Beijing Zhide law firm
About Dark Horse Technology Group Co.Ltd(300688)
Legal opinion on cancellation of some granted stock options in 2019 stock option incentive plan
March, 2002
Beijing Zhide law firm
Floor 5, Raffles Center office building, No. 1, Dongzhimen South Street, Dongcheng District, Beijing, 100007
5th Floor, Raffles City Beijing Offices Tower, No.1 Dongzhimen South Street,
Dongcheng District, Beijing 100007 P.R.C.
T. 01056500900 F. 01056500999
About Dark Horse Technology Group Co.Ltd(300688)
Cancellation of some stock options granted under the 2019 stock option incentive plan
Legal opinion
To: Dark Horse Technology Group Co.Ltd(300688)
Beijing Zhide law firm (hereinafter referred to as “Zhide”) is entrusted by Dark Horse Technology Group Co.Ltd(300688) (hereinafter referred to as “the company” or ” Dark Horse Technology Group Co.Ltd(300688) “), in accordance with the company law of the people’s Republic of China (hereinafter referred to as “the company law”) and 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 “measures”) issued by the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”) Shenzhen Stock Exchange and other laws and administrative regulations of China (excluding Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan region), such as the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange (revised in 2020) (hereinafter referred to as the “guidelines for the standardized operation”) This legal opinion is issued in accordance with the relevant provisions of the departmental rules and normative documents and the Dark Horse Technology Group Co.Ltd(300688) articles of Association (hereinafter referred to as the “articles of association”) on the cancellation of stock options granted by the company in part of the 2019 stock option incentive plan (hereinafter referred to as the “equity incentive plan”) (hereinafter referred to as the “cancellation”).
In order to issue this legal opinion, in accordance with the relevant 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), Zhide collected evidence materials and consulted the documents that need to be consulted according to the regulations and other documents that Zhide deems necessary. If the company guarantees that the original written materials, copies, photocopies, confirmation letters or certificates required by Zhide to issue this legal opinion are provided, the documents and materials provided to Zhide are true, accurate, complete and effective, without any concealment, falsehood or major omission, and the documents and materials are copies or photocopies, On the basis of its consistency and conformity with the original, Zhide made full and reasonable use of the methods including but not limited to communication with the handling personnel of the company, written review and review to verify and confirm the relevant facts.
In accordance with the relevant provisions of the securities law, the measures for the administration of law firms engaging in securities legal business, the rules for the practice of securities legal business of law firms (for Trial Implementation) and the principle of giving credit in this legal opinion, Zhide and the handling lawyer have 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.
Zhide only gives opinions on the legal issues related to the cancellation of the company, and only gives legal opinions in accordance with the current laws and regulations of China. Zhide will not comment on the rationality of the subject stock value and other issues involved in the cancellation of the company, as well as accounting, finance and other non legal professional matters. When quoting relevant financial data or conclusions in this legal opinion, Zhide has fulfilled the necessary duty of care, but such quoting shall not be regarded as any express or implied guarantee for the authenticity and accuracy of these data and conclusions.
Zhide agrees that the company will take this legal opinion as one of the necessary documents for its cancellation and submit it to relevant institutions for review or public disclosure together with other materials. This legal opinion is only used by the company for the purpose of this cancellation and shall not be used for any other purpose. Zhide agrees that the company shall quote the relevant contents of this legal opinion in the relevant documents prepared for the implementation of this cancellation, but when the company makes the above quotation, it shall not cause legal ambiguity or misinterpretation due to the quotation. Zhide has the right to review and confirm the corresponding contents of the above relevant documents again.
In accordance with the requirements of the company law, the securities law and other relevant laws and regulations and the relevant provisions of the CSRC, and in accordance with the business standards, ethics and diligence recognized by the lawyer industry, Zhide hereby issues the following legal opinions:
1、 Legal procedures for the approval, authorization and performance of this cancellation
After verification by lawyer Zhide, as of the date of issuance of this legal opinion, the company has obtained the following approval and authorization for the cancellation:
1. On April 1, 2019, The eighth meeting of the second board of directors of the company deliberated and approved the proposal on the company’s 2019 stock option incentive plan (Draft) and its summary, and the proposal on the company’s measures for the implementation and assessment of 2019 stock option incentive plan Proposal on requesting the general meeting of shareholders of the company to authorize the board of directors to handle matters related to the company’s 2019 stock option incentive plan and other relevant proposals. There is no need for affiliated directors to avoid voting at the meeting. On the same day, the independent directors of the company expressed their independent opinions on the 2019 stock option incentive plan, and unanimously agreed to implement the equity incentive plan.
2. On April 1, 2019, The fourth meeting of the second session of the board of supervisors of the company deliberated and approved the proposal on the company’s 2019 stock option incentive plan (Draft) and its summary, the proposal on the measures for the implementation and assessment of the company’s 2019 stock option incentive plan, and the proposal on the verification opinions on the list of incentive objects of the company’s 2019 stock option incentive plan And other proposals related to the equity incentive plan, which holds that the list of incentive objects determined in the equity incentive plan is consistent with the scope of incentive objects determined in the equity incentive plan and meets the conditions of incentive objects specified in the management measures; The subject qualification of relevant incentive objects as the incentive objects of the company’s stock option incentive plan is legal and effective.
3. From April 3, 2019 to April 14, 2019, the company publicized the names and positions of the incentive objects to be granted on the company’s internal website. On April 15, 2019, the board of supervisors of the company issued the opinions of the board of supervisors on the review and publicity of the list of incentive objects of the company’s 2019 stock option incentive plan.
4. On April 19, 2019, The first extraordinary general meeting of the company in 2019 deliberated and approved the proposal on the company’s 2019 stock option incentive plan (Draft) and its summary, and the proposal on the company’s measures for the implementation and assessment of 2019 stock option incentive plan The board of directors of the company is authorized to determine the grant date of stock options, grant stock options to incentive objects when they meet the conditions, and handle all necessary procedures for granting stock options
Matters; At the same time, the company disclosed the self inspection report on the trading of the company’s shares by insiders and incentive objects of the 2019 stock option incentive plan according to the verification of the trading of the company’s shares by insiders. 5. On April 25, 2019, the ninth meeting of the second board of directors of the company deliberated and approved the proposal on matters related to the grant of stock option incentive plan in 2019, which determined that the grant conditions were mature. According to the authorization of the general meeting of shareholders, the board of directors of the company determined that the grant date of the equity incentive plan was April 26, 2019, and there was no need for affiliated directors to avoid voting. On April 26, 2019, the independent directors of the company expressed independent opinions on the granting of the equity incentive plan. 6. On April 25, 2019, the fifth meeting of the second board of supervisors of the company deliberated and approved the proposal on matters related to the grant of stock option incentive plan in 2019. After verification and deliberation, the board of supervisors of the company agreed to determine April 26, 2019 as the grant date of the company’s stock option incentive plan, It is agreed that the company will grant 1.5 million stock options to 22 incentive objects in accordance with the measures for the administration of equity incentive of listed companies and the relevant provisions of the company’s equity incentive plan. On April 26, 2019, the company announced the verification opinions of the board of supervisors on the list of incentive objects granted by the company’s 2019 stock option incentive plan. 7. On June 12, 2019, the company disclosed the announcement on the completion of the grant registration of 2019 stock option incentive plan (Announcement No.: 2019045). The actual grant object of this stock option is 22 people, and the actual grant number is 1.5 million, accounting for 2.21% of the current 68 million shares of the company’s total share capital. 8. On June 28, 2019, the 13th meeting (interim meeting) of the second board of directors of the company deliberated and approved the proposal on adjusting the matters related to the stock option incentive plan. In view of the proposal on the 2018 profit distribution plan deliberated and approved by the 2018 annual general meeting of shareholders held by the company on May 17, 2019, It is agreed that the company will distribute 1.00 yuan in cash (including tax) to all shareholders for every 10 shares based on the existing total share capital of 68000000 shares, and the total cash dividend will be 6800000 yuan (including tax). The remaining undistributed profits will be carried forward to the next year. At the same time, the capital reserve is used to increase 4 shares for every 10 shares to all shareholders, and the share capital is 27200000 shares. In addition, according to the announcement on the implementation of 2018 annual equity distribution (Announcement No.: 2019048) disclosed by the company, the above profit distribution plan will be implemented on July 2, 2019. Therefore, the board of directors considered and agreed to make corresponding adjustments to the number and exercise price of stock options in the equity incentive plan according to the relevant provisions of the equity incentive plan, that is, the total number of stock options granted in the stock option incentive plan
The amount was adjusted to 2.1 million shares, and the exercise price was adjusted to 31.26 yuan / share. The independent directors of the company have expressed independent opinions on the price and quantity adjustment and agreed to the proposal on matters related to the adjustment of stock option incentive plan issued at the 13th meeting (interim meeting) of the second board of directors of the company. 9. On June 28, 2019, the seventh meeting (interim meeting) of the second board of supervisors of the company deliberated and adopted the proposal on matters related to the adjustment of stock option incentive plan, Since the 2018 annual general meeting of shareholders held on May 17, 2019 considered and approved the proposal on 2018 annual profit distribution plan, and the company has disclosed the announcement on the implementation of 2018 annual equity distribution (Announcement No.: 2019048), the above profit distribution plan will be implemented on July 2, 2019, Agree to adjust the parameters of the stock option incentive plan accordingly.
10. On April 27, 2020, the 22nd Meeting of the second board of directors and the 14th meeting of the second board of supervisors respectively deliberated and adopted the proposal on cancellation of some stock options in 2019 stock option incentive plan, and the independent directors of the company expressed independent opinions on this cancellation. The company will cancel the stock options that have been granted but not exercised to some resignation incentive objects, and cancel some stock options that fail to meet the exercise conditions in the first exercise period of the equity incentive plan. 11. On April 26, 2021, the 27th meeting of the second board of directors and the 18th meeting of the second board of supervisors respectively deliberated and adopted the proposal on canceling some stock options, and the independent directors of the company expressed independent opinions on this cancellation. The company will cancel the stock options that have been granted but not exercised to some resignation incentive objects, and cancel some stock options that fail to meet the exercise conditions in the second exercise period of the equity incentive plan.
12. On March 15, 2022, the second meeting of the third board of directors and the second meeting of the third board of supervisors respectively deliberated and adopted the proposal on cancellation of stock options; On March 15, 2022, the independent directors of the company expressed independent opinions on this cancellation:
According to the audited data of the company in 2021, the exercise conditions of stock options in the equity incentive plan were not met, and the performance conditions of the third exercise period in the company’s performance assessment requirements agreed in the equity incentive plan were not met. Therefore, 407400 stock options that failed to meet the exercise conditions in this part were cancelled.
After verification, lawyer Zhide believes that as of the date of issuance of this legal opinion, the cancellation of the company has fulfilled the necessary procedures at this stage and obtained the necessary approval and authorization at this stage, which is in line with the company law, securities law, administrative measures, standardized operation instructions and other relevant laws and regulations, normative documents and the articles of association Relevant provisions of equity incentive plan.
2、 Description of this cancellation
According to the company’s 2021 annual audit report,
