Beijing Zhonglun (Shanghai) law firm
About Shanghai Hehui North Electro-Optic Co.Ltd(600184) Co., Ltd
Restricted stock incentive plan 2021
Adjustment and grant related matters
Legal opinion
February, 2002
Beijing, Shanghai, Shenzhen, Guangzhou, Chengdu, Chongqing, Qingdao, Hangzhou, Nanjing, Haikou, Tokyo, Hong Kong, London, New York, Los Angeles, San Francisco, Almaty an Francisco Almaty
6 / 10 / 11 / 16 / 17 / F, phase II, Guojin center, No. 8 Century Avenue, Pudong New Area, Shanghai 200120
6/10/11/16/17F, Two IFC, 8 Century Avenue, Pudong New Area, Shanghai 200120, P. R. China
Tel: + 86 21 6061 3666 Fax: + 86 21 6061 3555
Website: www.zhonglun.com com.
Beijing Zhonglun (Shanghai) law firm
About Shanghai Hehui North Electro-Optic Co.Ltd(600184) Co., Ltd
Restricted stock incentive plan 2021
Adjustment and grant related matters
Legal opinion
To: Shanghai Hehui North Electro-Optic Co.Ltd(600184) Co., Ltd
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 incentive of listed companies (hereinafter referred to as the "administrative measures") The Listing Rules of Shanghai Stock Exchange on the Kechuang board, the self regulatory guidelines for listed companies on the Kechuang board No. 4 - disclosure of equity incentive information, the Trial Measures for the implementation of equity incentive by state-owned holding listed companies (domestic) (gzfff [2006] No. 175) Notice on issues related to standardizing the implementation of equity incentive system by state-owned holding listed companies (Guo Zi FA FA FA FA Fa [2008] No. 171), guiding opinions on promoting equity incentive work and promoting high-quality development by state-owned holding listed companies in this city (Hu Guo Zi Wei FA FA Fa [2019] No. 303) The guidelines for the implementation of equity incentive by listed companies controlled by central enterprises (gzkp [2020] No. 178) and other laws, regulations and normative documents, as well as the articles of association of Shanghai Hehui North Electro-Optic Co.Ltd(600184) Co., Ltd. (hereinafter referred to as the "articles of association") and other relevant provisions, Beijing Zhonglun (Shanghai) law firm (hereinafter referred to as "the firm") has accepted the entrustment of Shanghai Hehui North Electro-Optic Co.Ltd(600184) Co., Ltd. (hereinafter referred to as " Everdisplay Optronics (Shanghai) Co.Ltd(688538) " or "the company") to issue this legal opinion on matters related to the adjustment and grant of the company's restricted stock incentive plan in 2021 (hereinafter referred to as "the incentive plan" or "this incentive plan").
The exchange has obtained the guarantee of the company: that is, the documents, materials and statements provided by the company to the exchange and disclosed to the exchange without any concealment or major omission; All signatures and seals in the documents provided by the company are authentic, and the copies, copies or faxes of the documents are consistent with the original.
We promise that our lawyers have strictly performed their statutory duties, followed the principles of diligence and good faith, and fully verified the adjustment and grant of the company's incentive plan, so as to ensure that there are no false records, misleading statements and major omissions in this legal opinion.
The exchange agrees that the company will take this legal opinion as a necessary document for the implementation of the adjustment and grant of the incentive plan, and publicly disclose it together with other documents and materials. This legal opinion is only used by the company for the purpose of implementing the adjustment and grant of this incentive plan, and shall not be used for any other purpose without the prior written consent of the exchange. In accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, and on the basis of full verification and verification of the relevant documents and facts provided by the company, our lawyers now issue the following legal opinions: I. the adjustment of the incentive plan and the approval and authorization granted
1. December 28, 2021, The 11th meeting of the first board of directors of the company deliberated and approved the proposal on the company's 2021 restricted stock incentive plan (Draft) and its summary, the proposal on the management measures for the implementation and assessment of the company's 2021 restricted stock incentive plan, and the proposal on the management measures for the company's 2021 fixed-term stock incentive plan Proposals such as the proposal on requesting the general meeting of shareholders of the company to authorize the board of directors to handle matters related to the restricted stock incentive plan in 2021, and the independent directors of the company expressed their agreed independent opinions on the incentive plan and other relevant proposals considered at the 11th meeting of the first board of directors of the company.
2. On December 28, 2021, the 8th meeting of the first board of supervisors of the company deliberated and approved proposals such as the proposal on the company's restricted stock incentive plan in 2021 (Draft) > and its summary, the proposal on the measures for the assessment and management of the implementation of the company's restricted stock incentive plan in 2021, and the proposal on the measures for the management of the company's restricted stock incentive plan in 2021, The board of supervisors of the company issued verification opinions on the matters involved in the equity incentive plan.
3. On January 20, 2022, the company received the reply on approving Shanghai Hehui North Electro-Optic Co.Ltd(600184) Co., Ltd. to implement the restricted stock incentive plan issued by Shanghai state owned assets supervision and Administration Commission (hgsasac distribution [2022] No. 23). Shanghai state owned assets supervision and Administration Commission agreed to the incentive plan in principle.
4. On January 28, 2022, the company disclosed the notice of Shanghai Hehui North Electro-Optic Co.Ltd(600184) Co., Ltd. on convening the first extraordinary general meeting of shareholders in 2022 to review the relevant proposals of the incentive plan. On the same day, the company also disclosed the announcement of Shanghai Hehui North Electro-Optic Co.Ltd(600184) Co., Ltd. on public solicitation of entrusted voting rights by independent directors. According to the entrustment of other independent directors of the company, As the collector, Mr. Ye Shun, the independent director of the company, solicited voting rights from all shareholders of the company on the relevant proposals of the company's 2021 restricted stock incentive plan considered at the first extraordinary general meeting of shareholders in 2022.
5. From December 29, 2021 to January 8, 2022, the company publicized the job number, name and position of the object to be encouraged in the incentive plan within the company. During the publicity period, the company's employees can put forward opinions to the company's human resources department. As of the expiration of the publicity period, the human resources department of the company has not received any objection from any organization or individual to the list of incentive objects of the company's restricted stock incentive plan in 2021. On February 11, 2022, the board of supervisors of the company checked the list of personnel to be granted incentive objects in the incentive plan, issued verification opinions and explained the publicity of the list, On the website of Shanghai Stock Exchange, the company disclosed the review opinions and publicity statement of the board of supervisors of Shanghai Hehui North Electro-Optic Co.Ltd(600184) Co., Ltd. on the list of incentive objects of the restricted stock incentive plan in 2021.
6. February 16, 2022, The first extraordinary general meeting of the company in 2022 deliberated and approved the proposal on the company's 2021 restricted stock incentive plan (Draft) and its summary, the proposal on the management measures for the implementation and assessment of the company's 2021 restricted stock incentive plan, and the proposal on the management measures for the company's 2021 restricted stock incentive plan Proposal on requesting the general meeting of shareholders of the company to authorize the board of directors to handle matters related to the restricted stock incentive plan in 2021, etc.
7. On February 16, 2022, the 12th meeting of the first board of directors of the company deliberated and approved the proposal on adjusting the company's 2021 restricted stock incentive plan, the proposal on granting restricted shares to incentive objects and other proposals. The independent directors of the company expressed their independent opinions on the relevant matters considered at the 12th meeting of the first board of directors of the company.
8. On February 16, 2022, the ninth meeting of the first board of supervisors of the company deliberated and approved the proposal on adjusting the company's restricted stock incentive plan in 2021, the proposal on granting restricted shares to incentive objects and other proposals, The board of supervisors of the company issued the verification opinions of the board of supervisors of Shanghai Hehui North Electro-Optic Co.Ltd(600184) Co., Ltd. on the list of incentive objects of the restricted stock incentive plan in 2021 (grant date).
To sum up, our lawyers believe that as of the date of issuance of this legal opinion, the adjustment and grant of the incentive plan of the company has obtained the necessary approval and authorization at this stage, which is in line with the relevant laws and regulations such as the company law, the securities law, the administrative measures and the relevant provisions of the incentive plan.
2、 Specific contents of this adjustment
On February 16, 2022, the first extraordinary general meeting of the company in 2022 deliberated and approved the proposal on requesting the general meeting of the company to authorize the board of directors to handle matters related to the 2021 restricted stock incentive plan. The general meeting of the company authorized the board of directors to manage and adjust the incentive plan.
On February 16, 2022, the 12th meeting of the first board of directors of the company deliberated and approved the proposal on adjusting the company's restricted stock incentive plan in 2021. The details of this adjustment are as follows: according to the authorization of the company's first extraordinary general meeting in 2022, the board of directors plans to adjust the number of incentive objects and the number of shares granted in this incentive plan. After this adjustment, the number of incentive objects to be granted in this incentive plan is adjusted to 530, and the total amount of restricted shares is adjusted to 84421080 shares. In addition to the above adjustments, other contents of the incentive plan are consistent with the incentive plan deliberated and approved by the company's first extraordinary general meeting in 2022.
In conclusion, our lawyers believe that the adjustment of the company's incentive plan complies with the relevant provisions of the management measures and the incentive plan, and there is no obvious damage to the interests of the company and all shareholders.
3、 Grant date of this incentive plan
On February 16, 2022, the first extraordinary general meeting of the company in 2022 deliberated and approved the proposal on requesting the general meeting of the company to authorize the board of directors to handle matters related to the restricted stock incentive plan in 2021. The general meeting of the company authorized the board of directors to determine the grant date of the restricted stock incentive plan.
On February 16, 2022, the 12th meeting of the first board of directors of the company deliberated and approved the proposal on granting restricted shares to incentive objects. The board of directors of the company considered that the grant conditions specified in the company's restricted stock incentive plan in 2021 had been met, and agreed to take February 16, 2022 as the grant date, and the grant price was 1.84 yuan / share, 84421080 restricted shares were granted to 530 incentive objects. The independent directors expressed their independent opinions.
On February 16, 2022, the ninth meeting of the first board of supervisors of the company deliberated and approved the proposal on granting restricted shares to incentive objects. The board of supervisors agreed that the company would grant 84421080 restricted shares to 530 incentive objects with February 16, 2022 as the grant date of this incentive plan at the grant price of 1.84 yuan / share.
After verification by our lawyers, the granting date of this incentive plan is within 60 days after the company's general meeting of shareholders deliberates and approves this incentive plan, and it is a trading day.
In conclusion, our lawyers believe that the granting date of the company's incentive plan complies with the management measures and the relevant provisions of the incentive plan.
4、 Grant conditions of this incentive plan
According to the relevant provisions of the incentive plan, the company can grant restricted shares to the incentive object only when the following grant conditions are met at the same time:
1. The company is not under any of the following circumstances:
(1) The financial and accounting report of the most recent fiscal year is an audit report with a negative opinion or unable to express an opinion issued by a certified public accountant;
(2) The internal control of the financial report of the latest fiscal year is an audit report with a negative opinion or unable to express an opinion issued by a certified public accountant;
(3) Failure to distribute profits in accordance with laws and regulations, articles of association and public commitments within 36 months after listing;
(4) Relevant laws and regulations on equity incentive shall not be implemented;
(5) Other circumstances recognized by the CSRC.
2. The company shall meet the following conditions:
(1) The corporate governance structure is standardized, the general meeting of shareholders, the board of directors and the management are well organized and their responsibilities are clear. External directors (including independent directors, the same below) account for more than half of the members of the board of directors;
(2) The remuneration and assessment committee is composed of external directors, with sound remuneration and assessment committee system, perfect rules of procedure and standardized operation;
(3) Sound internal control system and performance appraisal system, standardized basic management system, and established labor employment, salary and welfare system and performance appraisal system in line with the requirements of market economy and modern enterprise system;
(4) The development strategy is clear, the asset quality and financial status are good, and the business performance is stable; No financial violations and bad records in recent three years;
(5) Other conditions stipulated by the securities regulatory authority.
3. In accordance with the provisions of Article 8 of the management measures, the incentive objects do not have the following changes:
