Guohao law firm (Shanghai)
About
Ningbo Ronbay New Energy Technology Co.Ltd(688005) in 2020, the repurchase and cancellation of class I restricted shares in the stock incentive plan was implemented
of
Legal opinion
Reception center, 27th floor, Jiadi center, 968 West Beijing Road, Shanghai 200041
27th Floor, Garden Square, No. 968 West Beijing Road, Shanghai 200041, China
Tel: + 86 21 5234 1668 Fax: + 86 21 5234 1670
Website: http://www.grandall.com..cn.
December 2021
Guohao law firm (Shanghai)
About Ningbo Ronbay New Energy Technology Co.Ltd(688005)
Class I restricted stocks in 2020 stock incentive plan
Legal opinion on the implementation of repurchase cancellation
To: Ningbo Ronbay New Energy Technology Co.Ltd(688005)
Guohao law firm (Shanghai) (hereinafter referred to as “the firm”) accepts the entrustment of Ningbo Ronbay New Energy Technology Co.Ltd(688005) (hereinafter referred to as ” Ningbo Ronbay New Energy Technology Co.Ltd(688005) ” or “the company”) to act as the special legal adviser for the Ningbo Ronbay New Energy Technology Co.Ltd(688005) 2020 restricted stock incentive plan (hereinafter referred to as “the incentive plan”).
According to 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 the rules for the listing of shares on the science and Innovation Board of Shanghai Stock Exchange (hereinafter referred to as the “Listing Rules”) ”）And the relevant provisions of laws, regulations and normative documents such as the business guide for information disclosure of listed companies on the Kechuang board No. 4 – disclosure of equity incentive information (hereinafter referred to as the “disclosure guide”), in accordance with the measures for the administration of securities legal business of law firms (hereinafter referred to as the “practice measures”) and the practice rules of securities legal business of law firms (for Trial Implementation) (hereinafter referred to as “practice rules”), this legal opinion is issued on the implementation of the repurchase and cancellation of class I restricted shares in the company’s 2020 stock incentive plan (hereinafter referred to as “repurchase and cancellation of this incentive plan” or “repurchase and cancellation of this incentive plan”) in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry.
Part I matters to be declared by lawyers
1、 The lawyers of the firm shall express legal opinions based on the facts that have occurred or existed before the date of issuance of this legal opinion, and based on their understanding of relevant facts and the current laws, regulations and other relevant provisions of China. Our lawyers have strictly performed their statutory duties, followed the principles of diligence and good faith, and conducted sufficient verification and verification 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.
2、 Our lawyers agree to publicly disclose this legal opinion as a necessary legal document for the implementation of this repurchase cancellation, and bear corresponding legal liabilities for the published legal opinions.
3、 Ningbo Ronbay New Energy Technology Co.Ltd(688005) warrants to our lawyers that they have provided our lawyers with true, complete, accurate and effective original written materials, copies or oral testimony necessary for the issuance of this legal opinion without any falsehood, omission or concealment; The signatures and seals on the documents submitted to our lawyers are true, and all copies and copies are consistent with the original. Our lawyer issues this legal opinion based on the above guarantee of the company.
4、 For important facts that cannot be supported by independent evidence, our lawyers rely on the supporting documents issued by relevant government departments, Ningbo Ronbay New Energy Technology Co.Ltd(688005) or other relevant institutions to issue this legal opinion.
5、 Our lawyers only express opinions on Ningbo Ronbay New Energy Technology Co.Ltd(688005) the legal issues related to the implementation of this repurchase cancellation, and do not express opinions on accounting, auditing, finance and other non legal professional matters. When quoting relevant financial data or conclusions in this legal opinion, we have fulfilled the obligation of ordinary care, but such quoting is not deemed as any express or implied guarantee for the authenticity and accuracy of these data and conclusions.
6、 When reading this legal opinion, all chapters shall be taken as a whole and shall not be used separately, and our lawyer has not authorized any unit or individual to make any interpretation or explanation on this legal opinion.
7、 This legal opinion is only for Ningbo Ronbay New Energy Technology Co.Ltd(688005) the purpose of the implementation of this repurchase cancellation, and shall not be used for any other purpose without the written consent of the exchange.
The second part is the main body
1、 Approval and authorization for cancellation of this repurchase
1. On October 28, 2020, Ningbo Ronbay New Energy Technology Co.Ltd(688005) the 25th meeting of the first board of directors deliberated and adopted the
<公司 2020 年限制性股票激励计划（草案）>
And its abstract
<公司2020 年限制性股票激励计划实施考核管理办法>
And the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the restricted stock incentive plan. The independent directors of the company have expressed independent opinions on the incentive plan and unanimously agreed that the company will implement the incentive plan.
2. On October 28, 2020, Ningbo Ronbay New Energy Technology Co.Ltd(688005) the 14th meeting of the first board of supervisors deliberated and adopted the
<公司 2020 年限制性股票激励计划（草案）>
And its abstract
<公司2020 年限制性股票激励计划实施考核管理办法>
Proposal on verification
<公司 2020年限制性股票激励计划首次授予部分激励对象名单>
The motion of the people’s Republic of China. The board of supervisors of the company verified the matters related to the incentive plan, issued verification opinions and agreed to implement the incentive plan.
3. On October 29, 2020, Ningbo Ronbay New Energy Technology Co.Ltd(688005) announced the list of some incentive objects granted by the Ningbo Ronbay New Energy Technology Co.Ltd(688005) 2020 restricted stock incentive plan for the first time, and publicized the names and positions of the incentive objects within the company from November 27, 2020 to December 6, 2020. During the publicity period, the board of supervisors of the company did not receive any objection to the proposed incentive object. On December 7, 2020, the company announced the announcement and verification opinions of the board of supervisors on the list of incentive objects of the company’s 2020 restricted stock incentive plan. The board of supervisors of the company believes that the personnel listed in the list of some incentive objects granted for the first time in this incentive plan comply with the company law, administrative measures, listing rules and other relevant laws The incentive object conditions specified in laws, regulations and normative documents and the company’s 2020 restricted stock incentive plan (Draft) (hereinafter referred to as the “incentive plan”) are legal and effective as the incentive object granted for the first time in this restricted stock incentive plan.
4. On December 11, 2020, Ningbo Ronbay New Energy Technology Co.Ltd(688005) held the first extraordinary general meeting of shareholders in 2020, deliberated and adopted the
<公司 2020 年限制性股票激励计划（草案）>
And its abstract
<公司 2020 年限制性股票激励计划实施考核管理办法>
And the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the restricted stock incentive plan.
5. On December 12, 2020, Ningbo Ronbay New Energy Technology Co.Ltd(688005) announced the self inspection report on the trading of the company’s shares by insiders and incentive objects of the company’s 2020 restricted stock incentive plan. According to the self inspection report, Within six months before the initial public disclosure of the incentive plan (i.e. from April 29, 2020 to October 28, 2020, hereinafter referred to as the “self inspection period”), there are three incentive objects among the verification objects (Sun Hui, Zhang Mingxiang, Liu Junwen) there was a situation of buying and selling the company’s shares, and the rest of the staff did not buy and sell shares during the self-examination. It was confirmed that the stock transactions conducted by the above three incentive objects during the examination were completely based on the company’s public information and their own judgment on the trading situation of the secondary market, and were unknown before buying and selling the company’s shares The relevant information of this incentive plan has not been disclosed to him by any person or suggested him to buy and sell the company’s shares based on this. There is no case of stock trading by using insider information.
6. On December 14, 2020, Ningbo Ronbay New Energy Technology Co.Ltd(688005) the 27th meeting of the first board of directors deliberated and adopted the proposal on granting restricted shares to incentive objects for the first time, which defined the grant date, grant price and other matters of this grant. The independent directors of the company expressed independent opinions on the first grant.
7. On December 14, 2020, Ningbo Ronbay New Energy Technology Co.Ltd(688005) the 15th meeting of the first board of supervisors deliberated and adopted the proposal on granting restricted shares to incentive objects for the first time. The board of supervisors of the company verified the list of incentive objects as of the grant date and issued verification opinions.
8. On July 5, 2021, Ningbo Ronbay New Energy Technology Co.Ltd(688005) the second meeting of the second board of directors deliberated and adopted the proposal on granting reserved restricted shares to incentive objects, defined the reserved grant date, grant price and other matters, and agreed to grant class I and class II restricted shares to 65 incentive objects respectively. The independent directors of the company have expressed their independent opinions on the reserved grant.
9. On July 5, 2021, Ningbo Ronbay New Energy Technology Co.Ltd(688005) the second meeting of the second board of supervisors deliberated and adopted the proposal on granting reserved restricted shares to incentive objects. The board of supervisors of the company verified the list of incentive objects reserved and granted this time and issued verification opinions.
10. On July 22, 2021, Ningbo Ronbay New Energy Technology Co.Ltd(688005) the fourth meeting of the second board of directors deliberated and adopted the proposal on repurchase and cancellation of restricted shares granted to some incentive objects of the 2020 restricted stock incentive plan but not yet lifted the sales restriction. The independent directors of the company expressed independent opinions on this proposal and agreed to repurchase and cancel some restricted shares of this incentive plan.
11. On July 22, 2021, Ningbo Ronbay New Energy Technology Co.Ltd(688005) the fourth meeting of the second session of the board of supervisors deliberated and adopted the proposal on repurchase and cancellation of restricted shares granted to some incentive objects of the 2020 restricted stock incentive plan but not yet lifted.
12. On August 24, 2021, Ningbo Ronbay New Energy Technology Co.Ltd(688005) the fifth meeting of the second board of directors deliberated and adopted the proposal on adjusting the repurchase and grant price of 2020 restricted stock incentive plan. The independent directors of the company expressed independent opinions and agreed that the company would adjust the repurchase and grant price of the incentive plan.
13. On August 24, 2021, Ningbo Ronbay New Energy Technology Co.Ltd(688005) the fifth meeting of the second board of supervisors deliberated and adopted the proposal on adjusting the repurchase and grant price of 2020 restricted stock incentive plan.
14. On September 17, 2021, Ningbo Ronbay New Energy Technology Co.Ltd(688005) the sixth meeting of the second board of directors deliberated and approved the proposal on matters related to the adjustment, repurchase and cancellation of restricted stock incentive plan in 2020. The independent directors of the company expressed their independent opinions and agreed to the adjustment, repurchase and cancellation of this incentive plan.
15. On September 17, 2021, Ningbo Ronbay New Energy Technology Co.Ltd(688005) the sixth meeting of the second board of supervisors deliberated and adopted the proposal on matters related to the adjustment, repurchase and cancellation of restricted stock incentive plan in 2020.
In addition, according to relevant announcement documents of the company, the company announced Ningbo Ronbay New Energy Technology Co.Ltd(688005) announcement on repurchase and cancellation of some shares of 2020 restricted stock incentive plan, reduction of registered capital and notice to creditors (Announcement No. 2021-056) on July 23, 2021. Within 45 days from July 23, 2021, the company has not received the declaration of early repayment or guarantee from relevant creditors.
In conclusion, our lawyers believe that as of the date of issuance of this legal opinion, the repurchase and cancellation of the company’s incentive plan has obtained the necessary approval and authorization at the present stage, and is in line with the administrative measures, listing rules, disclosure guidelines and other relevant laws and regulations, normative documents and the company’s incentive plan; The company still needs to go through the relevant industrial and commercial change registration procedures for the reduction of the company’s registered capital caused by the repurchase cancellation according to law.
2、 Details of this repurchase cancellation
(i) Basis and reasons for cancellation of this repurchase
According to “II. Changes in the personal situation of the incentive object” in “Chapter VIII handling of changes in the company / incentive object” of the incentive plan (Draft) If the incentive object resigns or the contract expires and does not renew the contract, the class I restricted shares that have been released from the restriction shall not be handled, and the class I restricted shares that have been granted but have not been released from the restriction shall not be released, The company shall cancel the repurchase at the lower of the grant price and the stock market price (the average transaction price of the company’s subject stock one trading day before the board of Directors considers the repurchase); the class II restricted shares that have been granted but not yet vested shall not be processed, and the class II restricted shares that have been granted but not yet vested shall be cancelled and invalid.
According to the relevant announcement documents of the company, in view of the resignation of the six incentive objects granted for the first time in the incentive plan, according to the relevant provisions of the incentive plan and the authorization of the company’s first extraordinary general meeting in 2020, the board of directors of the company decided to repurchase and cancel the class I restricted shares granted to the six people but not lifted, and the repurchase price was 23.91 yuan / share.
（2） Relevant personnel and quantity of this repurchase cancellation
According to the relevant announcement documents of the company, the repurchase and cancellation involves a total of 6 incentive objects, with a total of 58178.00 class I restricted shares to be repurchased and cancelled.
（3） Repurchase cancellation arrangement
According to the relevant announcement documents of the company, the company has opened a special account for repurchase in Shanghai Branch of China Securities Depository and Clearing Co., Ltd
