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Guohao law firm (Tianjin)
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Shenzhen Minkave Technology Co.Ltd(300506)
Termination of restricted stock incentive plan in 2021
Legal opinion
Guo Hao Jin FA Yi Zi (2022) No. 045
To: Shenzhen Minkave Technology Co.Ltd(300506)
Guohao law firm (Tianjin) (hereinafter referred to as “the firm”) is entrusted by Shenzhen Minkave Technology Co.Ltd(300506) (hereinafter referred to as “the company” or ” Shenzhen Minkave Technology Co.Ltd(300506) “), 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”) China Securities Regulatory Commission (hereinafter referred to as the “CSRC”), the measures for the administration of equity incentive of listed companies (hereinafter referred to as the “measures”), the Listing Rules of Shenzhen Stock Exchange gem (revised in 2020) (hereinafter referred to as the “Listing Rules”) and other laws and administrative regulations This legal opinion is issued on the matters related to the termination of the incentive plan (hereinafter referred to as “termination of implementation”) in accordance with the relevant provisions of the departmental rules and normative documents, the articles of association of Shenzhen Minkave Technology Co.Ltd(300506) (hereinafter referred to as “the articles of association”) and the incentive plan for restricted shares in 2021 (hereinafter referred to as “the incentive plan” or “this incentive plan”).
In order to issue this legal opinion, our lawyer makes the following statement:
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), and other laws and regulations, and in accordance with the facts that have occurred or exist before the date of issuance of this legal opinion, the firm and its handling lawyers strictly perform their statutory duties and follow the principles of diligence, responsibility 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.
The company has made a commitment to the exchange to ensure that the signatures and seals on the original documents, copies and photocopies provided to the exchange for the matters of the incentive plan are true; The statements and explanations made are complete, true and effective; All facts and documents sufficient to affect this legal opinion have been disclosed to the exchange without any concealment or omission.
Our lawyers only express their opinions on the legal issues related to the termination of the implementation of this incentive plan, and only express their opinions based on the facts that have occurred or exist before the date of issuance of this legal opinion and the current laws, regulations and normative documents of China. Our lawyers will not express opinions on accounting, finance and other non legal professional matters involved in the termination of the incentive plan.
When quoting relevant financial data or conclusions in this legal opinion, our lawyers have fulfilled the necessary duty of care, but such quoting shall not be deemed as any express or implied guarantee for the authenticity and accuracy of these data and conclusions. For the facts related to the issuance of this legal opinion that cannot be independently supported, our lawyers rely on relevant government departments, companies or relevant materials with evidentiary nature to express legal opinions.
This legal opinion is only used by the company for terminating the implementation of this incentive plan and shall not be used for any other purpose. Our lawyers agree that this legal opinion, as one of the documents for the company to terminate the implementation of this incentive plan, shall be reported or publicly disclosed together with other materials, and shall bear corresponding legal liabilities for the legal opinion issued in accordance with the law.
Our lawyers have verified and verified the documents and relevant facts provided by the company in accordance with relevant laws and regulations and the business standards, ethics and diligence recognized by the Chinese lawyer industry, and now issue the following legal opinions:
1、 Terminate the approval and authorization of this incentive plan
On April 6, 2021, the 36th meeting of the third board of directors of the company deliberated and adopted the proposal on the company’s restricted stock incentive plan in 2021 (Draft) and its summary Proposal on the management measures for the implementation and assessment of the company’s restricted stock incentive plan in 2021 and proposal on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to the company’s equity incentive plan. On the same day, the independent directors of the company expressed their independent opinions on agreeing to implement the incentive plan.
On April 6, 2021, the 29th meeting of the third board of supervisors of the company deliberated and adopted the proposal on the company’s restricted stock incentive plan in 2021 (Draft) and its summary Proposal on the management measures for the implementation and assessment of the company’s restricted stock incentive plan in 2021 and proposal on verifying the list of incentive objects of the company’s restricted stock incentive plan in 2021.
On April 17, 2021, the company was on cninfo.com（ http://www.cn.info.com.cn. ）Disclosed the “explanation and verification opinions of the board of supervisors on the publicity of the list of incentive objects of the company’s restricted stock incentive plan in 2021”.
On April 23, 2021, the company held the second extraordinary general meeting of shareholders in 2021, deliberated and adopted the proposal on the company’s restricted stock incentive plan in 2021 (Draft) and its summary Proposal on the management measures for the implementation and assessment of the company’s restricted stock incentive plan in 2021 and proposal on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to the company’s equity incentive plan.
On April 27, 2021, the company held the 37th meeting of the third board of directors and the 30th meeting of the third board of supervisors, deliberated and adopted the proposal on granting restricted shares to incentive objects. On the same day, the independent directors of the company expressed their independent opinions and believed that the granting conditions specified in the incentive plan had been met, the subject qualification of the granted incentive object was legal and valid, and the determined granting date met the relevant provisions. On February 18, 2022, the company held the 11th meeting of the 4th board of directors and the 10th meeting of the 4th board of supervisors, deliberated and adopted the proposal on terminating the implementation of the restricted stock incentive plan in 2021. The related directors have avoided voting, and the independent directors of the company have expressed their independent opinions on relevant matters.
In conclusion, our lawyers believe that the company has performed the necessary legal procedures in accordance with the relevant provisions of laws, regulations and normative documents such as incentive plan, management measures and listing rules, and has obtained the corresponding approval at this stage. The company’s termination of the incentive plan needs to be submitted to the general meeting of shareholders for deliberation.
2、 Reasons for terminating the implementation of this incentive plan and its impact on the company
(I) reasons for terminating the incentive plan
According to the proposal on terminating the implementation of the restricted stock incentive plan in 2021 deliberated and adopted at the 11th meeting of the 4th board of directors and the 10th meeting of the 4th board of supervisors, the internal and external environment faced by the company’s operation has changed greatly compared with the formulation of the equity incentive plan, resulting in a deviation between the expected operation of the company and the setting of the assessment indicators of the incentive plan, If we continue to implement this equity incentive plan, it will be difficult to achieve the expected incentive purpose and effect. In order to better protect the legitimate rights and interests of investors and comprehensively consider the recent market environment factors and the company’s future development strategic plan, after careful research, the board of directors of the company decided to terminate the implementation of the restricted stock incentive plan in 2021, together with the supporting documents such as the measures for the administration of the implementation and assessment of the restricted stock incentive plan in 2021, All class II restricted shares that have been granted but have not yet been vested shall be invalidated.
(II) impact of termination of the incentive plan on the company
After verification, the 11th meeting of the 4th board of directors and the 10th meeting of the 4th board of supervisors considered and approved the proposal on terminating the implementation of the restricted stock incentive plan in 2021, and the independent directors of the company also expressed independent opinions on the termination.
The board of supervisors believes that the relevant procedures for terminating the 2021 restricted stock incentive plan comply with the provisions of relevant laws, regulations and normative documents. The termination of the incentive plan does not involve repurchase, does not damage the interests of the company and all shareholders, and will not have a significant impact on the company’s operating performance and financial status, It will not affect the diligence of the company’s management team. It is agreed that the company will terminate the 2021 restricted stock incentive plan, and all the class II restricted shares that have been granted but not yet vested will be invalidated.
The independent directors believe that the company has fulfilled the necessary approval and authorization for the termination of the incentive plan at this stage. The reasons for the implementation of the company’s equity incentive plan (2021) and the restrictions on the implementation of the company’s equity incentive plan (2021). The termination of this incentive plan will not have a substantial impact on the company’s operation, will not affect the diligence of the company’s management team and core backbone, and will not damage the interests of the company and all shareholders.
In conclusion, our lawyers believe that as of the date of issuance of this legal opinion, the termination of the incentive plan by the company does not harm the interests of the company and all shareholders, and is in line with the management measures and other laws and regulations, normative documents and relevant provisions of the incentive plan.
3、 Concluding observations
To sum up, our lawyers believe that as of the date of issuance of this legal opinion, the company has performed the necessary legal procedures and obtained approval to terminate the implementation of this incentive plan. The termination of this incentive plan does not harm the interests of the company and all shareholders, and complies with the company law, securities law, administrative measures and other relevant laws and administrative regulations Relevant provisions of normative documents; The termination of the incentive plan by the company needs to be submitted to the general meeting of shareholders for deliberation and approval, and fulfill the obligation of information disclosure in accordance with the management measures and other relevant laws, administrative regulations and the relevant provisions of Shenzhen Stock Exchange.
This legal opinion is made in triplicate, without copies.
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(there is no text on this page, which is the signature page of the legal opinion of Guohao law firm on the termination of the implementation of Shenzhen Minkave Technology Co.Ltd(300506) restricted stock incentive plan in 2021)
Handling lawyer of Guohao law firm (Tianjin):
Xiao Dong Fan
Handling lawyer:
Liu Lu
person in charge:
Liang Shuang
February 18, 2022
