Guohao law firm (Hangzhou)
about
Merit Interactive Co.Ltd(300766)
Restricted stock incentive plan for 2021
Matters related to the grant of reserved part
of
Legal opinion
Address: Guohao lawyer building, No. 2 and No. 15, Baita Park, laofuxing Road, Shangcheng District, Hangzhou zip code: 310008
Grandall building, No.2 & No.15, block B, Baita Park, old Fuxing Road, Hangzhou, Zhejiang 310008, China Tel: (+ 86) (571) 8577 5888 fax / Fax: (+ 86) (571) 8577 5643
Email / mail: [email protected].
Website: http://www.grandall.com com.. cn.
December, 2001
Guohao law firm (Hangzhou)
About Merit Interactive Co.Ltd(300766)
Restricted stock incentive plan for 2021
Matters related to the grant of reserved part
Legal opinion
To: Merit Interactive Co.Ltd(300766)
According to the legal service entrustment agreement signed between Merit Interactive Co.Ltd(300766) (hereinafter referred to as ” Merit Interactive Co.Ltd(300766) ” or “the company”) and Guohao law firm (Hangzhou) (hereinafter referred to as “the firm”), the firm accepts the entrustment of Merit Interactive Co.Ltd(300766) , in the capacity of special legal counsel, 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 measures for the administration of equity incentive of listed companies (hereinafter referred to as the “administrative measures”), the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the guide for business handling of GEM listed companies No. 5 – equity incentive and other relevant laws The relevant documents and existing facts of the company have been verified and verified in accordance with the regulations and normative documents and the provisions of the Merit Interactive Co.Ltd(300766) 2021 restricted stock incentive plan (Draft) (hereinafter referred to as the “incentive plan”) and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, This legal opinion is issued on matters related to the grant of the remaining reserved restricted shares (hereinafter referred to as the “grant”) to the incentive object under the Merit Interactive Co.Ltd(300766) 2021 restricted stock incentive plan (hereinafter referred to as the “equity incentive plan”).
Part I Introduction
The firm is a law firm registered according to law and qualified to practice. It is qualified to issue legal opinions on the understanding and application of Chinese laws, regulations and normative documents.
In accordance with the provisions of the securities law, the measures for the administration of securities legal business of law firms, 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.
Our lawyers express legal opinions in accordance with the laws, regulations and normative documents in force in China up to the date of issuance of this legal opinion, as well as their understanding of the relevant facts of Merit Interactive Co.Ltd(300766) this grant.
Merit Interactive Co.Ltd(300766) has assured the exchange that the documents and statements and explanations provided to the exchange are complete, true and effective, and all facts and documents sufficient to affect this legal opinion have been disclosed to the exchange without any concealment or omission.
The exchange declares that as of the date of issuance of this legal opinion, neither the exchange nor the signing lawyer holds Merit Interactive Co.Ltd(300766) shares, and there is no relationship with Merit Interactive Co.Ltd(300766) that may affect the fair performance of duties.
This legal opinion only expresses opinions on the legality and compliance of relevant legal matters of Merit Interactive Co.Ltd(300766) this grant, and does not express opinions on the rationality of the underlying equity value, assessment standards and other aspects involved in the company’s incentive plan, as well as accounting, finance and other non legal professional matters.
This legal opinion is only for Merit Interactive Co.Ltd(300766) the purpose of this grant, and shall not be used for any other purpose without the prior written permission of the exchange.
The exchange agrees to take this legal opinion as one of the necessary legal documents for Merit Interactive Co.Ltd(300766) this grant, report or publicly disclose it together with other application materials, and bear corresponding legal liabilities for the issued legal opinion according to law. In accordance with the requirements of relevant laws and regulations and in accordance with the business standards, ethics and the spirit of diligence recognized by the Chinese lawyer industry, our lawyers have verified and verified the relevant facts involved in Merit Interactive Co.Ltd(300766) this grant and issued this legal opinion.
The second part is the main body
1、 Approval and authorization of this grant
On February 9, 2021, The 20th meeting of the second board of directors of the company deliberated and passed the proposal on the company’s restricted stock incentive plan in 2021 (Draft) and its summary, the proposal on the company’s measures for the assessment and management of the implementation of the restricted stock incentive plan in 2021, and the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive. The independent directors of the company expressed positive independent opinions on the incentive plan and agreed to implement the incentive plan.
On February 9, 2021, The 18th meeting of the second board of supervisors of the company deliberated and adopted the proposal on the company’s restricted stock incentive plan in 2021 (Draft) and its summary, and the proposal on the company’s measures for the implementation and assessment of the company’s restricted stock incentive plan in 2021 Proposal on verifying the company’s list of some incentive objects granted for the first time under the restricted stock incentive plan in 2021, etc.
On February 25, 2021, The company’s first extraordinary general meeting in 2021 deliberated and passed the proposal on the company’s restricted stock incentive plan (Draft) in 2021 and its summary, the proposal on the company’s measures for the assessment of the implementation of the restricted stock incentive plan in 2021, and the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive, Agree to the equity incentive plan, and authorize the board of directors to determine the grant date of the restricted stock incentive plan, grant restricted shares to the incentive object when the incentive object meets the conditions, and handle all matters necessary for the ownership of restricted shares.
On April 23, 2021, the 21st Meeting of the second board of directors of the company deliberated and passed the proposal on adjusting matters related to the 2021 restricted stock incentive plan and the proposal on granting restricted shares to incentive objects for the first time. It is agreed that the first grant date of the equity incentive plan of the company is April 23, 2021, And agreed to grant 3.96 million restricted shares to 133 incentive objects meeting the grant conditions. The independent directors of the company expressed positive independent opinions on this.
On April 23, 2021, the 19th meeting of the second board of supervisors of the company considered and adopted the proposal on adjusting the incentive plan for restricted shares in 2021 and the proposal on granting restricted shares to incentive objects for the first time.
On December 30, 2021, the 26th meeting of the second board of directors of the company deliberated and adopted the proposal on granting reserved restricted shares to incentive objects, which defined the grant date, grant price, grant quantity and other matters of this grant. The independent directors of the company expressed positive independent opinions on this grant.
On December 30, 2021, the 22nd Meeting of the second board of supervisors of the company deliberated and adopted the proposal on granting reserved restricted shares to incentive objects.
In conclusion, our lawyers believe that as of the issuance date of this legal opinion, Merit Interactive Co.Ltd(300766) this grant has obtained the necessary approval and authorization at this stage, and is in line with the management measures and other laws and regulations as well as the relevant provisions of the incentive plan.
2、 Reserved awards of this incentive plan
(i) Date of this grant
According to the authorization of the first extraordinary general meeting of the company in 2021 to the board of directors, the company held the 26th meeting of the second board of directors on December 30, 2021, deliberated and adopted the proposal on granting reserved restricted shares to incentive objects, and determined December 31, 2021 as the grant date of this grant.
After verification, our lawyers believe that the grant date of the company’s current grant is the trading day, and within 12 months from the date when the general meeting of shareholders deliberates and approves the incentive plan, the grant date of the company’s current grant complies with the management measures and other laws and regulations as well as the relevant provisions of the incentive plan.
（2） Object, quantity and price of this grant
According to the proposal on granting reserved restricted shares to incentive objects deliberated and adopted at the 26th meeting of the second board of directors of the company, the incentive objects granted this time are 50 people, 99000 restricted shares are granted to other personnel that the board of directors deems necessary to be encouraged, and 742500 restricted shares are granted to incentive objects at the grant price of 15.50 yuan / share, 247500 restricted shares were granted to the incentive object at the grant price of 7.83 yuan / share. After verification, the lawyers of the firm believe that the grant object, grant quantity and grant price of the company this time comply with the administrative measures and other laws and regulations and the relevant provisions of the incentive plan.
（3） Conditions of this grant
According to the incentive plan, the board of directors may grant restricted shares to the incentive object according to the authorization of the general meeting of shareholders when the following conditions are met at the same time:
1. The company is not under any of the following circumstances:
(1) An audit report with a negative opinion or unable to express an opinion on the financial and accounting report of the most recent fiscal year 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, the 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.
2. The incentive object does not have any of the following circumstances:
(1) Being identified as inappropriate by the stock exchange within the last 12 months;
(2) It has been identified as an inappropriate candidate by the CSRC and its dispatched offices within the last 12 months;
(3) Being administratively punished by the CSRC and its dispatched offices or taking market entry prohibition measures for major violations of laws and regulations within the last 12 months;
(4) Those who are not allowed to serve as directors or senior managers of the company as stipulated in the company law;
(5) Those who are not allowed to participate in equity incentive of listed companies according to laws and regulations;
(6) Other circumstances recognized by the CSRC.
According to the commitment letter and relevant announcement documents issued by the company and verified by the lawyers of the exchange, as of the grant date of the equity incentive plan, Merit Interactive Co.Ltd(300766) and the incentive object have not been under the above circumstances. Our lawyers believe that Merit Interactive Co.Ltd(300766) the conditions for this grant have been met.
（4） Information disclosure of this grant
After verification by our lawyers, as of the issuance date of this legal opinion, the company has fulfilled the information disclosure obligations that should be performed at this stage in accordance with the administrative measures and other laws and regulations. The company still needs to continue to perform the obligation of information disclosure in accordance with the provisions of relevant laws and regulations on this grant, and handle relevant registration and settlement matters with the securities registration and settlement institution.
3、 Concluding observations
In conclusion, our lawyers believe that:
As of the issuance date of this legal opinion, Merit Interactive Co.Ltd(300766) this grant has obtained the necessary approval and authorization at this stage; The granting date, object, quantity and price of this grant comply with the administrative measures and other laws and regulations and the relevant provisions of the incentive plan; The conditions of this grant have been met; The company still needs to continue to perform the obligation of information disclosure in accordance with the provisions of relevant laws and regulations on this grant, and handle relevant registration and settlement matters with the securities registration and settlement institution.
——The text of this legal opinion ends——
Part III signature page
(there is no text on this page, which is the signature page of Guohao law firm’s legal opinion on matters related to the grant of reserved part of Merit Interactive Co.Ltd(300766) 2021 restricted stock incentive plan) this legal opinion is made in three originals without copies.
This legal opinion is issued on December 31, 2001.
Handling lawyer of Guohao law firm (Hangzhou): Yang Zhao
Person in charge: Yan Huarong, Wu ZHENGBO
