Beijing Deheng Law Firm on Changying Xinzhi Technology Co.Ltd(002664)
2022 stock option incentive plan
Adjustment and grant related matters
Legal opinion
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Beijing Deheng Law Firm
About Changying Xinzhi Technology Co.Ltd(002664)
2022 stock option incentive plan
Adjustment and grant related matters
Legal opinion
Deheng 01f2022012402 to: Changying Xinzhi Technology Co.Ltd(002664)
Beijing Deheng Law Firm (hereinafter referred to as “the firm”) is entrusted by Changying Xinzhi Technology Co.Ltd(002664) (hereinafter referred to as ” Changying Xinzhi Technology Co.Ltd(002664) ” or “the company”) to issue this legal opinion on the adjustment and grant of the company’s 2022 stock option incentive plan (hereinafter referred to as “the incentive plan” or “the incentive plan”). In order to issue this legal opinion, our lawyers have reviewed the 2022 stock option incentive plan of Changying Xinzhi Technology Co.Ltd(002664) Co., Ltd. (hereinafter referred to as the “incentive plan”), the measures for the administration of the assessment of the implementation of the 2022 stock option incentive plan of Changying Xinzhi Technology Co.Ltd(002664) Co., Ltd. (hereinafter referred to as the “assessment measures”), relevant documents of the board of directors, documents of the board of supervisors, independent opinions of independent directors The company’s written statement and other documents that the lawyers of the firm think need to be reviewed, and checked and verified the relevant facts and materials by querying the public information of government departments.
In order to issue this legal opinion, our lawyers have checked and verified the relevant documents and facts of the incentive plan in accordance with the provisions of relevant laws, administrative regulations, normative documents and the requirements of our business rules and in the principle of prudence and importance.
For the issuance of this legal opinion, our lawyer hereby makes the following statement:
1. In the course of work, our lawyers have obtained the guarantee of Changying Xinzhi Technology Co.Ltd(002664) that the company has provided our lawyers with the original written materials, copies and oral testimony that our lawyers believe are necessary for the preparation of legal opinions, and the documents and materials provided are true, complete and effective, without concealment, falsehood and major omissions.
2. Our lawyers express legal opinions in accordance with the facts that have occurred or existed before the date of issuance of this legal opinion, 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 other national current laws, regulations, normative documents and relevant provisions of the CSRC.
3. For the fact that this legal opinion is very important and cannot be supported by independent evidence, our lawyers rely on the supporting documents issued by relevant government departments, Changying Xinzhi Technology Co.Ltd(002664) or other relevant units and the publicly available information of the competent department as the basis for making this legal opinion.
4. In accordance with the provisions of the securities law, the measures for the administration of securities legal business by law firms and the rules for the practice of securities legal business by 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, followed the principles of diligence and good faith, and conducted sufficient verification and verification, 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.
5. This legal opinion only expresses legal opinions on legal issues in China related to this incentive plan. The firm and its handling lawyers are not qualified to express professional opinions on accounting, auditing and other non legal professional matters and overseas legal matters. When accounting and audit matters are involved in this legal opinion, they are quoted in strict accordance with the professional documents issued by relevant intermediaries and the instructions of Changying Xinzhi Technology Co.Ltd(002664) . Such quotations do not mean that the exchange makes any express or implied guarantee for the authenticity and accuracy of the contents quoted. The institute does not have the appropriate qualification to verify and evaluate the contents of these documents; Our lawyers have only performed the general duty of care of ordinary people for such non legal professional matters.
6. Our lawyer agrees to take this legal opinion as the necessary legal document for Changying Xinzhi Technology Co.Ltd(002664) this incentive plan.
7. This legal opinion is only for the purpose of Changying Xinzhi Technology Co.Ltd(002664) this incentive plan and shall not be used for any other purpose.
In accordance with the company law, the securities law, the measures for the administration of equity incentive of listed companies (Order No. 148 of China Securities Regulatory Commission, hereinafter referred to as the “administrative measures”), the self regulatory guide for listed companies of Shenzhen Stock Exchange No. 1 – business handling (hereinafter referred to as the “self regulatory guide”) and other laws and regulations In accordance with the relevant provisions of the normative documents and the articles of association of Changying Xinzhi Technology Co.Ltd(002664) Co., Ltd. (hereinafter referred to as the “articles of association”) and the incentive plan, the following legal opinions are issued on the matters related to the company’s adjustment of the list and number of grants (hereinafter referred to as “this adjustment”) and the grant of stock options (hereinafter referred to as “this grant”):
1、 This adjustment and the approval and authorization granted this time
1. The remuneration and assessment committee of the board of directors of the company formulated the assessment measures for the 2022 stock option incentive plan of Changying Xinzhi Technology Co.Ltd(002664) Co., Ltd. (Draft), and submitted the assessment measures for the 2022 stock option incentive plan of Changying Xinzhi Technology Co.Ltd(002664) Co., Ltd. (Draft) to the 17th meeting of the Fourth Board of directors for deliberation.
2. On January 24, 2022, the 17th meeting of the Fourth Board of directors of the company deliberated and approved the proposal on the company’s stock option incentive plan in 2022 (Draft) and its summary, the proposal on the measures for the implementation and assessment of the company’s stock option incentive plan in 2022, and the proposal on submitting the general meeting of shareholders of the company to authorize the board of directors to handle matters related to the company’s stock option incentive plan in 2022.
3. On January 24, 2022, the 16th meeting of the 4th board of supervisors of the company deliberated and approved the proposal on the company’s 2022 stock option incentive plan (Draft) and its summary, the proposal on the measures for the implementation and assessment of the company’s 2022 stock option incentive plan, and the proposal on verifying the list of incentive objects of the company’s 2022 stock option incentive plan.
4. On January 24, 2022, the independent directors of the company carefully reviewed the 2022 stock option incentive plan (Draft) of Changying Xinzhi Technology Co.Ltd(002664) Co., Ltd. and issued the independent opinions of independent directors on the 17th meeting of the Fourth Board of directors, believing that the plan will help to enhance the competitiveness of the company and increase the attraction of the company to talents in the industry, Play a positive role in promoting the construction of the company’s core team, further improve the corporate governance structure and enhance shareholders’ confidence in the company. This equity incentive plan is conducive to the sustainable and healthy development of the company and will not damage the interests of the company and all shareholders. It is unanimously agreed that the company will implement this equity incentive plan.
5. On January 24, 2022, the 16th meeting of the Fourth Board of supervisors of the company checked the incentive objects of the incentive plan and issued verification opinions. It is considered that the subject qualification of the personnel listed in the list of incentive objects of the company’s stock option incentive plan is legal and effective.
6. On February 14, 2022, the company held the first extraordinary general meeting of shareholders in 2022, deliberated and approved the proposal on the company’s 2022 stock option incentive plan (Draft) and its summary, the proposal on the measures for the implementation and assessment of the company’s 2022 stock option incentive plan, the proposal on submitting the company’s general meeting of shareholders to authorize the board of directors to handle matters related to the company’s 2022 stock option incentive plan, and other relevant proposals.
7. On March 16, 2022, the company held the 18th meeting of the 4th board of directors and the 17th meeting of the 4th board of supervisors respectively, which considered and approved the proposal on adjusting the list of incentive objects and the number of rights and interests granted in the 2022 stock option incentive plan and the proposal on granting stock options to incentive objects. In view of the fact that one incentive object identified in the incentive plan is no longer qualified as an incentive object due to resignation, the company will withdraw a total of 30000 stock options to be granted to him. According to the authorization of the company’s first extraordinary general meeting in 2022, the board of directors will adjust the number of incentive objects and the number of stock options granted. After adjustment, the number of incentive objects granted by the company’s stock option incentive plan was adjusted from 125 to 124, and the number of stock options granted was adjusted from 6.055 million shares to 5.975 million shares, accounting for 1.48% of the company’s current share capital. At the same time, the board of directors considered that the company and the incentive objects met the grant conditions specified in the incentive plan and agreed to grant 5.975 million stock options to 124 incentive objects who met the grant conditions on March 16, 2022. The independent directors of the company have expressed their independent opinions on this adjustment and related matters of this grant.
In conclusion, our lawyers believe that this adjustment and this grant of the company have obtained the necessary approval and authorization, and comply with the relevant provisions of the management measures and other laws, regulations, normative documents and the incentive plan. The company still needs to perform the corresponding obligation of information disclosure and go through the registration procedures of this grant according to law.
2、 Specific contents of this adjustment
According to the proposal on adjusting the list of incentive objects and the number of rights and interests granted in the 2022 stock option incentive plan deliberated and adopted at the 18th meeting of the Fourth Board of directors of the company, the contents of this adjustment are as follows: in view of the fact that one incentive object determined in the incentive plan of the company no longer meets the qualification of incentive objects due to resignation, the company will withdraw a total of 30000 stock options to be granted to him, According to the authorization of the company’s first extraordinary general meeting in 2022, the board of directors adjusted the number of incentive objects and the number of stock options granted. After adjustment, the number of incentive objects granted by the company’s stock option incentive plan was adjusted from 125 to 124, and the number of stock options granted was adjusted from 6.005 million shares to 5.975 million shares.
The specific distribution of incentive objects after adjustment is as follows:
Name: the proportion of the number of stock options granted in the proposed stock period to the total number of (10000) rights announced on the day of this incentive plan and the proportion of the total share capital
Xu Zhenghui, director and general manager 20 3.35% 0.05%
Li Haiqiang, director and deputy general manager 16 2.68% 0.04%
Chen Shihai, deputy general manager and board of directors
Secretary 16 2.68% 0.04%
Chu Ruiming financial principal 16 2.68% 0.04%
Middle managers and core technology
(business) backbone (120 persons) 529.5 88.62% 1.31%
Total (124 persons) 597.50 100.00% 1.48%
In conclusion, our lawyers believe that the adjustment of the company’s incentive objects and the number of granted rights and interests complies with the provisions of the management measures and other laws, administrative regulations, departmental rules, normative documents and the relevant provisions of the incentive plan.
3、 Date, conditions, object, quantity and price of this grant
(I) date of this grant
According to the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company’s 2022 stock option incentive plan, which was deliberated and adopted at the first extraordinary general meeting of shareholders in 2022 on February 14, 2022, the general meeting of shareholders of the company authorized the board of directors to determine the grant date of the incentive plan.
According to the proposal on granting stock options to incentive objects deliberated and adopted at the 18th meeting of the Fourth Board of directors on March 16, 2022, the grant date of this equity incentive plan is March 16, 2022. The board of directors considered that the company and the incentive objects met the grant conditions specified in the incentive plan and agreed to grant 5.975 million stock options to 124 incentive objects on March 16, 2022.
According to the confirmation of the company and the verification of our lawyers, the grant date of this equity incentive plan is the trading day within 60 days after the approval of this equity incentive plan by the general meeting of shareholders of the company. The grant date of this equity incentive plan complies with the relevant provisions of the management measures and the incentive plan.
(II) conditions of this grant
According to the provisions of the incentive plan, the company shall grant stock options to the incentive object when the following conditions are met at the same time:
1. The company does not have any of the following situations:
(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 latest 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.
2. The incentive object does not have any of the following situations:
(1) Being identified as an inappropriate candidate by the stock exchange within the last 12 months;
