Beijing HanKun (Shenzhen) law firm
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Luxshare Precision Industry Co.Ltd(002475)
In 2019, the stock option incentive plan will adjust the list of incentive objects reserved for grant and the number of options, cancel some options and reserve the achievement of exercise conditions in the second exercise period
Legal opinion
Han Kun (Zheng) Zi [2022] No. 33893-6-o-1
518048, floor 20, block 3, Kerry construction Plaza, No. 1-1, Zhongxin Fourth Road, Futian District, Shenzhen, Guangdong, China
Tel: (86 755) 3680 6500; Fax: (86 755) 3680 6599
Beijing \uf095 Shanghai \uf095 Shenzhen \uf095 Hong Kong \uf095 Haikou
www.hankunlaw. com.
To: Luxshare Precision Industry Co.Ltd(002475)
Beijing HanKun (Shenzhen) law firm (hereinafter referred to as “the firm”) has accepted the entrustment of Luxshare Precision Industry Co.Ltd(002475) (hereinafter referred to as “the company” or ” Luxshare Precision Industry Co.Ltd(002475) “) to act as the special legal adviser of Luxshare Precision Industry Co.Ltd(002475) 2019 stock option incentive plan (hereinafter referred to as “the 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 administrative measures for equity incentive of listed companies (2018 Amendment) (hereinafter referred to as the “administrative measures”) and other relevant laws and regulations This legal opinion is issued in accordance with the provisions of the regulations and other normative documents and the articles of association of Luxshare Precision Industry Co.Ltd(002475) (hereinafter referred to as the “articles of association”) on matters related to the adjustment of the list of incentive objects reserved for grant, the number of options, the cancellation of some stock options and the achievement of exercise conditions in the second exercise period of stock options reserved for grant by the company.
In order to issue this legal opinion, our lawyer declares as follows:
1. In accordance with the provisions of the company law, the measures for the administration of law firms engaging in securities legal business and the rules for the practice of securities legal business of law firms (for Trial Implementation), as well as the facts that have occurred or exist before the date of issuance of this legal opinion, the exchange strictly performs its statutory duties and carries out verification and verification in accordance with the principles of diligence and good faith, Ensure that the facts identified in this legal opinion are true, accurate and complete, that the concluding opinions issued are legal and accurate, and that there are no false records, misleading statements or major omissions, and bear corresponding legal liabilities. 2. In order to issue this legal opinion, the bourse has verified the documents that need to be verified according to the provisions and other documents that the bourse deems necessary to consult in accordance with the measures for the administration of law firms engaging in securities legal business and the rules for the practice of securities legal business of law firms (for Trial Implementation). At the same time, we have obtained the following guarantee from Luxshare Precision Industry Co.Ltd(002475) : Luxshare Precision Industry Co.Ltd(002475) has provided us with the original written materials, copies or oral testimony that are necessary, true and effective for issuing this legal opinion, the signatures or seals on the relevant materials are true and effective, and the relevant copies or copies are consistent with the original materials or originals, and there are no false contents or major omissions.
3. The exchange only gives opinions on legal issues related to the adjustment of the list of incentive objects reserved for grant, the number of options, the cancellation of some stock options and the achievement of the exercise conditions of the second exercise period of stock options reserved for grant by the company in this incentive plan, and only gives legal opinions in accordance with the current effective laws and regulations of China, and does not give legal opinions in accordance with any overseas laws and regulations. The exchange will not comment on the rationality of the subject stock value, assessment standards and other issues involved in Luxshare Precision Industry Co.Ltd(002475) this incentive plan, as well as accounting, finance and other non legal professional matters. When quoting relevant financial data or conclusions in this legal opinion, the exchange has 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.
4. This legal opinion is only Luxshare Precision Industry Co.Ltd(002475) used for the purpose of implementing this incentive plan, and shall not be used for any other purpose without the written consent of the exchange.
5. The exchange agrees that Luxshare Precision Industry Co.Ltd(002475) will take this legal opinion as one of the documents for the implementation of this incentive plan, announce it together with other documents, and bear corresponding legal liabilities for the legal opinion issued, and agrees that Luxshare Precision Industry Co.Ltd(002475) will quote the relevant contents of this legal opinion in the relevant documents prepared by Luxshare Precision Industry Co.Ltd(002475) for the implementation of this incentive plan, but when Luxshare Precision Industry Co.Ltd(002475) makes the above reference, There shall be no legal ambiguity or misinterpretation caused by reference. The owner shall review and confirm the corresponding contents of the above relevant documents again.
Based on the above, in accordance with the provisions of the company law and other relevant laws, regulations, rules and other normative documents, and in accordance with the business standards, ethics and diligence recognized by the lawyer industry, the exchange issues the following legal opinions:
1、 Approval and authorization of this incentive plan
1. On March 28, 2019, Luxshare Precision Industry Co.Ltd(002475) held the seventh meeting of the Fourth Board of directors, deliberated and adopted the proposal on and its summary, the proposal on formulating , and other relevant proposals. On the same day, Luxshare Precision Industry Co.Ltd(002475) independent directors expressed independent opinions on the incentive plan.
2. On March 28, 2019, Luxshare Precision Industry Co.Ltd(002475) held the seventh meeting of the Fourth Board of supervisors, The proposal on and its summary, the proposal on formulating the measures for the implementation and assessment of < Luxshare Precision Industry Co.Ltd(002475) 2019 stock option incentive plan, the proposal on verifying the list of incentive objects in < Luxshare Precision Industry Co.Ltd(002475) 2019 stock option incentive plan (Draft) and other relevant proposals were reviewed and approved.
3. On April 8, 2019, Luxshare Precision Industry Co.Ltd(002475) the board of supervisors issued the review opinions and publicity statement of the board of supervisors on the list of incentive objects first granted by the company’s stock option incentive plan in 2019, and considered that the incentive objects listed in the incentive plan for the first time have the qualifications specified in the company law, the articles of association and other laws, regulations and normative documents, It meets the conditions of incentive objects specified in the management measures and the scope of incentive objects specified in the Luxshare Precision Industry Co.Ltd(002475) 2019 stock option incentive plan (Draft) (hereinafter referred to as “stock option incentive plan (Draft)”) and its abstract. Its subject qualification as the incentive object first granted by the company’s equity incentive plan is legal and effective.
4. On April 17, 2019, Luxshare Precision Industry Co.Ltd(002475) held the first extraordinary general meeting of shareholders in 2019, The proposal on and its summary, the proposal on formulating < Luxshare Precision Industry Co.Ltd(002475) 2019 stock option incentive plan implementation and assessment management measures, and the proposal on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to Luxshare Precision Industry Co.Ltd(002475) 2019 stock option incentive plan were reviewed and approved.
5. On April 22, 2019, Luxshare Precision Industry Co.Ltd(002475) held the 9th meeting of the 4th board of directors, deliberated and approved the proposal on granting stock options to incentive objects first granted by Luxshare Precision Industry Co.Ltd(002475) 2019 stock option incentive plan, considered that the granting conditions of this incentive plan had been met, and agreed to grant 50.076 million stock options to 348 incentive objects. The independent directors of the company expressed independent opinions on this. On the same day, the board of supervisors of the company verified whether the incentive objects met the grant conditions and expressed opinions.
6. On November 27, 2019, Luxshare Precision Industry Co.Ltd(002475) held the 13th meeting of the Fourth Board of directors, deliberated and approved the proposal on adjusting the exercise price and quantity of 2019 stock option incentive plan and the proposal on granting stock options to incentive objects reserved for grant in 2019 stock option incentive plan, and agreed to the adjustment of exercise price and quantity of this incentive plan, The adjusted exercise price of stock options granted for the first time is adjusted from 23.36 yuan / share to 17.93 yuan / share, the number of stock options granted for the first time is adjusted from 50076000 to 65098800, and the number of reserved stock options granted is adjusted from 12519000 to 16274700. It is considered that the conditions for granting stock options reserved in this incentive plan have been met, It agreed to grant 16.2747 million stock options to 263 incentive objects. The independent directors of the company expressed independent opinions on this. On the same day, the board of supervisors of the company verified and commented on the achievements of the adjustment of exercise price and quantity and the reserved grant conditions.
7. According to the confirmation of Luxshare Precision Industry Co.Ltd(002475) , among the incentive objects reserved and granted in this incentive plan, four incentive objects have resigned from Luxshare Precision Industry Co.Ltd(002475) , and one incentive object has given up all the stock options to be granted by Luxshare Precision Industry Co.Ltd(002475) for personal reasons. After the above adjustment, the incentive objects reserved and granted in this incentive plan have been adjusted from 263 to 258, The number of stock options reserved for grant was adjusted from 16274700 to 16241700.
8. On June 22, 2020, Luxshare Precision Industry Co.Ltd(002475) held the 19th meeting of the Fourth Board of directors, deliberated and approved the proposal on adjusting the exercise price, quantity and cancellation of some stock options of the stock option incentive plan in 2018 and 2019, and the proposal on the achievement of exercise conditions for the first exercise period granted by the stock option incentive plan in 2019. The independent directors of the company expressed independent opinions on this. On the same day, Luxshare Precision Industry Co.Ltd(002475) held the 19th meeting of the 4th board of supervisors. The board of supervisors of the company verified and commented on the adjustment of exercise price and exercise quantity, cancellation of some stock options and the achievement of exercise conditions in the first exercise period.
9. On January 22, 2021, the company held the 29th meeting of the Fourth Board of directors, deliberated and approved the proposal on adjusting the list of incentive objects reserved and granted in 2019 stock option incentive plan, the number of options and canceling some options, and the proposal on the achievement of exercise conditions in the first exercise period reserved and granted in 2019 stock option incentive plan. The independent directors of the company expressed independent opinions on this. On the same day, Luxshare Precision Industry Co.Ltd(002475) held the 29th meeting of the Fourth Board of supervisors. The board of supervisors of the company verified and commented on the adjustment of the list of incentive objects reserved for grant, the number of options, the cancellation of some stock options and the achievement of exercise conditions in the first exercise period reserved for grant.
10. On July 2, 2021, Luxshare Precision Industry Co.Ltd(002475) held the second meeting of the Fifth Board of directors, deliberated and approved the proposal on adjusting the exercise price of the stock option incentive plan in 2018 and 2019 and canceling some stock options of the stock option incentive plan in 2019, and the proposal on the achievement of the exercise conditions of the second exercise period granted by the stock option incentive plan in 2019 for the first time. The independent directors of the company expressed independent opinions on this. On the same day, Luxshare Precision Industry Co.Ltd(002475) held the second meeting of the Fifth Board of supervisors. The board of supervisors of the company verified and commented on the achievements of the exercise price adjustment, cancellation of some stock options and the exercise conditions for the first grant of the second exercise period.
11. On February 21, 2022, the company held the 7th Meeting of the 5th board of directors, deliberated and approved the proposal on adjusting the list of incentive objects reserved and granted in 2019 stock option incentive plan, the number of options and canceling some options, and the proposal on the achievement of exercise conditions reserved and granted in the second exercise period in 2019 stock option incentive plan. The independent directors of the company expressed independent opinions on this. On the same day, Luxshare Precision Industry Co.Ltd(002475) held the seventh meeting of the Fifth Board of supervisors. The board of supervisors of the company verified and commented on the adjustment of the list of incentive objects reserved for grant, the number of options and the cancellation of some stock options, as well as the achievement of the exercise conditions reserved for the second exercise period. 2、 The incentive plan adjusts the list of reserved incentive objects, the number of options and the cancellation of some stock options
According to the confirmation of Luxshare Precision Industry Co.Ltd(002475) , in the second waiting period reserved for the grant of the stock option incentive plan in 2019, 11 of the original incentive objects quit for personal reasons and no longer have the incentive qualification; The assessment result of 8 incentive objects is B, and the proportion of exercisable rights is 70% of the number of exercisable rights reserved and granted in the second phase. According to the administrative measures, the stock option incentive plan (Draft) and relevant regulations, the 599316 stock options granted to the above 19 employees who have resigned and failed to meet the assessment but have not been exercised shall not be exercised and shall be cancelled by the company. After this cancellation, the number of incentive objects was adjusted from 250 to 239, and the number of stock options granted but not exercised was adjusted from 16547958 to 15948642.
According to the authorization of the company’s first extraordinary general meeting in 2019, the adjustment of the list of incentive objects reserved for grant, the number of options and the cancellation of some stock options are matters within the scope of authorization, which can be approved by the board of directors of the company and need not be submitted to the general meeting of shareholders for deliberation again. Luxshare Precision Industry Co.Ltd(002475) the seventh meeting of the Fifth Board of directors was held on February 21, 2022, and the proposal on adjusting the list of incentive objects reserved and granted in the 2019 stock option incentive plan, the number of options and canceling some options was considered and approved. The independent directors of the company expressed their independent opinions on this.
In conclusion, our lawyers believe that the necessary internal decision-making procedures have been performed for the adjustment of the list of incentive objects reserved for grant, the number of options and the cancellation of some stock options, and the adjustment and cancellation contents comply with the relevant provisions of the administrative measures and the stock option incentive plan (Draft).
3、 The vesting conditions reserved for the second vesting period of the incentive plan have been fulfilled
(I) reserve and grant the second exercise period, and the waiting period expires
According to the relevant provisions of this incentive plan, the incentive objects who meet the exercise conditions can exercise the stock options reserved for grant in five phases in the proportion of 20%: 20%: 20%: 20%: 20% within the next 60 months after the expiration of 12 months from the date of registration. January 21, 2020, public
