of directors, deliberated and adopted the proposal on adjusting the matters related to the incentive plan of restricted shares in 2022 and the proposal on granting restricted shares to incentive objects for the first time.
(VIII) on February 15, 2022, the independent directors of the company expressed their independent opinions on the proposal on adjusting the matters related to the incentive plan of restricted shares in 2022, and expressed their independent opinions on the proposal on granting restricted shares to incentive objects for the first time.
(IX) on February 15, 2022, the company held the 12th meeting of the third board of supervisors, deliberated and approved the proposal on adjusting the incentive plan for restricted stocks in 2022 and the proposal on granting restricted stocks to incentive objects for the first time.
In conclusion, our lawyers believe that as of the date of issuance of this legal opinion, this adjustment and grant has obtained the necessary authorization and approval at this stage, which is in line with the relevant provisions of the administrative measures, listing rules, self regulatory guide No. 4 and incentive plan (Draft).
2、 Specific contents of this adjustment
In order to better implement the equity incentive plan, combined with the actual situation of the company, one of the 17 incentive objects determined in the incentive plan (Draft) withdrew from the incentive plan. In view of this, according to the authorization of the first extraordinary general meeting of shareholders in 2022, on February 15, 2022, The 13th meeting of the third board of directors of the company deliberated and approved the proposal on adjusting matters related to the restricted stock incentive plan in 2022. The board of directors of the company adjusted the list of incentive objects and the number of rights and interests granted for the first time in the incentive plan according to the above proposal. After this adjustment, the number of incentive objects granted by the company’s restricted stock incentive plan for the first time was adjusted from 17 to 16, and the number of restricted shares granted for the first time was adjusted from 291200 shares to 177600 shares.
On the same day, the independent directors of the company expressed their independent opinions on the adjustment of the incentive plan, and believed that the adjustment of the list of incentive objects and the number of rights and interests granted for the first time in the incentive plan of the company complied with the provisions of the management measures and the incentive plan (Draft), the review procedure was legal and compliant, and there was no damage to the interests of the company and shareholders, It is agreed that the board of directors of the company will adjust the list of incentive objects granted for the first time and the number of rights and interests granted in this incentive plan.
On February 15, 2022, the company held the 12th meeting of the third board of supervisors, deliberated and adopted the proposal on adjusting the incentive plan of restricted stocks in 2022, The board of supervisors believes that the adjustment of the list of incentive objects and the number of rights and interests granted for the first time in the company’s incentive plan complies with the provisions of relevant laws and regulations such as the management measures and the relevant provisions of the incentive plan (Draft), and there is no situation that damages the interests of the company’s shareholders; The adjusted incentive object meets the conditions as an incentive object stipulated by relevant laws and regulations, and the subject qualification is legal and effective. The board of supervisors agrees that the company will adjust the list of incentive objects and the number of rights and interests granted for the first time in this incentive plan.
In addition to the above adjustments, other contents of the incentive plan implemented this time are consistent with the incentive plan deliberated and approved by the company’s first extraordinary general meeting of shareholders in 2022.
Our lawyers believe that this adjustment complies with the relevant provisions of laws, regulations and normative documents such as the administrative measures, listing rules, self regulatory guide No. 4 and the incentive plan (Draft).
3、 Date of this grant
(I) on February 15, 2022, the company held the first extraordinary general meeting of shareholders in 2022, deliberated and approved the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the restricted stock incentive plan, and the general meeting of shareholders authorized the board of directors to determine the grant date of the equity incentive plan.
(II) on February 15, 2022, the company held the 13th meeting of the third board of directors, deliberated and approved the proposal on granting restricted shares to incentive objects for the first time, and determined the grant date as February 15, 2022; The independent directors of the company expressed their independent opinions and believed that the grant date was in line with the administrative measures and other laws and regulations, as well as the relevant provisions on the grant date in the company’s incentive plan (Draft).
(III) on February 15, 2022, the company held the 12th meeting of the third board of supervisors, deliberated and approved the proposal on the first grant of restricted shares to incentive objects, considered that the grant date determined by the board of directors was in line with the relevant provisions on the grant date in the management measures, the incentive plan (Draft) and its summary, and agreed that the grant date was February 15, 2022.
(IV) it is verified that the grant date determined by the board of directors of the company is in the public domain
