Guangdong Huashang law firm
about
Genbyte Technology Inc(003028) 2021 restricted stock and stock option incentive plan
Grant and reserve some restricted shares and cancel some shares
Partial restrictions on cancellation of stock options and repurchase
Of stock related matters
Legal opinion
Guangdong Huashang law firm
CHINACOMMERCIALLAWFIRM. GUANGDONG
21-25 / F, Hong Kong China Travel Service building, 4011 Shennan Avenue, Futian District, Shenzhen
21-25F., CTSTower,No.4011,ShenNanRoad,ShenZhen,PRC. Tel: 00867558302555 Fax: 008675583025068 postal code (P.C.): 518048 website: http://www.huashang.com cn.
Guangdong Huashang law firm
About Genbyte Technology Inc(003028)
In 2021, the restricted stock and stock option incentive plan granted some reserved restricted stocks, cancelled some stock options and repurchased and cancelled some restricted stocks
Legal opinions on stock related matters
To: Genbyte Technology Inc(003028)
Entrusted by Genbyte Technology Inc(003028) (hereinafter referred to as " Genbyte Technology Inc(003028) " or "the company"), Guangdong Huashang law firm (hereinafter referred to as "the firm") is a professional legal service institution legally practicing within the territory of the people's Republic of China. Now it grants some reserved restricted shares (hereinafter referred to as "this grant") for the incentive plan of restricted shares and stock options in 2021 This legal opinion is issued for matters related to the cancellation of some stock options (hereinafter referred to as "this cancellation") and the repurchase and cancellation of some restricted shares (hereinafter referred to as "this repurchase cancellation").
According to the existing facts before the issuance date of this legal opinion, the company law of the people's Republic of China, the securities law of the people's Republic of China, the measures for the administration of equity incentive of listed companies (hereinafter referred to as the "measures") and other relevant laws, regulations and normative documents, as well as the provisions of the Genbyte Technology Inc(003028) articles of association in force, This legal opinion is issued in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry.
The firm and its lawyers have strictly performed their statutory duties, followed the principles of diligence, good faith and full verification in accordance with the provisions of the measures for the administration of securities legal business of 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 issuance date of this legal opinion, 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.
Our lawyers agree to take this legal opinion as one of the necessary legal documents of the company's incentive plan, publicly disclose it together with other materials, and are willing to bear corresponding legal liabilities according to law.
The exchange only gives opinions on legal matters related to the granting of reserved restricted shares, cancellation of some stock options and repurchase and cancellation of some restricted shares in the incentive plan for restricted shares and stock options in 2021, Moreover, the legal opinions shall be issued only in accordance with the current laws and regulations of the people's Republic of China (for the purpose of this legal opinion, excluding the Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan region, hereinafter referred to as "China"), and shall not be issued in accordance with any laws outside China. The exchange will not comment on the rationality of the value of the underlying stock, assessment standards and other issues involved in this grant, this cancellation and this repurchase cancellation, 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.
Our lawyers express legal opinions in accordance with the provisions of laws, regulations and normative documents published and effective before the date of issuance of this legal opinion and their understanding of relevant laws, regulations and normative documents, and based on the facts that have occurred or existed before the date of issuance of this legal opinion and their understanding of relevant facts. We do not guarantee such laws Any change or interpretation of regulations and normative documents after the issuance of this legal opinion will not affect this legal opinion.
The issuance of this legal opinion has been guaranteed by the company as follows:
1. The company has provided the original written materials, copies, copies, confirmation letters or certificates required by the company for the issuance of this legal opinion to the office and the handling lawyer;
2. The documents and materials provided by the company to the firm and the handling lawyer are true, accurate, complete and effective without concealment, falsehood and major omissions. If the documents and materials are copies or copies, they shall be consistent with the original. For the fact that it is very important to issue this legal opinion and cannot be supported by independent evidence, the exchange relies on the instructions or supporting documents issued by relevant government departments, companies or other relevant units to issue legal opinions. This legal opinion is only used by the company for the purpose of implementing this incentive plan and shall not be used for any other purpose. The exchange 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 exchange has the right to review and confirm the corresponding contents of the above relevant documents again.
Based on the above, our lawyers express the following legal opinions in accordance with the business standards, ethics and diligence recognized by the lawyer industry:
1、 Basic information of this incentive plan
On March 26, 2021, the third meeting of the remuneration and assessment committee of the second board of directors of the company considered and adopted the proposal on the company's incentive plan for restricted stocks and stock options in 2021 (Draft) and its summary, and the proposal on the management measures for the implementation and assessment of the company's incentive plan for restricted stocks and stock options in 2021, And agreed to submit it to the board of directors of the company for deliberation.
On April 2, 2021, the independent directors of the company expressed independent opinions on the proposal on the company's 2021 restricted stock and stock option incentive plan (Draft) and its summary and the scientificity and rationality of the indicators set in the company's 2021 restricted stock and stock option incentive plan. The independent directors of the company unanimously agreed that the company would implement this incentive plan.
On April 2, 2021, The 11th (Interim) meeting of the second board of directors of the company deliberated and approved the proposal on the company's 2021 restricted stock and stock option incentive plan (Draft) and its summary, and the proposal on the company's assessment and management measures for the implementation of 2021 restricted stock and stock option incentive plan The proposal of the board of directors on the authorization of stock options and other related matters in 2021.
On April 2, 2021, The 10th (Interim) meeting of the second board of supervisors of the company deliberated and adopted the proposal on the company's 2021 restricted stock and stock option incentive plan (Draft) and its summary, and the proposal on the company's measures for the assessment and management of the implementation of 2021 restricted stock and stock option incentive plan Proposal on verifying the list of incentive objects of the company's restricted stock and stock option incentive plan in 2021. From April 23, 2021 to May 6, 2021, the company publicized the information of the incentive objects of the incentive plan internally. On May 6, 2021, the company announced the announcement and verification opinions on the list of incentive objects first granted by the company's restricted stock and stock option incentive plan in 2021. After verification, the board of supervisors considered that the persons listed in the list of incentive objects first granted by the company's restricted stock and stock option incentive plan in 2021 were in compliance with relevant laws According to the conditions stipulated in the regulations and normative documents, it is legal and effective as the incentive object first granted by the restricted stock and stock option incentive plan in 2021.
On May 12, 2021, The 2020 annual general meeting of shareholders of the company deliberated and approved the proposal on the company's 2021 restricted stock and stock option incentive plan (Draft) and its summary, and the proposal on the company's measures for the assessment and management of the implementation of 2021 restricted stock and stock option incentive plan Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the incentive plan of restricted shares and stock options in 2021. Independent directors publicly solicited entrusted voting rights from all shareholders.
On June 10, 2021, the independent directors of the company expressed independent opinions on matters related to this adjustment and this grant. The board of directors considered that the adjustment of the list of incentive objects and the compliance of the company's incentive procedures were unnecessary, and the adjustment of the list of incentive objects granted by the board of directors damaged the legality and compliance of the company's incentive procedures The exercise price of stock option is adjusted. The incentive objects granted for the first time in this incentive plan meet the conditions specified in relevant laws, regulations and normative documents. Their subject qualification as the incentive object of this company's equity incentive plan is legal and effective, and the conditions of restricted shares and stock options granted have been met, It is agreed that the company will grant 1402880 restricted shares and 350072 stock options to eligible incentive objects for the first time on June 10, 2021. The grant price of restricted shares is 20.20 yuan / share and the exercise price of stock options is 40.70 yuan / share.
On June 10, 2021, the 14th (Interim) meeting of the second board of directors of the company deliberated and approved the proposal on adjusting the list of incentive objects of restricted shares granted for the first time in the incentive plan of restricted shares and stock options in 2021 and adjusting the grant price of restricted shares and the exercise price of stock options The exercise price of stock options has been adjusted; The proposal on granting restricted stocks and stock options to incentive objects for the first time was reviewed and approved, and it was determined that June 10, 2021 was the first grant date to grant restricted stocks and stock options to incentive objects.
On June 10, 2021, The 13th (Interim) meeting of the second board of supervisors of the company deliberated and approved the proposal on adjusting the list of incentive objects of restricted stocks and stock options granted for the first time in the incentive plan for restricted stocks and stock options in 2021 and the proposal on granting restricted stocks and stock options to incentive objects for the first time.
On July 2, 2021, the 15th (Interim) meeting of the second board of directors of the company deliberated and approved the proposal on adjusting the list of incentive objects and the number of rights and interests granted in the 2021 restricted stock and stock option incentive plan. The independent directors of the company expressed their independent opinions on this adjustment.
On July 2, 2021, the 14th (Interim) meeting of the second board of supervisors of the company deliberated and approved the proposal on adjusting the list of incentive objects and the number of rights and interests granted in the 2021 restricted stock and stock option incentive plan.
2、 Authorization, cancellation and cancellation of this repurchase
On March 4, 2022, the company held the 18th (Interim) meeting of the second board of directors, deliberated and approved the proposal on granting some restricted shares reserved in the 2021 incentive plan to incentive objects and the proposal on canceling some stock options and repurchasing some restricted shares that have been granted but not yet lifted. The board of Directors believes that (1) the incentive objects reserved in the 2021 incentive plan meet the incentive object conditions specified in the measures for the administration of equity incentive of listed companies and other relevant laws, regulations, rules and normative documents, meet the incentive object scope specified in the incentive plan, and their subject qualification as the incentive object of the incentive plan is legal and effective. At the same time, the granting conditions of this incentive plan have been achieved; (2) The board of directors agreed that the company would cancel 10000 stock options granted but not yet exercised by the six Resigned Persons and repurchase and cancel 39000 restricted shares granted but not yet lifted. The independent directors of the company have expressed their independent opinions on the above related matters.
On March 4, 2022, the 17th (Interim) meeting of the second board of supervisors of the company deliberated and approved the proposal on granting some restricted shares reserved in the 2021 incentive plan to incentive objects and the proposal on canceling some stock options and repurchasing some restricted shares that have been granted but not yet lifted. The board of supervisors believes that (1) the incentive objects reserved in the incentive plan in 2021 meet the incentive object conditions specified in the administrative measures for equity incentive of listed companies and other relevant laws, regulations, rules and normative documents, meet the incentive object scope specified in the company's incentive plan, and their subject qualification as the incentive object of the incentive plan is legal and effective. At the same time, the granting conditions of this incentive plan have been achieved; (2) The board of supervisors agreed that the company would cancel 10000 stock options granted but not yet exercised by the six resigned employees and repurchase and cancel 39000 restricted shares granted but not yet lifted.
Our lawyers believe that as of the issuance date of this legal opinion, the company has obtained the necessary approval and authorization for this grant, this cancellation and this repurchase cancellation at this stage. The cancellation and repurchase cancellation of the company still need to be approved by the general meeting of shareholders. Because the repurchase cancellation will lead to the reduction of the company's registered capital, the company still needs to perform the corresponding capital reduction procedures in accordance with the relevant provisions of the company law and the articles of association. 3、 Relevant information of this grant
(I) date of this grant
The board of directors authorized the board of directors to handle the proposal on matters related to the restricted stock and stock option incentive plan in 2021, and authorized the board of directors to determine the grant date of the equity incentive plan.
On March 4, 2022, the company held the 18th (Interim) meeting of the second board of directors and deliberated and adopted the "on granting incentives to incentive objects"
