Floor 5, block C, shoukai happiness Plaza, Xindong Road, Chaoyang District, Beijing
5th Floor, Building C,The International Wonderland, Xindong Road, Chaoyang District, Beijing
Zip code: 100027 Tel: 86-010-50867666 Fax: 86-010-65527227
Email / e-mail: [email protected].
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Beijing Kangda law firm
About Shenzhen S.C New Energy Technology Corporation(300724)
Achievements of unlocking conditions in the second unlocking period of restricted stock incentive plan in 2019
And repurchase and cancellation of some restricted shares
Legal opinion
Kangda FA Yi Zi [2022] No. 0470
February, 2002
Beijing Kangda law firm
About Shenzhen S.C New Energy Technology Corporation(300724)
Achievements of unlocking conditions in the second unlocking period of restricted stock incentive plan in 2019
And repurchase and cancellation of some restricted shares
Legal opinion
Kangda FA Yi Zi [2022] No. 0470 to: Shenzhen S.C New Energy Technology Corporation(300724)
Beijing Kangda law firm (hereinafter referred to as “the firm”) accepts the entrustment of Shenzhen S.C New Energy Technology Corporation(300724) (hereinafter referred to as “the company”) as the special legal adviser of the company’s 2019 restricted stock incentive plan (hereinafter referred to as “the 2019 incentive plan”), 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 measures for the administration of equity incentive of listed companies (hereinafter referred to as the “administrative measures”) and other relevant laws, regulations and normative documents, as well as the relevant provisions of the Shenzhen S.C New Energy Technology Corporation(300724) articles of Association (hereinafter referred to as the “articles of association”), This legal opinion is issued on the achievement of unlocking conditions in the second unlocking period of the restricted stock incentive plan in 2019 (hereinafter referred to as “this unlocking”) and the repurchase and cancellation of some restricted shares (hereinafter referred to as “this repurchase and cancellation”).
Our lawyers only rely on the facts that have occurred or existed before the issuance date of this legal opinion and the provisions of the company law, the securities law, the administrative measures and other current laws, regulations and normative documents to express legal opinions. For the fact that this legal opinion is crucial and cannot be supported by independent evidence, the exchange relies on the representations and warranties of the company and other relevant parties to give opinions.
This legal opinion is limited to the unlocking and repurchase cancellation of the company, and shall not be used for other purposes. Our lawyer agrees to take this legal opinion as the necessary legal document for the company’s unlocking and repurchase cancellation, report it together with other materials, and bear the responsibility for the legal opinion issued by our firm according to law. Our lawyers agree that the company may quote some or all of the contents of this legal opinion, but when the company makes the above quotation, it shall not cause legal ambiguity or misinterpretation due to the quotation.
In order to issue this legal opinion, our lawyers have consulted and copied the documents and materials that need to be consulted in order to issue this legal opinion. The company guarantees that all statements, documents, materials and information provided to us are true, complete and accurate without false elements, major omissions or misleading statements, And the copies or copies of relevant documents and materials are consistent with the original.
Our lawyers have strictly performed their statutory duties, followed the principles of diligence and good faith, fully verified the legality, compliance and authenticity of the company’s unlocking and repurchase cancellation, and issued legal opinions accordingly. There are no false records, misleading statements and major omissions in this legal opinion. After consulting relevant documents and materials, checking and verifying them, our lawyers issue the following legal opinions in accordance with the recognized business standards, ethics and the spirit of diligence and responsibility in the lawyer industry:
1、 Matters related to this unlocking
(I) approval and authorization of this unlocking
1. On December 17, 2019, the company held the fifth extraordinary general meeting of shareholders in 2019, The proposal on and summary (hereinafter referred to as “incentive plan (Draft)”), the proposal on < Shenzhen S.C New Energy Technology Corporation(300724) 2019 restricted stock incentive plan implementation assessment management measures, and the proposal on submitting the general meeting of shareholders to authorize the board of directors to handle matters related to the company's 2019 restricted stock incentive plan were reviewed and approved And other proposals, agree to the company's implementation of the 2019 restricted stock incentive plan, and authorize the board of directors to handle matters related to the equity incentive plan, including but not limited to: when the company has matters such as the conversion of capital reserve to share capital, the distribution of stock dividends, stock subdivision, stock reduction, dividend distribution or share allocation, Adjust the number of restricted shares and the grant price accordingly according to the methods specified in the equity incentive plan; Review and confirm the unlocking qualification and unlocking conditions of incentive objects, and agree that the board of directors will grant this right to the salary and assessment committee to exercise; Decide whether the incentive object can be unlocked; Handle all matters necessary for unlocking the incentive object; Decide the change and termination of the equity incentive plan when necessary.
2. On February 21, 2022, the company held the 9th meeting of the 4th board of directors and the 7th Meeting of the 4th board of supervisors, deliberated and approved the proposal on the achievement of unlocking conditions in the second unlocking period of 2019 restricted stock incentive plan. The independent directors of the company expressed their independent opinions on the above proposal, and the board of supervisors verified the list of unlocking objects.
In conclusion, our lawyers believe that the unlocking has obtained the necessary approval and authorization, and is in line with the relevant provisions of the administrative measures and other laws and regulations, normative documents and the incentive plan (Draft).
(II) reasons for this unlocking
According to the relevant provisions of the incentive plan (Draft), the unlocking arrangement of the 2019 incentive plan is as follows:
Unlocking schedule unlocking time unlocking proportion
The first unlocking period starts from the first trading day after 12 months from the date of grant completion to the date of grant completion
40% on the last trading day within 24 months from the date of
The second unlocking period starts from the first trading day after 24 months from the date of grant completion to the date of grant completion
30% on the last trading day within 36 months from the date of
The third unlocking period starts from the first trading day 36 months after the date of grant completion to the date of grant completion
30% on the last trading day within 48 months from the date of
As mentioned above, the second unlocking period of the 2019 incentive plan is from the first trading day after 24 months from the date of completion of the grant of restricted shares to the last trading day within 36 months from the date of completion of the grant.
The grant date of restricted shares in the company’s 2019 incentive plan is December 19, 2019 and the listing date is February 13, 2020. Therefore, the second unlocking period of the company’s 2019 incentive plan has expired on February 12, 2022. (III) description of the achievement of unlocking conditions
According to the relevant provisions of the administrative measures and the incentive plan (Draft), the restricted shares granted to the incentive object can be unlocked only if the following conditions are met during the unlocking period:
Fulfillment of the second unlocking condition of 2019 incentive plan
1. The listed company does not have any of the following circumstances: (1) the financial and accounting report of the latest fiscal year has been issued with a negative opinion or an audit report that cannot express an opinion by the certified public accountant; (2) The internal control of the financial report of the most recent fiscal year is the audit report with a negative opinion or unable to express an opinion issued by the certified public accountant
The company does not meet the unlocking conditions under the above circumstances. Report; (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.
2. The incentive object does not have any of the following circumstances: the incentive object does not have the above circumstances and meets the conditions that (1) it is deemed inappropriate by the stock exchange within the last 12 months. candidates; (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 who are not allowed to serve as directors or senior managers of the company as stipulated in the company law; (5) Those who are not allowed to participate in the equity incentive of listed companies according to laws and regulations; (6) Other circumstances recognized by the CSRC.
According to the 2018 annual audit report (xksbz [2019] No. zi10099) issued by Lixin Certified Public Accountants (special general partnership), the company’s net profit attributable to shareholders of Listed Companies in 2018 was 306191650.833 The company’s performance assessment requires RMB yuan. According to the 2020 annual audit report issued by Rongcheng Certified Public Accountants (the performance assessment target of the second unlocking period of the special ordinary 2019 incentive plan is: partnership) (the growth rate of the company’s net profit in 2020 is no less than 40% compared with that in 2018. SZ [2021] No. 361z0172), The net profit attributable to the shareholders of the listed company in 2020 is the above “net profit”, which means excluding the share payment fee of 523027422.77 yuan of this incentive plan, The net profit attributable to the shareholders of the listed company after excluding the share based payment expenses and the costs involved in the 2019 ESOP (Draft) of the incentive fund company involved in the 2019 ESOP (Draft) of Shenzhen S.C New Energy Technology Corporation(300724) Shenzhen Shenzhen S.C New Energy Technology Corporation(300724) new energy equipment Co., Ltd. After involving the cost of the incentive fund, the net profit attributable to the shareholders of the listed company in 2020 was 547009681.04 yuan, and the actual net profit growth rate was 78.65%, higher than the performance assessment requirements, The unlocking conditions are met.
The 163 incentive objects who meet the unlocking conditions are “excellent” in terms of individual level 4 and individual performance assessment requirements, and the current distribution ratio is 100% according to the Shenzhen Shenzhen S.C New Energy Technology Corporation(300724) new energy equipment stock formulated by the company.
According to the provisions of the administrative measures for the implementation and assessment of the restricted stock incentive plan in 2019, the actual unlocking amount of the incentive object in the current year is related to the assessment coefficient at the individual level, as follows:
Score corresponding grade current scoring ratio
85 (inclusive) – 100% excellent
70 (inclusive) – 85 good 80%
60 (inclusive) – 70 qualified 60%
Below 60 unqualified 0
If the individual performance appraisal result of the incentive object in the previous year is “unqualified”, the listed company will repurchase and cancel the current unlocking shares of the restricted shares obtained by the incentive object in accordance with the relevant provisions of the incentive plan. When the individual performance appraisal result of the incentive object in the previous year is “qualified” or above, the current unlocking proportion = the maximum unlocking proportion in the current period × Current scoring ratio; Number of shares that can be unlocked in the current period = total number of restricted shares granted × Current unlocking ratio
In conclusion, our lawyers believe that,
