about
Shenzhen Kingdom Sci-Tech.Ltd(600446)
Termination of 2020 stock option incentive plan
And cancellation of stock options granted but not yet exercised
Legal opinion
11th and 12th floors, Taiping finance building, 6001 Yitian Road, Futian District, Shenzhen, China postcode: 518017
11-12 / F, Taiping finance tower, Yitian road no.6001, Futian District, Shenzhen 518017 Tel: (0755) 88265288 Fax: (0755) 88265537
Email (e-mail): [email protected]. Website: www.shujin.com cn.
catalogue
interpretation…… Section I introduction of legal opinion Section 2 body of legal opinion three
1、 About the approval, authorization and implementation of this incentive plan three
2、 Details of this termination five
3、 This termination of the outstanding procedures six
4、 Concluding observations 7 i
Guangdong Xinda law firm
About Shenzhen Kingdom Sci-Tech.Ltd(600446)
Termination of 2020 stock option incentive plan
Legal opinion on cancellation of stock options granted but not yet exercised
Xin Da Li Zi [2022] No. 010 to: Shenzhen Kingdom Sci-Tech.Ltd(600446)
Guangdong Xinda law firm (hereinafter referred to as “Xinda”) is entrusted by your company to act as the special legal adviser for your company to implement the 2020 stock option incentive plan. In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of equity incentive of listed companies and other relevant laws, regulations and normative documents and the provisions of the Shenzhen Kingdom Sci-Tech.Ltd(600446) articles of association, This legal opinion is issued on your company’s termination of 2020 stock option incentive plan and cancellation of granted but not exercised stock options. ii
interpretation
In this legal opinion, unless otherwise explained or explained in the context, the abbreviations used below represent the following full names or meanings respectively:
Abbreviation full name or meaning
Company refers to Shenzhen Kingdom Sci-Tech.Ltd(600446) or Shenzhen Jinzheng Technology Co., Ltd. and its consolidated statement subsidiaries
This incentive plan refers to the 2020 stock option incentive plan of the company
Incentive plan refers to the 2020 stock option incentive plan of Shenzhen Jinzheng Technology Co., Ltd. approved by the fifth extraordinary general meeting of shareholders in 2020
Stock option refers to the right granted by the company to the incentive object to purchase a certain number of shares of the company at a predetermined price and conditions in a certain period of time in the future according to the incentive plan
Incentive objects refer to the senior managers, core managers and core technical (business) personnel of the company who have been granted stock options for the first time in accordance with the provisions of this incentive plan
This termination refers to the company’s plan to terminate this incentive plan, which was deliberated and approved at the second meeting of the seventh board of directors in 2022
Refers to the legal opinion of Guangdong Xinda law firm on the termination of 2020 stock option incentive plan and cancellation of stock options granted but not exercised by Shenzhen Jinzheng Technology Co., Ltd
Company Law refers to the company law of the people’s Republic of China
Securities Law refers to the securities law of the people’s Republic of China
The Administrative Measures refer to the administrative measures for equity incentive of listed companies
Articles of association means the Shenzhen Kingdom Sci-Tech.Ltd(600446) articles of association
CSRC refers to the China Securities Regulatory Commission
Stock exchange refers to Shenzhen Stock Exchange and Shanghai Stock Exchange
Xinda refers to Guangdong Xinda law firm
Xinda lawyer refers to Xinda handling lawyer
Means the lawful currency of the people’s Republic of China (means China, for the purpose of the legal opinion, excluding Taiwan, Hong Kong and Macao Special Administrative Regions), RMB
Cinda is a law firm registered in China and qualified to practice. It is qualified to provide legal opinions under the legal opinion on the understanding and application of Chinese laws, administrative regulations and normative documents.
Cinda issued legal opinions based on the current effective laws, regulations and normative documents in China as of the date of issuance of the legal opinion, as well as the understanding of the relevant facts involved in this incentive plan.
Xinda lawyers only express legal opinions based on the facts that have occurred or exist before the date of issuance of the legal opinion and the current laws, regulations and normative documents in China. For the facts related to the issuance of the legal opinion that cannot be independently supported, Xinda lawyer relies on the materials issued by relevant government departments and companies or relevant materials with evidentiary nature to express legal opinions.
The company has made a commitment to Xinda, and it has provided Xinda with authentic and effective original written materials, copies, copies, written statements or oral testimony and other documents necessary for issuing the legal opinion; Ensure that the documents and statements provided by it are true and complete; The signature and seal on the original document are authentic, and the copy and copy are consistent with the original and the original; All facts and documents sufficient to affect this incentive plan have been disclosed to Cinda, and there are no concealments, omissions, false records and misleading statements.
The legal opinion is only for the purpose of the company’s implementation of this incentive plan, and shall not be used for any other purpose without the prior written permission of Xinda.
Cinda agrees to take the legal opinion as one of the necessary legal documents of the company’s incentive plan, report or publicly disclose it together with other application materials, and bear corresponding legal liabilities for the legal opinion issued in accordance with the law.
In accordance with the requirements of relevant laws and regulations and in accordance with the business standards, ethics and diligence recognized by the Chinese lawyer industry, Cinda has verified and verified the relevant facts involved in the company’s incentive plan and issued the legal opinion.
Section II body of legal opinion
1、 Approval, authorization and implementation of this incentive plan
（1） Approval and authorization of this incentive plan
1. August 21, 2020, The 8th meeting of the 6th board of directors in 2020 deliberated and approved the proposal on the company’s 2020 stock option incentive plan (Draft) and its summary, the proposal on the measures for the administration of the implementation and assessment of the 2020 stock option incentive plan, and the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company’s stock option incentive plan In the proposal on convening the fifth extraordinary general meeting of shareholders in 2020, the independent directors of the company expressed their independent opinions on matters related to the incentive plan.
2. On August 21, 2020, the sixth meeting of the sixth board of supervisors of the company in 2020 deliberated and approved the proposal on the company’s 2020 stock option incentive plan (Draft) and its summary, the proposal on , and the proposal on the list of incentive objects of the company’s 2020 stock option incentive plan.
3. On August 22, 2020, the company posted on its official website (www.szkingdom. Com.) And the company publicized the list of incentive objects of Shenzhen Kingdom Sci-Tech.Ltd(600446) 2020 stock option incentive plan, including the names, positions and other information of incentive objects. The publicity period is from August 22, 2020 to September 7, 2020. During the publicity period, the company did not receive any objection about the incentive objects, and disclosed the instructions of the Shenzhen Kingdom Sci-Tech.Ltd(600446) board of supervisors on the review and publicity of the list of incentive objects of the company’s 2020 stock option incentive plan on September 9, 2020.
4. The company conducted a self-examination on the trading of the company’s shares by insiders of the incentive plan, and disclosed the Shenzhen Kingdom Sci-Tech.Ltd(600446) self-examination report on the trading of the company’s shares by insiders of the company’s 2020 stock option incentive plan on September 12, 2020.
5. On September 16, 2020, The fifth extraordinary general meeting of the company in 2020 deliberated and approved the proposal on the company’s 2020 stock option incentive plan (Draft) and its summary, the proposal on , and the proposal on submitting the general meeting of shareholders to authorize the board of directors to handle matters related to the company’s stock option incentive plan, Approve the company to implement this incentive plan and authorize the board of directors of the company to handle relevant matters of this incentive plan.
（2） Implementation of this incentive plan
1. On October 29, 2020, according to the incentive plan and the authorization of the fifth extraordinary general meeting of the company in 2020 to the board of directors, the company held the fourth meeting of the seventh board of directors in 2020 and the fourth meeting of the seventh board of supervisors in 2020, and deliberated and adopted the proposal on granting stock options to the incentive objects of the 2020 stock option incentive plan. The independent directors of the company have expressed their independent opinions on the above matters, and the board of supervisors has reviewed the list of incentive objects granted stock options this time, and has expressed clearly agreed audit opinions on the granting of the incentive plan.
2. On November 10, 2020, the company disclosed the announcement on the completion of the grant registration of the 2020 stock option incentive plan, and the company has completed the registration of the first grant of stock options in the incentive plan in Shanghai Branch of China Securities Depository and Clearing Co., Ltd. on November 6, 2020.
3. On June 4, 2021, according to the incentive plan and the authorization of the company’s fifth extraordinary general meeting in 2020 to the board of directors, the company held the fifth meeting of the seventh board of directors in 2021 and the third meeting of the seventh board of supervisors in 2021, deliberated and adopted the proposal on granting reserved rights and interests of 2020 stock option incentive plan to incentive objects, The independent directors of the company expressed their independent opinions, and the board of supervisors reviewed and issued audit opinions on matters related to the grant of reserved rights and interests in this incentive plan.
4. On July 8, 2021, the company disclosed the announcement on the completion of the grant registration of reserved stock options in 2020 stock option incentive plan. The company has completed the registration of reserved stock options in this incentive plan in Shanghai Branch of China Securities Depository and Clearing Co., Ltd. on July 6, 2021.
5. On December 24, 2021, according to the incentive plan and the authorization of the fifth extraordinary general meeting of shareholders in 2020 to the board of directors, the company held the 12th meeting of the seventh board of directors in 2021 and the 7th Meeting of the seventh board of supervisors in 2021, The proposal on the adjustment of the exercise price of the 2020 stock option incentive plan, the proposal on the cancellation of some granted but not exercised stock options in the 2020 stock option incentive plan, and the proposal on the completion of the exercise conditions in the first exercise period of the 2020 stock option incentive plan were reviewed and approved. The independent directors of the company expressed their independent opinions, The board of supervisors expressed clear opinions on the above matters. In conclusion, Cinda believes that as of the date of issuance of the legal opinion, the company has obtained the necessary approval and authorization for the implementation of this incentive plan at this stage, which is in line with the relevant provisions of the company law, the securities law, the management measures, the articles of association and the incentive plan.
2、 Details of this termination
（1） Reasons for this termination
According to the resolution of the second meeting of the seventh board of directors in 2022 held on February 15, 2022, “Since the implementation of this incentive plan, the company has successively introduced a number of core managers to participate in the company’s operation. The existing incentive plan fails to cover the newly introduced key personnel, and does not match the five-year development plan and objectives formulated by the company. If the stock option incentive plan is continued, it will be difficult to achieve the expected incentive purpose and effect. In order to protect the interests of the company and all shareholders After careful demonstration, the company plans to terminate the implementation of the 2020 stock option incentive plan and cancel all 14.5625 million stock options granted but not yet exercised. “
（2） The procedure that has been performed is terminated this time
On February 15, 2022, the company held the second meeting of the seventh board of directors in 2022, which deliberated and approved the plan on terminating the implementation of 2020 stock option incentive plan
