Beijing Anjie (Shanghai) law firm
about
Guangdong Transtek Medical Electronics Co.Ltd(300562) 2018 stock option and restricted stock incentive plan
Cancellation of some stock options
of
Legal opinion
March, 2002
About Guangdong Transtek Medical Electronics Co.Ltd(300562)
2018 stock option and restricted stock incentive plan
Cancellation of some stock options
Legal opinion
To: Guangdong Transtek Medical Electronics Co.Ltd(300562)
Entrusted by Guangdong Transtek Medical Electronics Co.Ltd(300562) (hereinafter referred to as “the company” or ” Guangdong Transtek Medical Electronics Co.Ltd(300562) “), Beijing Anjie (Shanghai) law firm (hereinafter referred to as “the firm”) is responsible for This legal opinion is issued on matters related to the cancellation of stock options that have not been exercised at the second exercise expiration (hereinafter referred to as “this cancellation”) in normative documents and Guangdong Transtek Medical Electronics Co.Ltd(300562) 2018 stock option and restricted stock incentive plan (Revised) (hereinafter referred to as “this incentive plan” or “the incentive plan”).
For this legal opinion, our lawyer declares as follows:
(I) in accordance with the securities law of the people’s Republic of China, 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), as well as the facts that have occurred or exist before the date of issuance of this legal opinion, our lawyers have strictly performed their statutory duties, followed the principles of diligence and good faith, and conducted full 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.
(II) we have obtained Guangdong Transtek Medical Electronics Co.Ltd(300562) the following guarantee: Guangdong Transtek Medical Electronics Co.Ltd(300562) has provided our lawyers with all the documents necessary for issuing this legal opinion. All documents are true, complete, legal and effective. Copies or copies of all documents are consistent with the original or the original, and the signatures and seals on all documents are true; And all facts and documents sufficient to affect the legal judgment made by our lawyers have been disclosed without any concealment, misleading or omission.
(III) the exchange only expresses opinions on the legal matters related to the company’s current cancellation, but does not express opinions on the rationality of the underlying equity value, assessment standards and other professional matters related to the company’s current cancellation, as well as accounting, auditing and other professional matters. The exchange and the handling lawyer do not have the legal qualification to check and judge these professional matters. The statements and data related to such professional matters or the references to the contents of professional reports such as accounting reports and audit reports in this legal opinion by the firm and the handling lawyer do not mean that the firm and the handling lawyer make any express or implied guarantee for the authenticity and effectiveness of these references.
This legal opinion is only for the purpose of this cancellation and shall not be used for any other purpose.
Our lawyers agree to disclose this legal opinion as a necessary legal document for Guangdong Transtek Medical Electronics Co.Ltd(300562) this cancellation together with other materials, and bear the responsibility for the legal opinion issued in accordance with the law.
In accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, and on the basis of full verification and verification of the relevant documents and facts provided by the company, our lawyers issue the following legal opinions:
1、 This cancellation of the performed approval and authorization
After verification by our lawyers, as of the date of issuance of this legal opinion, in addition to the authorization of the fourth extraordinary general meeting of shareholders in 2018 to the board of directors, the approval and authorization obtained for this cancellation are as follows:
On March 17, 2022, the 27th meeting of the third board of directors and the 25th meeting of the third board of supervisors respectively deliberated and adopted the proposal on canceling some stock options. On the same day, the independent directors of the company expressed their independent opinions on relevant matters.
Therefore, our lawyers believe that as of the date of issuance of this legal opinion, according to the authorization of the fourth extraordinary general meeting of shareholders of the company in 2018 to the board of directors, this cancellation has obtained the necessary approval and authorization at this stage, performed the corresponding procedures, and complied with the relevant provisions of laws, regulations, normative documents such as the management measures and the incentive plan.
2、 Current cancellation
(I) reason and quantity of this cancellation
According to the provisions of “I. stock option incentive plan” (V) validity period, authorization date, waiting period, vesting date and lock up period of stock option incentive plan “in” Chapter V specific contents of this incentive plan “of the incentive plan, after the end of each exercise period of stock option, the current stock option of the incentive object that has not been exercised shall be terminated and the company will cancel it.
The second exercise period of stock options granted for the first time in the incentive plan has expired on January 17, 2022. According to the relevant documents provided by the company, four incentive objects have not exercised their rights during the exercise period, and the total number of stock options that have not been exercised is 61023. Therefore, the company will cancel the 61023 outstanding stock options.
(II) impact of this cancellation
According to the relevant documents provided by the company, this cancellation will not have a material impact on the company’s financial status and operating results, nor will it affect the diligence of the company’s management team.
Therefore, our lawyers believe that the reason and quantity of this cancellation are in line with the relevant provisions of the management measures and other laws, regulations, normative documents and the incentive plan; This cancellation will not have a material impact on the company’s financial situation and operating results, nor will it affect the diligence of the company’s management team.
3、 Concluding observations
In conclusion, our lawyers believe that as of the date of issuance of this legal opinion, according to the authorization of the fourth extraordinary general meeting of shareholders of the company in 2018 to the board of directors, the cancellation has obtained the necessary approval and authorization at this stage and performed the corresponding procedures; The reason and quantity of this cancellation comply with the relevant provisions of the management measures and other laws, regulations, normative documents and the incentive plan; This cancellation will not have a material impact on the company’s financial situation and operating results, nor will it affect the diligence of the company’s management team.
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(there is no text on this page, which is the signature page of the legal opinion of Beijing Anjie (Shanghai) law firm on matters related to the cancellation of some stock options under Guangdong Transtek Medical Electronics Co.Ltd(300562) 2018 stock option and restricted stock incentive plan)
This legal opinion is issued on March 17, 2022 in duplicate without duplicate.
Beijing Anjie (Shanghai) law firm (seal)
Person in charge: Handling lawyer:
Cai hang, Xu Tao
Zheng Hao
