Beijing Jinchengtongda (Shenzhen) law firm
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Shenzhen Zhaowei Machinery&Electronic Co.Ltd(003021) the incentive plan for restricted shares and stock options in 2021 grants some reserved restricted shares and stock options, repurchases and cancels some restricted shares, and
Cancellation of some stock options
Legal opinion
Jin Shen FA Yi Zi [2022] No. 78
510008, floor 5, investment bank building, No. 115, Fuhua 1st Road, Futian District, Shenzhen
Tel: 0755-2223 5518 Fax: 0755-2223 5528
Beijing Jinchengtongda (Shenzhen) law firm
About Shenzhen Zhaowei Machinery&Electronic Co.Ltd(003021)
Restricted stock and stock option incentive plan in 2021
Legal opinions on granting reserved part of restricted shares and stock options, repurchasing and canceling part of restricted shares and canceling part of stock options
Jin Shen FA Yi Zi [2022] No. 78 to: Shenzhen Zhaowei Machinery&Electronic Co.Ltd(003021)
Beijing Jinchengtongda (Shenzhen) law firm (hereinafter referred to as “the firm” or “we”) accepts the entrustment of Shenzhen Zhaowei Machinery&Electronic Co.Ltd(003021) (hereinafter referred to as ” Shenzhen Zhaowei Machinery&Electronic Co.Ltd(003021) ” or “the company”) as the special legal adviser of its 2021 restricted stock and stock option incentive plan (hereinafter referred to as “the incentive plan”), In accordance with the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), the company law of the people’s Republic of China (hereinafter referred to as the “company law”), and the measures for the administration of equity incentives of listed companies (hereinafter referred to as the “administrative measures”) issued by the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”) Shenzhen Stock Exchange Stock Listing Rules (revised in 2020) (hereinafter referred to as “Listing Rules”), Shenzhen Stock Exchange listed company business handling guide No. 9 – equity incentive (hereinafter referred to as “business handling guide”) and other laws and administrative regulations The relevant provisions of the departmental rules and normative documents and the articles of association of Shenzhen Zhaowei Machinery&Electronic Co.Ltd(003021) (hereinafter referred to as the articles of association), in accordance with the business standards, ethics and diligence recognized by the lawyer industry, Issued the legal opinion of Beijing Jinchengtongda (Shenzhen) law firm on Shenzhen Zhaowei Machinery&Electronic Co.Ltd(003021) 2021 restricted stock and stock option incentive plan (Draft), the legal opinion of Beijing Jinchengtongda (Shenzhen) law firm on matters related to the first grant of Shenzhen Zhaowei Machinery&Electronic Co.Ltd(003021) 2021 restricted stock and stock option incentive plan, and Beijing Jinchengtongda (Shenzhen) Legal opinion of law firm on the adjustment of restricted stock and stock option incentive plan in Shenzhen Zhaowei Machinery&Electronic Co.Ltd(003021) 2021, legal opinion of Beijing Jinchengtongda (Shenzhen) law firm on the adjustment of restricted stock reserved fraction, stock option quantity and exercise price in Shenzhen Zhaowei Machinery&Electronic Co.Ltd(003021) 2021 restricted stock and stock option incentive plan, and Beijing Jinchengtongda (Shenzhen) law firm’s legal opinion on the adjustment of performance evaluation indicators of some companies involved in the Shenzhen Zhaowei Machinery&Electronic Co.Ltd(003021) 2021 restricted stock and stock option incentive plan. This legal opinion is hereby issued to verify the reserved restricted shares and stock options (hereinafter referred to as “this grant”), the repurchase and cancellation of some restricted shares and the cancellation of some stock options.
In order to issue this legal opinion, our lawyers have reviewed the Shenzhen Zhaowei Machinery&Electronic Co.Ltd(003021) 2021 restricted stock and stock option incentive plan (Draft) (hereinafter referred to as “incentive plan (Draft)”) and its summary The Shenzhen Zhaowei Machinery&Electronic Co.Ltd(003021) 2021 restricted stock and stock option incentive plan (Revised Draft) (hereinafter referred to as the “incentive plan (Revised Draft)”) and its abstract, the measures for the administration of the implementation of Shenzhen Zhaowei Machinery&Electronic Co.Ltd(003021) 2021 restricted stock and stock option incentive plan (hereinafter referred to as the “assessment measures”) The administrative measures for the assessment of the implementation of the Shenzhen Zhaowei Machinery&Electronic Co.Ltd(003021) 2021 restricted stock and stock option incentive plan (Revised) (hereinafter referred to as the “assessment measures (Revised)”), the relevant documents of the board of directors, the opinions of independent directors, the documents of the board of supervisors, the documents of the general meeting of shareholders, the written confirmation documents of the company and other documents that the lawyers of the exchange think need to be reviewed, And checked and verified the relevant facts and materials by querying the public information of government departments.
In order to issue this legal opinion, our lawyers have checked and verified the documents and facts related to this incentive plan in accordance with the provisions of relevant laws, administrative regulations, normative documents and the requirements of our business rules and in the principle of prudence and importance.
For this legal opinion, our lawyer hereby makes the following statement:
1. In the course of work, our lawyers have been assured by the company that the company has provided our lawyers with the original written materials, copies and oral testimony that our lawyers believe are necessary for the preparation of legal opinions, and the documents and materials provided are true, complete and effective without concealment, falsehood and major omissions.
2. The lawyers of this firm shall express legal opinions in accordance with the facts that have occurred or existed before the date of issuance of this legal opinion, the current national laws, administrative regulations, normative documents such as the company law, the securities law and the relevant provisions of the CSRC.
3. For the fact that this legal opinion is very important and cannot be supported by independent evidence, our lawyers rely on the supporting documents issued by relevant government departments, companies or other relevant units and the publicly available information of the competent authorities as the basis for making this legal opinion.
4. In accordance with the provisions of the securities law, the measures for the administration of securities legal business conducted by law firms and the rules for the practice of securities legal business of law firms (for Trial Implementation), and the facts that have occurred or exist before the date of issuance of this legal opinion, the firm and its handling lawyers have strictly performed their statutory duties and followed the principles of diligence 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.
5. This legal opinion only expresses legal opinions on legal issues in China related to this incentive plan. The firm and its lawyers are not qualified to express professional opinions on professional matters such as accounting, auditing and overseas legal matters. When accounting and audit matters are involved in this legal opinion, they are quoted in strict accordance with the professional documents issued by relevant intermediaries and the instructions of the company.
6. Our lawyers agree to take this legal opinion as the necessary legal documents for the grant of reserved restricted shares and stock options, the repurchase and cancellation of some restricted shares and the cancellation of some stock options.
7. This legal opinion is only for the purpose of this grant of reserved restricted shares and stock options, this repurchase of cancelled restricted shares and cancellation of some stock options, and shall not be used for any other purpose.
The lawyers of the firm issued the following legal opinions in accordance with the company law, securities law, administrative measures, business handling guide and other laws, regulations and normative documents, as well as the relevant provisions of the articles of association and incentive plan (Revised Draft):
1、 Basic information of this incentive plan
(I) on January 30, 2021, the remuneration and assessment committee of the first board of directors of the company formulated, deliberated and adopted the incentive plan (Draft) and assessment measures.
(II) on January 30, 2021, the company held the 23rd Meeting of the first board of directors, The proposal on the company’s 2021 restricted stock and stock option incentive plan (Draft) and its summary, the proposal on the management measures for the implementation and assessment of the company’s 2021 restricted stock and stock option incentive plan, the proposal on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive and other relevant proposals related to this incentive plan were reviewed and approved, And the related directors have avoided voting. The independent directors of the company issued the independent opinions of Shenzhen Zhaowei Machinery&Electronic Co.Ltd(003021) independent directors on matters related to the 23rd Meeting of the first board of directors, unanimously agreed that the company would implement the incentive plan, and agreed to submit the matter to the general meeting of shareholders of the company for deliberation.
(III) on January 30, 2021, the company held the 15th meeting of the first board of supervisors, The proposal on the company’s 2021 restricted stock and stock option incentive plan (Draft) and its summary, the proposal on the management measures for the implementation and assessment of the company’s 2021 restricted stock and stock option incentive plan, and the proposal on verifying the list of incentive objects first granted by the company’s 2021 fixed-term stock and stock option incentive plan were reviewed and approved.
(IV) on February 19, 2021, the board of supervisors issued the announcement and verification report on the list of incentive objects first granted by the company’s restricted stock and stock option incentive plan in 2021, and considered that the incentive objects of this incentive plan met the conditions specified in relevant laws, regulations and normative documents, If it meets the scope and conditions of the incentive object specified in the incentive plan, it is legal and effective as the incentive object of the incentive plan.
(V) on February 21, 2021, the company held the second extraordinary general meeting of shareholders in 2021, The proposal on the company’s 2021 restricted stock and stock option incentive plan (Draft) and its summary, the proposal on the management measures for the implementation and assessment of the company’s 2021 restricted stock and stock option incentive plan, and the proposal on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive were reviewed and approved, The general meeting of shareholders of the company authorizes the board of directors to determine the grant date of this incentive plan, grant restricted shares and stock options to incentive objects when they meet the conditions, and handle relevant matters necessary for the grant of restricted shares and stock options. (VI) on February 21, 2021, the company held the first meeting of the second board of directors, deliberated and approved the proposal on granting restricted stocks and stock options to the incentive objects of the company’s 2021 restricted stock and stock option incentive plan for the first time. The board of directors considered that the grant conditions specified in the incentive plan had been met, agreed to take February 21, 2022 as the grant date, and agreed to grant 506700 restricted shares and 2026800 stock options to 144 incentive objects who met the grant conditions for the first time. On February 21, 2021, the independent directors of the company expressed clear and affirmative independent opinions on the grant.
(VII) on February 21, 2021, the company held the first meeting of the second board of supervisors, deliberated and approved the proposal on granting restricted stocks and stock options to the incentive objects of the company’s 2021 restricted stock and stock option incentive plan for the first time; On the same day, the board of supervisors issued the verification opinions on the list of incentive objects first granted by the company’s restricted stock and stock option incentive plan in 2021 (grant date). The board of supervisors considered that the grant conditions specified in the incentive plan had been met, and the subject qualification of incentive objects was legal and effective. It agreed that the grant date of the incentive plan was February 21, 2021, And agreed to grant a total of 506700 restricted shares and 2026800 stock options to 144 incentive objects who meet the grant conditions for the first time. The board of supervisors of the company issued verification opinions on the list of incentive objects granted this time.
(VIII) on April 12, 2021, the company held the fourth meeting of the second board of directors, deliberated and approved the proposal on adjusting the incentive plan of restricted shares and stock options in 2021. The board of directors agreed that 9 incentive objects would give up the subscription of all granted restricted shares and 120000 stock options for personal reasons, The number of incentive objects of this incentive plan was adjusted from 144 to 135, the number of restricted shares granted was adjusted from 506700 to 476700, and the number of stock options granted was adjusted from 2026800 to 1906800.
(IX) on April 12, 2021, the company held the fourth meeting of the second board of supervisors, deliberated and approved the proposal on adjusting the incentive plan of restricted shares and stock options in 2021. The board of supervisors agreed that 9 incentive objects would give up the subscription of all granted restricted shares and 120000 stock options for personal reasons, The number of incentive objects of this incentive plan was adjusted from 144 to 135, the number of restricted shares granted was adjusted from 506700 to 476700, and the number of stock options granted was adjusted from 2026800 to 1906800. On the same day, the board of supervisors issued the verification opinions on adjusting the company’s incentive plan for restricted shares and stock options in 2021.
(x) on May 20, 2021, the company held the sixth meeting of the second board of directors, deliberated and adopted the proposal on adjusting the reserved number of restricted shares, the number of stock options and the exercise price of the company’s 2021 equity incentive plan. According to the company’s incentive plan (Draft), if the company has matters such as conversion of capital reserve to share capital, distribution of stock dividends, stock splitting, allotment, stock reduction and so on from the date of announcement of the draft incentive plan to the completion of restricted stock registration of the incentive object, the number of restricted shares shall be adjusted accordingly; If the company has matters such as conversion of capital reserve into share capital, distribution of stock dividends, stock splitting, share allotment and share reduction before the incentive object exercises, the number and exercise price of stock options shall be adjusted accordingly. The board of directors agreed that from May 17, 2021, the number of restricted shares reserved in the company’s restricted stock and stock option incentive plan in 2021 will be adjusted from 93300 shares to 14928 shares; The number of stock options was adjusted from 1906800 to 305088, and the exercise price was adjusted from 7
