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About Hunan Zhongke Electric Co.Ltd(300035)
The third phase of the first grant and the second phase of the reserved grant of the restricted stock incentive plan in 2018 lifted the restrictions on sales, adjusted the repurchase price of restricted shares and repurchased and cancelled some restricted shares
Legal opinion
Kangda FA Yi Zi [2022] No. 0491
February, 2002
Beijing Kangda law firm
About Hunan Zhongke Electric Co.Ltd(300035)
Legal opinions on lifting the restrictions on sales, adjusting the repurchase price of restricted shares and repurchasing and canceling some restricted shares in the third phase of the first grant and the second phase of the reserved grant of the restricted stock incentive plan in 2018
Kangda FA Yi Zi [2022] No. 0491 to: Hunan Zhongke Electric Co.Ltd(300035)
Beijing Kangda law firm (hereinafter referred to as “the firm”) accepts the entrustment of Hunan Zhongke Electric Co.Ltd(300035) (hereinafter referred to as “the company” or ” Hunan Zhongke Electric Co.Ltd(300035) “) and, as a special legal adviser, 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”) and other relevant laws, regulations and normative documents, as well as the provisions of the Hunan Zhongke Electric Co.Ltd(300035) 2018 restricted stock incentive plan (Draft) (hereinafter referred to as the “incentive plan (Draft)”, The third phase of the first grant part and the second phase of the reserved grant part of the Hunan Zhongke Electric Co.Ltd(300035) 2018 restricted stock incentive plan (hereinafter referred to as the “2018 incentive plan”) were lifted (hereinafter referred to as “this lifting of restrictions”) This legal opinion is issued on matters related to the adjustment of the repurchase price of restricted shares (hereinafter referred to as “the adjusted repurchase price”) and the repurchase and cancellation of some authorized but unlocked restricted shares in the 2018 incentive plan (hereinafter referred to as “the repurchase and cancellation”).
Our lawyers only express legal opinions based on the facts that have occurred or existed before the date of issuance of this legal opinion. Our lawyers determine whether the inspected items are legal, compliant, true and effective based on the current effective (or effective when the facts occur) laws, regulations, rules, normative documents, the approval and confirmation made by the competent government departments, our lawyers from state organs, organizations with the function of managing public affairs, accounting firms, asset appraisal institutions Documents directly obtained by credit rating agencies, notary agencies and other public institutions, or materials copied and copied by our lawyers from the above public institutions and confirmed by the institutions; For documents not directly obtained from the above public institutions, or materials copied and copied from the above public institutions but not confirmed by the above public institutions, our lawyers have conducted necessary verification and verification.
Our lawyers are not qualified to make professional judgment on accounting, auditing, asset evaluation and other non legal matters. Our lawyers’ legal opinions based on the documents directly obtained from accounting firms and asset appraisal institutions do not mean any express or implied guarantee for the authenticity, accuracy and completeness of the data and conclusions in the documents.
Our lawyers have strictly performed their statutory duties and followed the principles of diligence and good faith to ensure that the facts identified in this legal opinion are true, accurate and complete, and the concluding opinions issued are legal and accurate. There are no false records, misleading statements or major omissions in this legal opinion. Our lawyers shall bear corresponding legal liabilities for the legal opinions issued according to law.
The company has assured the exchange that the written materials or oral testimony provided by it are true, accurate and complete, the relevant copy materials or copies are consistent with the original, and there are no false records, misleading statements or major omissions in any documents or facts provided.
As of the date of issuance of this legal opinion, neither the firm nor the signing lawyer holds the shares of the company, nor does it have a relationship with the company that may affect the fair performance of duties.
This legal opinion only expresses opinions on matters related to the Hunan Zhongke Electric Co.Ltd(300035) 2018 incentive plan, and does not express opinions on other professional matters.
This legal opinion is only for the purpose of matters related to the company’s 2018 incentive plan, and shall not be used for any other purpose.
Our lawyers agree that the company may quote some or all of the contents of this legal opinion in the relevant filing or announcement documents of the 2018 incentive plan or in accordance with the requirements of the CSRC, but the company shall not cause legal ambiguity or misinterpretation due to the quotation.
Following the principles of prudence and importance, our lawyers independently, objectively and impartially issued the following legal opinions on the basis of checking relevant materials and facts:
1、 The main procedures for lifting the restrictions on sales, adjusting the repurchase price and canceling the repurchase have been performed
1. On December 12, 2018, the company held the 14th meeting of the 4th board of directors, deliberated and approved the proposal on the company’s 2018 restricted stock incentive plan (Draft) and its summary, and the proposal on the company’s assessment management measures for the implementation of 2018 restricted stock incentive plan Related directors abstained from voting and independent directors expressed independent opinions on proposals such as the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive. 2. On December 12, 2018, the company held the 10th meeting of the 4th board of supervisors, deliberated and adopted the proposal on the company’s 2018 restricted stock incentive plan (Draft) and its summary, and the proposal on the company’s assessment management measures for the implementation of 2018 restricted stock incentive plan Proposal on verifying the company’s list of some incentive objects granted for the first time under the 2018 restricted stock incentive plan, etc.
The company publicized the list of incentive objects within the company. After the expiration of the publicity, the board of supervisors checked the list of incentive plan awarding objects and explained the publicity.
3. On December 28, 2018, the third extraordinary general meeting of the company in 2018 deliberated and approved the above-mentioned relevant proposals, and the company’s implementation of the 2018 incentive plan was approved.
4. On January 18, 2019, the company held the 15th meeting of the 4th board of directors and the 11th meeting of the 4th board of supervisors, deliberated and approved the proposal on adjusting the list and number of incentive objects granted for the first time under the 2018 restricted stock incentive plan and the proposal on the company granting restricted shares to incentive objects for the first time, and the related directors avoided voting, The independent directors expressed their independent opinions. The board of directors granted 17.7 million restricted shares to 124 incentive objects for the first time on January 18, 2019.
5. On December 20, 2019, the company held the 20th meeting of the Fourth Board of directors, deliberated and approved the proposal on granting reserved restricted shares to incentive objects, the related directors avoided voting, and the independent directors expressed their independent opinions. On the same day, the 16th meeting of the Fourth Board of supervisors of the company deliberated and adopted the above-mentioned proposal.
6. On March 13, 2020, the company held the 21st Meeting of the 4th board of directors and the 17th meeting of the 4th board of supervisors, and deliberated and adopted the proposal on the achievement of the first lifting of restrictions in the first granting period of the restricted stock incentive plan in 2018, the proposal on repurchase and cancellation of some restricted stocks in the restricted stock incentive plan in 2018 In the proposal on adjusting the repurchase price of restricted shares in the 2018 restricted stock incentive plan, the related directors avoided voting, and the independent directors expressed their independent opinions.
7. On May 12, 2020, the company held the 2019 annual general meeting of shareholders, deliberated and approved the proposal on repurchasing and cancelling some restricted shares under the 2018 restricted stock incentive plan, the proposal on changing the registered capital of the company and amending the corresponding provisions of the articles of association, and disclosed the announcement on Repurchasing and cancelling some restricted shares and reducing capital and notifying creditors.
8. On February 26, 2021, the company held the fourth meeting of the Fifth Board of directors and the fourth meeting of the Fifth Board of supervisors, deliberated and adopted the proposal on the achievement of lifting the restrictions in the second lifting period of the first grant of restricted stock incentive plan in 2018 The related directors abstained from voting on the proposal on the achievement of the first lifting of the restrictions in the first lifting period of the reserved grant part of the restricted stock incentive plan in 2018, the proposal on the repurchase and cancellation of some restricted shares in the restricted stock incentive plan in 2018, and the proposal on adjusting the repurchase price of restricted shares in the restricted stock incentive plan in 2018, The independent directors expressed their independent opinions.
9. On February 19, 2022, the company held the 10th meeting of the 5th board of directors and the 10th meeting of the 5th board of supervisors, deliberated and adopted the proposal on the achievement of lifting the restrictions in the third lifting period for the first time granted by the restricted stock incentive plan in 2018 The related directors abstained from voting on the proposal on the achievement of lifting the restrictions in the second lifting period of the reserved grant part of the restricted stock incentive plan in 2018, the proposal on repurchase and cancellation of some restricted shares in the restricted stock incentive plan in 2018, and the proposal on adjusting the repurchase price of restricted shares in the restricted stock incentive plan in 2018, Independent directors agreed.
In conclusion, our lawyers believe that as of the date of issuance of this legal opinion, Hunan Zhongke Electric Co.Ltd(300035) the relevant procedures to be performed at this stage for the lifting of restrictions on sales, the adjustment of repurchase price and the repurchase and cancellation of some restricted shares have been performed, which is in line with the relevant provisions of the administrative measures and other laws, regulations, normative documents and the company’s incentive plan (Draft). 2、 Conditions and satisfaction of the lifting of sales restrictions
According to the relevant meeting documents and announcements of the company, 115 incentive objects of the third phase of the company’s 2018 incentive plan were granted for the first time, and the number of restricted shares was 5.079 million, accounting for 0.79% of the current total share capital of the company; In the second phase of the part reserved for grant in the incentive plan in 2018, the incentive objects for lifting the restrictions on sales are 24, and the number of shares lifted is 98000 shares, accounting for 0.15% of the current total share capital of the company. The conditions and conditions for lifting the restrictions are as follows:
(I) description of the expiration of the restricted sales period
According to the incentive plan (Draft), the third period for lifting the restrictions on the sale of some restricted shares granted by the incentive plan for the first time in 2018 is from the first trading day 36 months after the completion of the registration of the granting of restricted shares to the last trading day within 48 months after the completion of the registration of the granting of restricted shares, and the proportion of lifting the restrictions on the sale is 30% of the total number of restricted shares granted. The listing date of restricted shares granted by the company for the first time is February 27, 2019. The third restricted sale period of restricted shares granted by the company for the first time in this incentive plan will expire on February 26, 2022.
The second release period of the reserved grant part is from the first trading day 24 months after the completion of the registration of the reserved grant of restricted shares to the last trading day within 36 months after the completion of the registration of the reserved grant of restricted shares. The proportion of the release of restrictions is 50% of the total number of restricted shares granted. The listing date of restricted shares reserved for grant in this incentive plan of the company (except 630000 restricted shares granted by Mr. PI Tao, director and deputy general manager) is March 11, 2020, and the second restricted sale period of this part of restricted shares reserved for grant will expire on March 10, 2022; The listing date of 630000 restricted shares reserved in the incentive plan granted to Mr. PI Tao, the director and deputy general manager, is September 8, 2020, and the second restricted sale period of the reserved restricted shares will expire on September 7, 2022.
(II) relevant conditions of the company are met
According to the incentive plan (Draft), the restricted shares granted to the incentive object can be released only when the following conditions are met during the release period:
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 the last 36 months after listing;
(4) Equity incentive is not allowed according to laws and regulations;
(5) Other circumstances recognized by the CSRC.
According to the confirmation and verification of the company, as of the date of issuance of this legal opinion, Hunan Zhongke Electric Co.Ltd(300035) has not met the company level conditions for lifting the sales restriction.
2. The incentive object does not have any of the following situations:
(1) Being identified as an inappropriate candidate by the stock exchange within the last 12 months;
(2) In the last 12 months, it has been identified as an inappropriate candidate by the CSRC and its dispatched offices;
(3) Being administratively punished by the CSRC and its dispatched offices or taking market entry prohibition measures for major violations of laws and regulations in the last 12 months;
(4) Those with the provisions of the company law shall not be liable
