Guohao law firm (Shanghai)
About
Restricted stock incentive plan in 2022
(Draft)
of
Legal opinion
27th floor, Jiadi center, 968 Beijing West Road, Shanghai 200041
23-25th Floor, Garden Square, No. 968 West Beijing Road, Shanghai 200041, China
Tel: + 86 21 5234 1668 Fax: + 86 21 5243 3320
Website: http://www.grandall.com.cn.
February, 2002
catalogue
Section 1 matters stated by lawyers 4 Section II text five
1、 The company meets the conditions for the implementation of equity incentive five
2、 The legality and compliance of the content of this incentive plan six
3、 Legal procedures to be performed in this incentive plan eight
4、 Determination of the incentive object of this incentive plan nine
5、 The information disclosure involved in this incentive plan eleven
6、 The company does not provide financial assistance for incentive objects eleven
7、 The impact of this incentive plan on the interests of the company and all its shareholders eleven
8、 Avoidance of related Directors twelve
9、 Concluding observations twelve
Section III signature page 14 to: Wuxi Autowell Technology Co.Ltd(688516)
Guohao law firm (Shanghai) (hereinafter referred to as “the firm”) has accepted the entrustment of Wuxi Autowell Technology Co.Ltd(688516) (hereinafter referred to as ” Wuxi Autowell Technology Co.Ltd(688516) ” or “the company”) to act as the special legal adviser of the company’s restricted stock incentive plan in 2022 (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”), and the measures for the administration of equity incentive of listed companies (hereinafter referred to as the “administrative measures”) promulgated by the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”) Relevant laws and regulations such as the Listing Rules of shares on the science and Innovation Board of Shanghai Stock Exchange (hereinafter referred to as “the Listing Rules of the science and Innovation Board”), the self regulatory guide for listed companies on the science and Innovation Board No. 4 – disclosure of equity incentive information (hereinafter referred to as “disclosure of equity incentive information”) In accordance with the provisions of laws and regulations, normative documents and the Wuxi Autowell Technology Co.Ltd(688516) articles of Association (hereinafter referred to as the “articles of association”), we have verified and verified the relevant documents provided by the company in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, and issued this legal opinion for the company’s incentive plan.
Section 1 matters declared by lawyers
In order to issue this legal opinion, our lawyer hereby makes the following statement:
1、 In accordance with the provisions of the company law, the securities law, the administrative measures and other regulations and the facts that have occurred or exist before the date of issuance of this legal opinion, the office and the handling lawyers have strictly performed their statutory duties, followed the principles of diligence and good faith, and fully verified the legality and compliance of the company’s incentive plan, Guarantee that this legal opinion is free from false records, misleading statements and major omissions.
2、 Our lawyer agrees to take this legal opinion as a necessary legal document for the company’s incentive plan, report it together with other materials, and bear legal responsibility for the legal opinion issued in accordance with the law. The lawyer of the firm agrees that the company shall quote the relevant contents of this legal opinion in the relevant documents prepared by the company for the implementation of this incentive plan, but when the company makes the above quotation, it shall not cause legal ambiguity or misinterpretation due to the quotation. The lawyer of the firm has the right to review and confirm the corresponding contents of the above relevant documents again.
3、 In order to issue this legal opinion, the company has guaranteed to provide the lawyers of the firm with the original written materials, copies or oral testimony that are true and effective and necessary for issuing this legal opinion. The signatures and / or seals on the relevant materials are true and effective, and the relevant copies or copies are consistent with the original materials or originals, There are no false contents and major omissions.
4、 For the facts that are crucial to this legal opinion and cannot be supported by independent evidence, the exchange relies on the statements or supporting documents issued by relevant government departments, companies or other relevant units to make judgments.
5、 Our lawyers only express opinions on the legal issues related to the company’s incentive plan, but do not express opinions on the rationality of the underlying equity value, assessment standards and other non legal matters involved in the company’s incentive plan. The quotation of relevant financial data or conclusions in this legal opinion does not mean that the exchange makes any express or implied guarantee for the authenticity and accuracy of these data or conclusions. The institute does not have the appropriate qualification to verify and evaluate such data and conclusions.
This legal opinion is only for the purpose of the company’s incentive plan and shall not be used for any other purpose.
Section II main body
1、 The company meets the conditions for equity incentive
(I) the company is established and exists legally
1. After verification by our lawyers, the company is a joint stock limited company established by Wuxi Wuxi Autowell Technology Co.Ltd(688516) Technology Co., Ltd. on October 29, 2015.
2. With the approval of the reply on Approving the registration of Wuxi Autowell Technology Co.Ltd(688516) initial public offering (zjxk [2020] No. 718) of the CSRC and the announcement on the listing and trading of Wuxi Autowell Technology Co.Ltd(688516) RMB common shares on the science and Innovation Board of Shanghai Stock Exchange (SSE announcement (stock) [2020] No. 52), the company’s shares were listed on the science and Innovation Board of Shanghai Stock Exchange on May 21, 2020, The stock is abbreviated as ” Wuxi Autowell Technology Co.Ltd(688516) “, and the stock code is 688516.
3. After verification by our lawyers, the company now holds the business license with the unified social credit code of 913202005502754040 issued by Wuxi administrative examination and approval Bureau. According to the business license, Ge Zhiyong, the legal representative of the company, with a registered capital of 98.67 million yuan and a domicile at No. 25 Zhujiang Road, Wuxi, has business scope: R & D, manufacturing, sales and technical services of industrial automatic control system devices, special equipment for electronic industry, photovoltaic equipment and components; Processing, manufacturing and sales of mechanical parts; Sales of general machinery and accessories; Software development; Self operated and acting as an agent for the import and export of various commodities and technologies (except for the commodities and technologies whose import and export are restricted or prohibited by the state).
(for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments). Business term: from February 1, 2010 to no fixed term.
After verification by the lawyers of the firm, the company does not need to be terminated in accordance with laws, regulations, normative documents and the articles of association.
(II) the company is not allowed to implement the incentive plan
1. According to the audit report “Lixin Zhonglian Shen Zi [2021] d-0088” issued by Lixin Zhonglian Certified Public Accountants (special general partnership), the written commitment of the company and the verification of our lawyers, the company does not have the situation that equity incentive is not allowed as stipulated in Article 7 of the management measures:
(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 most recent 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.
In conclusion, our lawyers believe that as of the date of issuance of this legal opinion, Wuxi Autowell Technology Co.Ltd(688516) has been legally established and effectively existing, and there is no need to terminate, nor is there any situation that equity incentive shall not be implemented as stipulated in Article 7 of the administrative measures. It has the subject qualification to implement the incentive plan and meets the conditions for implementing equity incentive as stipulated in the administrative measures. 2、 Legality and compliance of the contents of this incentive plan
On February 22, 2022, the company held the ninth meeting of the third board of directors in accordance with legal procedures. The meeting deliberated and adopted the proposal on the company’s restricted stock incentive plan in 2022 (Draft) > and its summary. The Wuxi Autowell Technology Co.Ltd(688516) 2022 restricted stock incentive plan (Draft) (hereinafter referred to as the “incentive plan (Draft)”) is divided into 14 chapters, including “interpretation”, “purpose and principle of the incentive plan”, “management organization of the incentive plan”, “basis and scope for determining incentive objects” “Incentive method, source, quantity and distribution of restricted stocks”, “validity period, grant date, attribution arrangement and lock up period of this incentive plan”, “grant price of restricted stocks and determination method of grant price”, “grant and attribution conditions of restricted stocks”, “implementation procedures of restricted stock incentive plan” “Adjustment methods and procedures of restricted stock incentive plan”, “accounting treatment of restricted stock”, “respective rights and obligations of the company / incentive object”, “treatment of changes in the company / incentive object” and “Supplementary Provisions”.
After verification by our lawyers, the main contents of the incentive plan (Draft) include:
1. The purpose of this equity incentive;
2. Determination basis and scope of incentive objects;
3. The number of rights and interests to be granted, the type, source and quantity of the underlying shares involved in the rights and interests to be granted, and the percentage in the total share capital of the listed company; The number of rights and interests to be reserved, the number of underlying shares involved and the percentage in the total amount of underlying shares of the equity incentive plan;
4. The number of rights and interests that can be granted to directors and senior managers in the incentive object and their percentage in the total amount of rights and interests to be granted in the incentive plan; The name, position, number of rights and interests that can be granted to other incentive objects (respectively or according to appropriate classification) and their percentage in the total amount of rights and interests to be granted in this incentive plan;
5. The validity period of this incentive plan, the granting date and ownership arrangement of restricted shares;
6. The grant price of restricted shares and the determination method of the grant price;
7. Conditions for granting rights and interests to incentive objects and exercising rights and interests;
8. Procedures for granting rights and interests by the company and exercising rights and interests by incentive objects;
9. Methods and procedures for adjusting the granting price, quantity and ownership quantity of restricted shares;
10. The accounting treatment method of this incentive plan, the determination method of the fair value of restricted shares, the accrued expenses for the implementation of this incentive plan and its impact on the operating performance of the company;
11. Change and termination of this incentive plan;
12. The implementation of this incentive plan in case of change of control, merger, division of the company and job change, resignation, death and other events of the incentive object;
13. Dispute or dispute resolution mechanism between the company and the incentive object;
14. The rights and obligations of the company and the incentive object.
After verification, our lawyers believe that the above matters specified in the incentive plan (Draft) comply with the provisions of Article 9 of the administrative measures; The conditions and time arrangement for the grant and attribution of restricted shares in this incentive plan comply with the relevant provisions of Articles 10, 11 and 16 of the administrative measures and the Listing Rules of the science and innovation board; The setting of reserved rights and interests in this incentive plan complies with the provisions of Article 15 of the administrative measures; The source of the subject stock of this incentive plan complies with the provisions of Article 12 of the administrative measures; The validity period of this incentive plan complies with the provisions of Article 13 of the administrative measures; The method of determining the grant price of restricted shares in this incentive plan complies with the relevant provisions of Article 23 of the administrative measures and article 10.6 of the Listing Rules of science and innovation board; The setting of termination of the incentive plan complies with the provisions of Article 18 of the administrative measures.
In conclusion, our lawyers believe that the contents of this incentive plan comply with the relevant provisions of the administrative measures and the Listing Rules of the science and innovation board.
3、 Legal procedures to be performed in this incentive plan
(I) legal procedures performed by the company for the implementation of this incentive plan
After verification by our lawyers, as of the date of issuance of this legal opinion, in order to implement this incentive plan, the company has performed the following legal procedures:
1. The remuneration and assessment committee of the board of directors of the company formulated the incentive plan (Draft) and the measures for the administration of the implementation and assessment of the restricted stock incentive plan in 2022 (hereinafter referred to as the “measures for the administration of the implementation and assessment”) and submitted them to the board of directors for deliberation;
2. On February 22, 2022, the ninth 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 The related directors Zhou Yongxiu, Yin Zhe and Liu shiting abstained from voting on the proposal on the management measures for the implementation and assessment of the company’s restricted stock incentive plan in 2022 and the proposal on submitting the general meeting of shareholders to authorize the board of directors to handle matters related to the company’s restricted stock incentive plan in 2022.
3. On February 22, 2022, the company’s independent directors Li Chunwen, Ruan Chunlin and sun Xinwei expressed their independent opinions on the draft of the incentive plan, believing that the incentive plan is conducive to the sustainable development of the company and the formation of a long-term incentive mechanism for core talents, and there is no damage to the interests of the company and all shareholders, especially small and medium-sized shareholders. When considering relevant proposals, the board of directors, The related directors have avoided voting, and they unanimously agree that the company will implement the incentive plan and agree to submit the matter to the general meeting of shareholders for deliberation.
4. On February 22, 2022, the seventh meeting of the third board of supervisors of the company deliberated and adopted the proposal on the company’s restricted stock incentive plan in 2022 (Draft) and its summary The proposal on the management measures for the implementation and assessment of the company’s restricted stock incentive plan in 2022 and the proposal on verifying the list of some incentive objects granted by the company’s restricted stock incentive plan for the first time in 2022 are considered as the incentive plan
